Common use of Borrower Request Clause in Contracts

Borrower Request. The Borrower may by written notice to the Administrative Agent request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment”, and together with the Incremental Revolving Commitments, the “Incremental Commitments”) by an amount not less than $50,000,000 individually. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment.

Borrower Request. The Borrower may at any time and from time to time after the Acquisition Effective Date by written notice to the Administrative Agent elect to request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time in an aggregate principal amount when combined with the establishment aggregate amount of one or more new all Incremental Term Loan Commitments (each, an “under Section 2.4 and all Incremental Term Loan Commitment”, Equivalent Debt under Section 2.5 and together with the any other Incremental Revolving CommitmentsCommitment, not in excess of the “Available Incremental Commitments”) by an amount not less than $50,000,000 individuallyAmount. Each such notice shall specify (i) the date (each, an a “Revolving Commitment Increase Effective Date”) on which the Borrower proposes that the Incremental Commitments Revolving Commitment shall be effective, which shall be a date not less than 10 ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by as the Administrative AgentAgent shall agree in its sole discretion) and (ii) the identity of each Eligible Assignee Person (which, if not a Lender, an Approved Fund or other lender an Affiliate of a Lender, shall be reasonably acceptable satisfactory to the Administrative Agent (and, in and the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing LenderLenders) to whom the Borrower proposes any portion of such Incremental Commitments Revolving Commitment be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment.

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments Commitment and/or LC Commitment or to establish add one or more new revolving facilities (each, an “Incremental Revolving Commitments and/or LC Commitments Facility”) with revolving commitments (each, an “Incremental Revolving Commitment”) and/or in an amount (x) not in excess of $100,000,000 in the aggregate when combined with the aggregate amount of all Incremental Term Loan Commitments under Section 2.4 plus (y) at any time in the establishment case of one or more new Term Loan Commitments (eachan Incremental Revolving Facility that serves to effectively extend the maturity of the Revolving Facility, an “Incremental Term Loan Commitment”, and together amount equal to the reductions in the Revolving Facility to be replaced with the Incremental Revolving Facility, and in minimum increments of $500,000 and a minimum amount of $5,000,000 (or such lesser amount equal to the remaining Incremental Revolving Commitments, the “) (and provided that there shall be not more than three tranches of Incremental Commitments”) by an amount not less than $50,000,000 individuallyRevolving Commitments at any time). Each such notice shall specify (i) the date (each, an a “Revolving Commitment Increase Effective Date”) on which the Borrower proposes that the Incremental Commitments Revolving Commitment shall be effective, which shall be a date not less than 10 three (3) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee Person (which, if not a Lender, an Approved Fund or other lender an Affiliate of a Lender, shall be reasonably acceptable satisfactory to the Administrative Agent Agent, the Swingline Lender and the Issuing Lender (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lendersuch acceptance not to be unreasonably withheld or delayed)) to whom the Borrower proposes any portion of such Incremental Commitments Revolving Commitment be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Revolving Commitments may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment.

Borrower Request. The Borrower Borrowers may by written notice to the Administrative Agent elect to request (x) prior to the Maturity Date for the Revolving Facility Maturity DateCredit Facility, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Credit Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments term loan commitments (each, an “Incremental Term Loan Commitment”), and together with the Incremental Revolving Commitments, the “Incremental Commitments”) by an aggregate amount not less than $50,000,000 individuallyin excess of the Maximum Increase Amount. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes Borrowers propose that the Incremental Commitments shall be effective, which shall be a date not less than 10 ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed unless a shorter period is approved by the Administrative Agent) ), and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes Borrowers propose any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment; provided, further, that (i) the principal amount for all such Incremental Commitments shall not exceed the Maximum Increase Amount; and (ii) each Incremental Commitment shall be in an aggregate amount of $5,000,000 or any whole multiple of $5,000,000 in excess thereof (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth in above).

Borrower Request. The Borrower Company may by written notice to the Administrative Agent elect to request (x) prior to the Maturity Date for the Revolving Facility Maturity DateCredit Facility, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Credit Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments term loan commitments (each, an “Incremental Term Loan Commitment”), and together with the Incremental Revolving Commitments, the “Incremental Commitments”) by an aggregate amount for clauses (x) and (y) together not less than in excess of $50,000,000 individually200,000,000. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower Company proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 15 Business Days (or such earlier date as the Company and the Administrative Agent may mutually agree) after the date on which such notice is delivered to the Administrative Agent Agent, (or such earlier date agreed by ii) at the election of the Company, in consultation with the Administrative Agent) and (ii) , the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower Company proposes any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocations, if such Eligible Assignees and allocations have been agreed; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment; and (iii) the time period within which each Lender and Proposed New Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice). Each Incremental Commitment shall be in a minimum amount of $20,000,000 or any whole multiple of $5,000,000 in excess thereof, or such lesser amount as reasonably acceptable to the Administrative Agent. The Company may make a maximum of four such requests. The Company may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent. No Incremental Revolving Commitment shall increase (i) the Letter of Credit Sublimit or the Financial Letter of Credit Sublimit without the consent of the L/C Issuer or (ii) the Swing Line Sublimit without the consent of the Swing Line Lender.

Borrower Request. The Borrower may Borrowers may, at any time or from time to time on one or more occasions, by written notice to the Administrative Agent request Agent, request: (xi) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish establishment of (a) one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments term loan facilities (each, an “Incremental Term Facility,” any term loans made thereunder, “Incremental Term Loans” and the related commitments for such Incremental Term Loans, “Incremental Term Commitments”) or (b) increases to the aggregate principal amount of any then existing Incremental Term Facility (an “Incremental Term Loan CommitmentIncrease”); and/or (i) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, and an “Incremental Revolving Increase” and, together with the any Incremental Revolving CommitmentsTerm Facility, the “Incremental CommitmentsFacilities,” and any Loans thereunder, the “Incremental Loans”) by an ); provided that the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not less than $50,000,000 individuallyexceed the Incremental Amount at such time. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of and any Incremental Revolving Commitment that contains an LC Commitment, each Issuing existing Lender) to whom the Borrower proposes Borrowers propose any portion of such Incremental Commitments Facilities be allocated (each, a “New Lender”) and the amounts of such allocations; provided provided, that (A) any existing Lender approached to provide all or a portion of the Incremental Commitments Facilities may elect or decline, in its sole discretion, to provide all or any portion of such Incremental CommitmentFacilities offered to it and (B) any Eligible Assignee that is not an existing Lender which agrees to make available an Incremental Facility shall be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) (each Incremental Lender or existing Lender which agrees to make available an Incremental Facility shall be referred to as an “Incremental Lender”).

Borrower Request. The Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments under a new term facility or under the existing term facility or any increase under an existing tranche of Term Loans (each, an “Incremental Term Loan Commitment”, ) and/or one or more new Revolving Loan Commitments under a new revolving facility (an “Additional Revolving Commitment”) or under the then existing revolving facility (a “Revolving Commitment Increase” and together with the any Additional Revolving Commitment, each an “Incremental Revolving CommitmentsLoan Commitment” and together with any Incremental Term Loan Commitment, the “Incremental CommitmentsFacilities”) by ), in an aggregate amount not less than $50,000,000 individually. Each such notice shall specify to exceed the Maximum Incremental Facilities Amount (i) the date (eachof establishment of any such Incremental Facility, an “Increase Effective Date”) on which ); provided, that the aggregate principal amount of all Additional Revolving Commitments or Incremental Revolving Loan Commitments shall not exceed $9,900,000 in the aggregate. The opportunity to commit to provide all or a portion of the Incremental Facilities shall be offered by the Borrower proposes first to the existing Lenders on a pro rata basis and, to the extent that the such existing Lenders have not agreed to provide such Incremental Commitments shall be effective, which shall be a date not less than 10 Facilities within five (5) Business Days after receiving such offer from the date Borrower, on which such notice is delivered to the terms specified by the Borrower, the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion arranger of such Incremental Commitments be allocated Facilities, after being provided a bona fide opportunity to do so, the Borrower may then offer such opportunity to any other Eligible Assignees (each, a “New Lender”) and the amounts of such allocations; provided that any which may include existing Lenders). Any existing Lender approached to provide all or a portion of the such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment and, to the extent any such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments are not provided by existing Lenders, each Lender providing such commitment shall otherwise constitute an Eligible Assignee hereunder; provided that (i) the Administrative Agent and, solely with respect to Incremental Revolving Loan Commitments, the Issuing Bank shall have consented to any such Eligible Assignee providing all or a portion of such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment, as applicable, if and to the extent such consent would be required under Section 10.04 for an assignment of such type of Loans or Commitments, as applicable, to such Eligible Assignee and (ii) any Incremental Facilities to be provided by Sponsor Investors or Affiliated Debt Funds shall be subject to the terms of Section 10.04(b) as if such Incremental Facilities were being assigned to any such Sponsor Investor or Affiliated Debt Fund.

Borrower Request. The Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments under a new term facility or under the existing term facility or any increase under an existing tranche of Term Loans (each, an “Incremental Term Loan Commitment”, ) and/or one or more new Revolving Loan Commitments under a new revolving facility (an “Additional Revolving Commitment”) or under the then existing revolving facility (a “Revolving Commitment Increase” and together with the any Additional Revolving Commitment, each an “Incremental Revolving CommitmentsLoan Commitment” and together with any Incremental Term Loan Commitment, the “Incremental CommitmentsFacilities”) by ), in an aggregate amount not less than $50,000,000 individually. Each such notice shall specify to exceed the Maximum Incremental Facilities Amount (i) the date (eachof establishment of any such Incremental Facility, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any ). Any existing Lender approached to provide all or a portion of the such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment, and, to the extent any such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments are not provided by existing Lenders, each Lender providing such commitments shall otherwise constitute an Eligible Assignee hereunder; provided that (i) the Administrative Agent shall have consented to such Eligible Assignee providing such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment, as applicable, if such consent would be required under Section 10.04 for an assignment of such type of Loans or Commitments, as applicable, to such Eligible Assignee and (ii) any Incremental Facilities to be provided by Sponsor Investors shall be subject to the terms of Section 10.04(b) as if such Incremental Facilities were being assigned to such Sponsor Investor; provided further that, for the avoidance of doubt, the Borrower shall not be required to offer the opportunity to participate in any Incremental Facility to any existing Lenders.

Borrower Request. The Borrower may may, at any time, by written notice to the Administrative Agent Agent, request (xi) prior to the Revolving Facility Maturity Date, an increase to the existing Aggregate Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving CommitmentCommitments”) and/or (yii) at any time the establishment of one or more new Term Loan Commitments tranches of term loans (eacheach such term loan tranche, an “Incremental Term Loan” and the related commitments, “Incremental Term Loan CommitmentCommitments”, and together with the Incremental Revolving Commitments; all such tranches, the “Incremental CommitmentsTerm Loans”) by an amount not less than $50,000,000 individually. Each such notice shall specify ); provided, however, that (ix) the date aggregate amount of all Incremental Revolving Commitments and Incremental Term Loans issued or incurred pursuant to this Section 2.16 shall not exceed the Incremental Loan Amount and (each, an “Increase Effective Date”y) on which the Borrower proposes that the any such request for Incremental Commitments shall be effectivein a minimum principal amount of $25,000,000 (or, which shall be a date not less than 10 Business Days after if less, the date on which such notice is delivered to balance of the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of remaining aggregate principal amount available for all such Incremental Commitments). The Borrower may request Incremental Commitments be allocated from existing Lenders and from Eligible Assignees; provided, however, that (each, a “New Lender”A) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Incremental CommitmentCommitments offered to it (any failure to respond to such request shall mean such Lender has declined such request) and (B) any potential Lender that is not an existing Lender and agrees to make available an Incremental Commitment shall be required to be an Eligible Assignee and shall require approval by the Administrative Agent and, in the case of any Incremental Revolving Commitments, the L/C Issuer and the Swing Line Lender (such approvals not to be unreasonably withheld or delayed).

Borrower Request. The Borrower may Borrowers may, at any time or from time to time on one or more occasions, by written notice to the Administrative Agent request Agent, request: (xi) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish establishment of (a) one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments term loan facilities (each, an “Incremental Term Facility,” any term loans made thereunder, “Incremental Term Loans” and the related commitments for such Incremental Term Loans, “Incremental Term Commitments”) or (b) increases to the aggregate principal amount of any then existing Incremental Term Facility (an “Incremental Term Loan CommitmentIncrease”); and/or (ii) one or more increases in the amount of the Revolving Commitments of any Class (each such increase, and an “Incremental Revolving Increase” and, together with the any Incremental Revolving CommitmentsTerm Facility, the “Incremental CommitmentsFacilities,” and any Loans thereunder, the “Incremental Loans”) by an ); provided that the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not less than $50,000,000 individuallyexceed the Incremental Amount at such time. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of and any Incremental Revolving Commitment that contains an LC Commitment, each Issuing existing Lender) to whom the Borrower proposes Borrowers propose any portion of such Incremental Commitments Facilities be allocated (each, a “New Lender”) and the amounts of such allocations; provided provided, that (A) any existing Lender approached to provide all or a portion of the Incremental Commitments Facilities may elect or decline, in its sole discretion, to provide all or any portion of such Incremental CommitmentFacilities offered to it and (B) any Eligible Assignee that is not an existing Lender which agrees to make available an Incremental Facility shall be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) (each Incremental Lender or existing Lender which agrees to make available an Incremental Facility shall be referred to as an “Incremental Lender”).

Borrower Request. The Borrower may by written notice to the Administrative Agent request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment”, and together with the Incremental Revolving Commitments, the “Incremental Commitments”) by an amount not less than $50,000,000 individually. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment.

Borrower Request. The Borrower may may, at any time, by written notice to the Administrative Agent Agent, request (xi) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Tranches of Revolving Commitments (each“New Revolving Commitments” and the related Revolving Loans, “New Revolving Loans”), (ii) an increase to any then-existing Tranche of Revolving Commitments (including the Closing Date Revolving Commitments) (“Incremental Existing Tranche Revolving Commitments”), (iii) the establishment of additional Term A Facility Loans with terms and conditions identical to the terms and conditions of existing Term A Facility Loans hereunder (“Incremental Term A Loans” and the related commitments, “Incremental Term A Loan CommitmentCommitments”), and/or (iv) the establishment of one or more new Tranches of term loans (“New Term Loans” and together with the Incremental related commitments, “New Term Loan Commitments”); provided, however, that (x) the aggregate amount of New Revolving Commitments, Incremental Existing Tranche Revolving Commitments, New Term Loans and Incremental Term A Loans incurred on such date shall not exceed the “Incremental Commitments”Loan Amount as of such date and (y) by an amount not less than $50,000,000 individually. Each any such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the request for Incremental Commitments shall be effective, which shall be in a date not less than 10 Business Days after the date on which minimum amount of $25.0 million and integral multiples of $1.0 million above such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the amount. Borrower proposes any portion of such may request Incremental Commitments be allocated from existing Lenders and from Eligible Assignees; provided, however, that (each, a “New Lender”A) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Incremental CommitmentCommitments offered to it and (B) any potential Lender that is not an existing Lender and agrees to make available an Incremental Commitment shall be required to be an Eligible Assignee and shall require approval by Administrative Agent to the extent such approval would be required for an assignment to such Eligible Assignee under Section 13.05 (such approval not to be unreasonably withheld or delayed).

Borrower Request. The Borrower Borrowers may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Facility Final Loan Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments term loan commitments (each, an “Incremental Term Loan Commitment”, ” and together with the Incremental Revolving Commitments, the “Incremental Commitments”) ), by an aggregate amount not less than $50,000,000 individuallyin excess of US$750,000,000. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes Borrowers propose that the Incremental Commitments shall be effective, which shall be a date not less than 10 ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes Borrowers propose any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Each Incremental Commitment shall be in an aggregate amount of US$10,000,000 or any whole multiple of US$1,000,000 in excess thereof (provided that such amount may be less than US$10,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth in above).

Borrower Request. The Borrower may from time to time by written notice to the Administrative Agent elect to request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments term loan commitments (each, an “Incremental Term Loan Commitment”). The aggregate principal amount of such increased Commitments may not be in excess of an amount that would cause the Consolidated Leverage Ratio as of the four (4) consecutive fiscal quarter period most recently ended prior to the incurrence of such Incremental Commitment, and together on a pro forma basis giving effect to the incurrence thereof (with the Commitments and any Incremental Revolving CommitmentsCommitments being deemed to be fully funded on the date of such determination) and any Permitted Acquisition consummated or to be consummated in connection therewith, to exceed the “Incremental Commitments”maximum Consolidated Leverage Ratio then permitted pursuant to Section 7.11(a) by an amount not less than $50,000,000 individually(giving pro forma effect to any potential increase to the Consolidated Leverage Ratio for Permitted Acquisitions pursuant to such Section). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Notwithstanding the above, each Incremental Commitment shall be in an aggregate amount of at least $10,000,000.

Borrower Request. The Borrower may may, by written notice to the Administrative Agent from time to time, request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments Facility (each, an “Incremental Term Loan Commitment”, and together with the Incremental Revolving Commitmentscommitments thereunder, the “Incremental Commitments”) by in an amount not less than $50,000,000 individuallyindividually and not to exceed the applicable Incremental Amount from one or more Incremental Lenders (which may include any existing Lender) willing to provide such Incremental Commitments in their sole discretion; provided that each Incremental Lender (which is not an existing Lender) shall be subject to the approval requirements of Section 10.02. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the proposed Incremental Commitments shall be effective, which shall be a date not less than 10 ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocationsallocations (each provider of the Incremental Commitments referred to herein as an “Incremental Lender”); provided that any existing Lender approached to provide all or a portion of the proposed Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment.

Borrower Request. The Borrower may may, at any time, or from time to time on one or more occasions, by written notice to the Administrative Agent request Agent, request: (xi) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish establishment of one or more new additional revolving credit commitments with terms and conditions identical to the terms and conditions of any existing Class of Revolving Commitments and/or LC Commitments hereunder (each“Increase Revolving Commitments”); provided, an “Incremental that, upfront fees may be paid to Lenders providing such Increase Revolving Commitment”Commitments; (ii) and/or (y) at any time the establishment of one or more new Term Loan Commitments tranches of revolving credit commitments (eacha “New Revolving Commitment” and, an “Incremental Term Loan Commitment”, and together with the Incremental any Increase Revolving Commitments, the “Incremental Revolving Commitments”); (iii) by an the establishment of one or more additional Term Loans with terms and conditions identical to the terms and conditions of any existing Class of Term Loans hereunder (“Increase Term Loans” and the related commitments, the “Increase Term Loan Commitments”); provided, that, upfront fees or original issue discount may be paid to Lenders providing such Increase Term Loans; and/or (iv) the establishment of one or more new tranches of term loans (“New Term Loans” and the related commitments, “New Term Loan Commitments”); provided, that (x) immediately after giving effect to any such Incremental Revolving Commitments and Incremental Term Loans and the use of proceeds thereof (including any related acquisition or Investment permitted hereunder), on a Pro Forma Basis, (1) the Senior Secured Net Debt to Adjusted Total Assets Ratio would not exceed 0.40 to 1.00 and (2) the Total Net Debt to Adjusted Total Assets Ratio would not exceed 0.60 to 1.00; (provided, however, that during a Significant Acquisition Period (or if such Incremental Commitments are being incurred in connection with a Significant Acquisition), the Total Net Debt to Adjusted Total Assets Ratio shall not exceed 0.65 to 1.00) (provided that, for the purposes of such calculation, (A) any such Incremental Revolving Commitments shall be treated as fully drawn and (B) the cash proceeds of such Incremental Revolving Commitments and Incremental Term Loans shall not be taken into account for any cash netting) and (y) any such request for Incremental Term Loan Commitments or Incremental Revolving Commitments shall be in a minimum amount not less than of $50,000,000 individually50,000,000. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of and any Incremental Revolving Commitment that contains an LC Commitment, each Issuing existing Lender) to whom the Borrower proposes any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided provided, that (A) any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Incremental CommitmentCommitment offered to it and (B) any Eligible Assignee that is not an existing Lender which agrees to make available an Incremental Commitment shall be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) (each Incremental Lender or existing Lender which agrees to make available an Incremental Commitment shall be referred to as an “Incremental Lender”). Any ratio calculated under this proviso to this clause (a) for purposes of determining the amount of Incremental Revolving Commitments and Incremental Term Loans permitted hereunder shall be calculated subject to Section 1.07 to the extent applicable and, if the proceeds of the relevant Incremental Commitments will be applied to finance a Limited Condition Transaction, compliance with the Senior Secured Net Debt to Adjusted Total Assets Ratio and Total Net Debt to Adjusted Total Assets Ratio will be determined in accordance with Section 1.08.

Borrower Request. The Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more (i) new Term Loan Commitments or increases in the amount of the Term Commitments (each, an “Incremental Term Loan Commitment” and loans pursuant thereto “Incremental Term Loans”) or (ii) increases in the amount of the Revolving Commitments (each, an “Incremental Revolving Commitment” and together loans pursuant thereto “Incremental Revolving Loans” and, collectively with the Incremental Revolving CommitmentsTerm Loans, the “Incremental CommitmentsLoans”) ), by an amount not in excess of $200,000,000 in the aggregate (the “Incremental Cap”) and not less than $50,000,000 25,000,000 individually. Each such notice shall specify (ix) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental increased or new Commitments shall be effective, which shall be a date not less than 10 five Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (iiy) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of such Incremental increased or new Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment; provided further that in the case of any Incremental CommitmentTerm Loan or Incremental Term Loan Commitments, the approval of the Administrative Agent of any lender providing such Incremental Term Loans or Incremental Term Loan Commitments shall not be required unless and only to the extent that the Administrative Agent shall reasonably require such approval to ensure compliance with applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act.

Borrower Request. The Borrower may by written notice to the Lenders through the Administrative Agent elect to request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments term loan commitments (each, an a “Incremental Term Loan Commitment”, and together with the Incremental Revolving Commitments, the “Incremental Commitments”) by an amount not less than $50,000,000 individually). Each such notice shall specify shall: (i) specify the anticipated date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Commitments Term Loan Commitment shall be effective, which shall be a date not less than 10 Business Days forty-five (45) days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and ; (ii) the identity of each Eligible Assignee or other lender reasonably acceptable include an update to the Administrative Agent most recently updated Base Case Projections reflecting the Incremental Term Loan Commitments in accordance with Section 4.4(a)(ii); and (and, v) include an initial proposed draft of the Increase Joinder in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion respect of the Incremental Term Loan Commitment. The Administrative Agent may elect or decline to arrange such Incremental Term Loan Commitments in its sole discretion and each Lender may elect or decline, in its sole discretion, to provide an Incremental Term Loan Commitment in an amount equal to its pro rata share of the aggregate Total Term Loan Commitment among all Lenders electing to provide an Incremental Term Loan Commitment; and, if any of the existing Lenders decline to provide any portion of such Incremental Term Loan Commitment, or if any of the Lenders do not respond in writing within ten (10) Business Days after being notified by Borrower of such request, the Borrower may offer such portion of the Incremental Term Loan Commitment to any other Person that is an Eligible Assignee. The Administrative Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of the Incremental Satisfaction Date and in respect thereof the Incremental Term Loan Commitment and applicable Lenders holding such Commitments.

Borrower Request. The Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments under a new term facility or under the existing term facility or any increase under an existing tranche of Term Loans (each, an “Incremental Term Loan Commitment”) and/or one or more new Revolving Loan Commitments under the then existing revolving facility, each, an “Incremental Revolving Loan Commitment” and together with the any Incremental Revolving CommitmentsTerm Loan Commitment, the “Incremental CommitmentsFacilities”) by ), in an aggregate amount not less than $50,000,000 individually. Each such notice shall specify to exceed the Maximum Incremental Facilities Amount (i) the date (eachof establishment of any such Incremental Facility, an “Increase Effective Date”) on which ); provided, that the maximum amount of all Incremental Revolving Loan Commitments, in the aggregate, shall not exceed $5,000,0007,250,000. The opportunity to commit to provide all or a portion of the Incremental Facilities shall be offered by the Borrower proposes first to the existing Lenders on a pro rata basis and, to the extent that the such existing Lenders have not agreed to provide such Incremental Commitments shall be effective, which shall be a date not less than 10 Facilities within five (5) Business Days after receiving such offer from the date Borrower, on which such notice is delivered to the terms specified by the Borrower, the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion arranger of such Incremental Commitments be allocated Facilities, after being provided a bona fide opportunity to do so, the Borrower may then offer such opportunity to any other Eligible Assignees (each, a “New Lender”) and the amounts of such allocations; provided that any which may include existing Lenders). Any existing Lender approached to provide all or a portion of the such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment and, to the extent any such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments are not provided by existing Lenders, each Lender providing such commitment shall otherwise constitute an Eligible Assignee hereunder; provided that (i) the Administrative Agent and the Issuing Bank shall have consented to any such Eligible Assignee providing all or a portion of such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment, as applicable, if and to the extent such consent would be required under Section 10.04 for an assignment of such type of Loans or Commitments, as applicable, to such Eligible Assignee and (ii) any Incremental Facilities to be provided by Sponsor Investors or Affiliated Debt Funds shall be subject to the terms of Section 10.04(b) as if such Incremental Facilities were being assigned to any such Sponsor Investor or Affiliated Debt Fund.

Borrower Request. The Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments under a new term facility or under the existing term facility or any increase under an existing tranche of Term Loans (each, an “Incremental Term Loan Commitment”) and/or one or more new Revolving Loan Commitments under the then existing revolving facility, each, an “Incremental Revolving Loan Commitment” and together with the any Incremental Revolving CommitmentsTerm Loan Commitment, the “Incremental CommitmentsFacilities”) by ), in an aggregate amount not less than $50,000,000 individually. Each such notice shall specify to exceed the Maximum Incremental Facilities Amount (i) the date (eachof establishment of any such Incremental Facility, an “Increase Effective Date”) on which ); provided, that the maximum amount of all Incremental Revolving Loan Commitments, in the aggregate, shall not exceed $5,000,000. The opportunity to commit to provide all or a portion of the Incremental Facilities shall be offered by the Borrower proposes first to the existing Lenders on a pro rata basis and, to the extent that the such existing Lenders have not agreed to provide such Incremental Commitments shall be effective, which shall be a date not less than 10 Facilities within five (5) Business Days after receiving such offer from the date Borrower, on which such notice is delivered to the terms specified by the Borrower, the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion arranger of such Incremental Commitments be allocated Facilities, after being provided a bona fide opportunity to do so, the Borrower may then offer such opportunity to any other Eligible Assignees (each, a “New Lender”) and the amounts of such allocations; provided that any which may include existing Lenders). Any existing Lender approached to provide all or a portion of the such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment and, to the extent any such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments are not provided by existing Lenders, each Lender providing such commitment shall otherwise constitute an Eligible Assignee hereunder; provided that (i) the Administrative Agent and the Issuing Bank shall have consented to any such Eligible Assignee providing all or a portion of such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment, as applicable, if and to the extent such consent would be required under Section 10.04 for an assignment of such type of Loans or Commitments, as applicable, to such Eligible Assignee and (ii) any Incremental Facilities to be provided by Sponsor Investors or Affiliated Debt Funds shall be subject to the terms of Section 10.04(b) as if such Incremental Facilities were being assigned to any such Sponsor Investor or Affiliated Debt Fund.

Borrower Request. The Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Facility Maturity Credit Commitment Termination Date, an increase one or more increases to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Credit Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time prior to the Term Loan Maturity Date, the establishment of one or more new Term Loan Commitments term loan commitments (each, an “Incremental Term Loan Commitment”” and, and together with the Incremental Revolving CommitmentsCommitment, the “Incremental Commitments”) by an amount not in excess of the aggregate sum of (A) $75,000,000 and (B) up to an additional $75,000,000, and not less than $50,000,000 25,000,000 individually, so long as, in the case of clause (B), after giving pro forma effect to the borrowings (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn) to be made on the Increase Effective Date and to any change in Consolidated EBITDA and any increase in Indebtedness resulting from the assumption of Indebtedness in connection with the consummation of any Permitted Acquisition concurrently with such borrowings, the Borrower’s Consolidated Secured Leverage Ratio for the prior Reference Period shall not be greater than 2.5:1.0. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date Business Day not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lenderassignee permitted by Section 10.07(b) to whom the Borrower proposes any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment.

Borrower Request. The Borrower Xxxxxxxxx may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Aggregate AC Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC the Aggregate USD Commitments (each, an “Incremental Revolving Commitment” or “Incremental Revolving Credit Tranche”) and/or (y) at any time the establishment of one or more new Term Loan Commitments term loan commitments (each, an “Incremental Term Loan Commitment”, and together with the Incremental Revolving Commitments, the ” or “Incremental CommitmentsTerm Loan Tranche”) ), by an aggregate amount not less than in excess of the greater of (i) $50,000,000 individually300,000,000 or (ii) an amount equal to Consolidated EBITDA as reflected on the audited financial statements of Xxxxxxxxx most recently delivered to the Administrative Agent pursuant to Section 6.01(a). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower Xxxxxxxxx proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) effective and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower Xxxxxxxxx proposes any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment.. Each Incremental Commitment shall be in an aggregate amount of $20,000,000 or any whole multiple of $1,000,000 in excess thereof. Xxxxxxxxx may make a maximum of three requests for an Incremental Revolving Commitment or Incremental Term Commitment prior to the Maturity Date. 172003018

Borrower Request. The Borrower Borrowers may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new commitments to make additional Term Loan Commitments Loans after the Closing Date (each, an “Incremental Term Loan Commitment”) or (y) one or more increases in the amount of the Revolving Commitments (each such increase, and a “Revolving Commitment Increase” and, together with the any Incremental Revolving Term Commitments, the a “Incremental CommitmentsCredit Increase”) by in an amount not in excess of $300.0 million in the aggregate and not less than $50,000,000 50.0 million individually. Each such notice shall specify (i) the date (each, an “Increase Incremental Effective Date”) on which the Borrower proposes Borrowers propose that the Incremental Commitments Credit Increases shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes Borrowers propose any portion of such Incremental Commitments Credit Increases be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments Credit Increases may elect or decline, in its sole discretion, to provide such Credit Increase. Upon each increase in the Revolving Commitments pursuant to this Section, (x) each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Lender providing a portion of the Revolving Commitment Increase (each a “Incremental CommitmentRevolving Lender”) in respect of such increase, and each such Incremental Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each such Incremental Revolving Lender) will equal the percentage of the aggregate Revolving Commitments of all Revolving Lenders represented by such Revolving Lender’s Revolving Commitment and (y) if, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Revolving Lender in accordance with Section 2.14.

Borrower Request. The Borrower may by written notice to the Administrative Agent request (x) elect to request, prior to the Revolving Facility Maturity latest Commitment Termination Date, an increase to the then existing Revolving Total Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment”, and together with the Incremental Revolving Commitments, the “Incremental Commitments”) by an amount not in excess of $400,000,000 in the aggregate and not less than $50,000,000 individually100,000,000 individually (each an “Incremental Commitment Increase”). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Commitments Commitment Increase shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) assignee to whom the Borrower proposes any portion of such Incremental Commitments Commitment Increase be allocated (each, a “New Lender”) and the amounts of such allocations; . Incremental Commitment Increases may be provided by any existing Lender (it being understood that (i) any existing Lender approached to provide all or a portion of the Incremental Commitments Commitment Increase may elect or decline, in its sole discretion, to provide such Incremental CommitmentCommitment Increase and (ii) the Borrower shall have no obligation to offer any existing Lender the opportunity to provide any such Incremental Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”); provided that the Agent, each Fronting Bank and the Swingline Lender shall have consented (not to be unreasonably withheld, in the case of the Agent) to such Lender’s or such Additional Lender’s making such Incremental Commitment Increase if such consent would be required under Section 8.04(b)(iii)(B) or (C) for an assignment of Loans or Commitments, as applicable, to such Lender or Additional Lender.

Borrower Request. The Borrower Borrowers (or any of them) may by written notice from the Administrative Borrower to the Administrative Agent elect in their sole discretion to request (x) prior to the Revolving Facility Maturity Date, (I) to add an additional Class of Commitments (each an “Additional Incremental Class”) or (II) to increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (eacheach an “Increased Incremental Class”; and any such Additional Incremental Class or Increased Incremental Class, an “Incremental Revolving CommitmentFacility”) and/or (y) at any time ; and the establishment of one or more new Term Loan Commitments (eachloans thereunder, an “Incremental Term Loan CommitmentRevolving Loans”), and together with the Incremental Revolving Commitments, the “Incremental Commitments”) by in an amount not in excess of $250,000,000 in the aggregate and in an integral multiple of $10,000,000 and not less than $50,000,000 5,000,000 individually. Each such notice shall specify (i) the date (each, an “Increase Incremental Effective Date”) on which the Borrower proposes Borrowers propose that the Incremental increased or new Commitments shall be effective, effective (which shall be a date not less than 10 five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee Person (which shall not be a Loan Party or other lender reasonably acceptable to a natural person, and which otherwise meet the Administrative Agent (and, criteria set forth in the case definition of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender“Eligible Assignee”) to whom the Borrower proposes Borrowers propose any portion of such Incremental increased or new Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment. Notwithstanding anything to the contrary, in no event shall any Incremental CommitmentRevolving Loans be in the form of a pari passu term loan.

Borrower Request. The Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments under a new term facility or under the existing term facility or any increase under an existing tranche of Loans (each, an “Incremental Term Loan Commitment”, and together with the Incremental Revolving Commitments, the ” or an “Incremental CommitmentsFacility”) by ), in each case, under the Loan Documents, in an aggregate amount not less than $50,000,000 individually. Each such notice shall specify to exceed the Maximum Incremental Facilities Amount (i) the date (eachof establishment of any such Incremental Facility, an “Increase Effective Date”) on which ). The opportunity to commit to provide all or a portion of the Incremental Facilities shall be offered by the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered first to the Administrative Agent existing Lenders on a pro rata basis (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably on a non-pro rata basis, pursuant to terms acceptable to the Administrative Agent (Agent, with respect to existing Lenders that elect to cover declining Lenders’ declined amounts) on the terms offered by the Borrower and such other Lenders and, in to the case of any extent that such existing Lenders have not agreed to provide such Incremental Revolving Commitment that contains an LC CommitmentFacilities within ten (10) Business Days after receiving such offer from the Borrower or the Administrative Agent, each Issuing Lenderafter being provided a bona fide opportunity to do so, the Borrower may then offer such opportunity (on terms no less favorable to the Borrower) to whom the Borrower proposes any portion of such Incremental Commitments be allocated other Eligible Assignees (each, a “New Lender”) and the amounts of such allocations; provided that any which may include existing Lenders). Any existing Lender approached to provide all or a portion of the such Incremental Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Loan Commitment and, to the extent any such Incremental Loan Commitments are not provided by existing Lenders, each Lender providing such commitment shall constitute an Eligible Assignee hereunder; provided that the Administrative Agent shall have consented (which consent shall not be unreasonably withheld, delayed or conditioned) to any such Eligible Assignee providing all or a portion of such Incremental Loan Commitment, if and to the extent such consent would be required under Section 10.04 for an assignment of such type of Loans or Commitments, as applicable, to such Eligible Assignee.

Borrower Request. The Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments (each, each an “Incremental Term Loan Commitment”) or, and prior to the Revolving Facility Commitment Termination Date, one or more increases in the Revolving Commitments (any such increase, an “Incremental Revolving Commitment” and, together with the Incremental Revolving Term Loan Commitments, the “Incremental Loan Commitments”) by an ); provided that, on the date on which such Incremental Term Loan Commitment is established, the aggregate outstanding principal amount of Incremental Equivalent Indebtedness, Incremental Term Loans and Incremental Loan Commitments incurred from and after the Amendment No. 2 Effective Date shall not less than $50,000,000 individuallyexceed the Incremental Amount. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental increased or new Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable person (which much be a person to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lenderwhom Loans are permitted to be assigned pursuant to Section 9.04(b)) to whom the Borrower proposes any portion of such Incremental increased or new Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental increased or new Commitments may elect or decline, in its sole discretion, to provide such Incremental increased or new Commitment.

Borrower Request. The Borrower may by written notice to the Administrative Agent and consent of the Lead Lenders request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment”, and together with the Incremental Revolving Commitments, the “Incremental Commitments”) by an amount not less than $50,000,000 individually10.0 million individually (or such lower amount agreed to by the Lead Lenders) and, in the aggregate for all such requests, not to exceed $50.0 million (it being understood and agreed, for the avoidance of doubt, that (x) such amount shall not be increased by the amount of any prepayment or repayment of the Term Loans and (y) such amount shall be reduced to the extent of the Term Loans incurred pursuant to Amendment No. 1). Each Any such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Term Loan Commitments shall be effective, which shall be a date not less than 10 fifteen (15) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date shorter time as agreed by the Administrative Agent) Borrower and the Lead Lenders), (ii) the identity proposed size and terms of such Incremental Term Loan Commitments and (iii) offer each Eligible Assignee or other lender reasonably acceptable Lender the opportunity to subscribe for its pro rata share of the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt of such Incremental Commitments be allocated notice (each, a “New Lender”) or such shorter time as agreed by the Borrower and the amounts Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such allocations; provided that any unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment.

Borrower Request. The Borrower Borrowers may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Commitments under a new term facility or under an existing term facility or any increase under an existing Tranche of Term Loan Commitments Loans (each, an “Incremental Term Loan Commitment”, ” and together with the Incremental Revolving Commitmentscollectively, the “Incremental CommitmentsFacilities”) by ), in an aggregate amount not less than $50,000,000 individually. Each such notice shall specify to exceed the Maximum Incremental Facilities Amount (i) the date (eachof establishment of any such Incremental Facility, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any ). Any existing Lender approached to provide all or a portion of the such Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment, and, to the extent any such Incremental Term Loan Commitments are not provided by existing Lenders, each Lender providing such commitments shall otherwise constitute an Eligible Assignee hereunder; provided that (i) the Administrative Agent shall have consented to such Eligible Assignee providing such Incremental Term Loan Commitment solely if and to the extent such consent would be required under Section 10.04 for an assignment of such Type of Loans or Commitments, as applicable, to such Eligible Assignee and (ii) any Incremental Facilities to be provided by Sponsor Investors shall be subject to the terms of Section 10.04(b) as if such Incremental Facilities were being assigned to such Sponsor Investor; provided further that, for the avoidance of doubt, the Borrowers shall not be required to offer the opportunity to participate in any Incremental Facility to any existing Lenders.

Borrower Request. The Borrower may may, by written notice to the Administrative Agent from time to time, request (x) prior to the Revolving Facility Maturity Date, an increase to the existing LC Tranche Commitments, the 3-Year Revolving Commitments and/or LC Commitment or to establish one or more new 5-Year Revolving Commitments and/or LC Commitments (each, an a “Incremental Revolving Commitment”) and/or (y) at any time Commitment Increase” and the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment”, and together with the Incremental Revolving Commitmentscommitments thereunder, the “Incremental Commitments”) by in an amount not less than (x) with respect to the LC Tranche Commitments, $50,000,000 individually1,000,000 and (y) with respect to the 3-Year Revolving Commitments and/or the 5-Year Revolving Commitments, $25,000,000, in each case, individually and not to exceed the applicable Incremental Amount from one or more Incremental Lenders (which may include any existing Lender) willing to provide such Incremental Commitments in their sole discretion; provided that each Incremental Lender (which is not an existing Lender) shall be subject to the approval requirements of Section 10.02. Each such notice shall specify (i) whether such Incremental Commitments are to be established under the LC Tranche Facility, the 3-Year Revolving Facility or the 5-Year Revolving Facility, (ii) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental increased or new Revolving Commitments shall be effective, which shall be a date not less than 10 ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (iiiii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocationsallocations (each provider of the Incremental Commitments referred to herein as an “Incremental Lender”); provided that any existing Lender approached to provide all or a portion of the Incremental increased or new Revolving Commitments may elect or decline, in its sole discretion, to provide such Incremental increased or new Revolving Commitment.

Borrower Request. The Borrower may by written notice to the Administrative Agent request (x) at any time after the first anniversary of the Closing Date and prior to any Revolving Facility Maturity Date with respect to the Revolving Facility Maturity DateCommitments then in effect, an increase to the existing applicable Revolving Commitments; provided that the Borrower may increase the existing applicable Revolving Commitments and/or LC Commitment or pursuant to establish one or more new Revolving Commitments and/or LC Commitments this Section 2.27 prior to the first anniversary of the Closing Date if (each, an “Incremental Revolving Commitment”A) and/or (y) at any time after giving effect to such increase to the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment”, and together with the Incremental Revolving Commitments, the “Incremental Commitments”aggregate amount of Revolving Commitment and Revolving Extensions of Credit then outstanding for all Lenders does not exceed $2,000,000,000, or (B) such Indebtedness is used, directly or indirectly, to finance the acquisition (including through a Subsidiary, by an amount way of stock acquisitions or by merger, consolidation or amalgamation that is not less than $50,000,000 individuallyprohibited by Section 6.10) of additional Routes, Slots or Gate Leaseholds to be pledged as Collateral under the applicable Collateral Documents. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental increased or new Commitments shall be effective, which shall be a date not less than 10 ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of such Incremental increased or new Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental increased or new Commitments may elect or decline, in its sole discretion, to provide such Incremental increased or new Commitment. The parties waive the requirement for such notice in connection with the increases effective on the Closing Date.

Borrower Request. The Borrower Borrowers may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Facility Final Loan Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments term loan commitments (each, an “Incremental Term Loan Commitment”, ” and together with the Incremental Revolving Commitments, the “Incremental Commitments”) ), by an incremental aggregate amount not less than $50,000,000 individuallyin excess of US$750,000,000 for total Commitments of up to US$1,500,000,000. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes Borrowers propose that the Incremental Commitments shall be effective, which shall be a date not less than 10 ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes Borrowers propose any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Each Incremental Commitment shall be in an aggregate amount of US$10,000,000 or any whole multiple of US$1,000,000 in excess thereof (provided that such amount may be less than US$10,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth in above).

Borrower Request. The Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Maturity Date for the Revolving Facility Maturity DateCredit Facility, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Credit Commitments (each, an “Incremental Revolving Credit Commitment”) and/or (y) at any time increases in the Term Loans or the establishment of one or more new Term Loan Commitments term loan commitments (each, an “Incremental Term Loan Commitment”, ” and together with the Incremental Revolving Credit Commitments, the “Incremental Commitments”); provided that (i) by the aggregate principal amount of all Incremental Commitments, shall not exceed Maximum Incremental Amount and (ii) each Incremental Commitment shall be in an aggregate principal amount not less than of $50,000,000 individuallyor any whole multiple of $5,000,000 (or a lesser amount in the event such amount represents all remaining availability under this Section) in excess thereof. Each such notice shall specify (i) the date (each, an “Increase Incremental Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocations, and (iii) whether such Incremental Commitments are required to be funded in connection with a Limited Conditionality Acquisition; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment.

Borrower Request. The Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments (each, each an “Incremental Term Loan Commitment”) or, and prior to the Revolving Facility Commitment Termination Date in respect of the 2024 Revolving Commitments, one or more increases in the 2024 Revolving Commitments (any such increase, an “Incremental Revolving Commitment” and, together with the Incremental Revolving Term Loan Commitments, the “Incremental Loan Commitments”) by an ); provided that, on the date on which such Incremental Term Loan Commitment is established, the aggregate outstanding principal amount of Incremental Equivalent Indebtedness, Incremental Term Loans and Incremental Loan Commitments incurred from and after the Amendment No. 2 Effective Date shall not less than $50,000,000 individuallyexceed the Incremental Amount. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental increased or new Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable person (which much be a person to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lenderwhom Loans are permitted to be assigned pursuant to Section 9.04(b)) to whom the Borrower proposes any portion of such Incremental increased or new Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental increased or new Commitments may elect or decline, in its sole discretion, to provide such Incremental increased or new Commitment.

Borrower Request. The Borrower may may, by written notice to the Administrative Agent from time to time, request (x) prior to the Revolving Facility Maturity Date, an increase to the existing LC Tranche Commitments, the 3-Year2024 Revolving Commitments and/or LC Commitment or to establish one or more new 5-Year2023 Revolving Commitments and/or LC Commitments (each, an a “Incremental Revolving Commitment”) and/or (y) at any time Commitment Increase” and the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment”, and together with the Incremental Revolving Commitmentscommitments thereunder, the “Incremental Commitments”) by in an amount not less than (x) with respect to the LC Tranche Commitments, $50,000,000 individually1,000,000 and (y) with respect to the 3-Year2024 Revolving Commitments and/or the 5-Year2023 Revolving Commitments, $25,000,000, in each case, individually from one or more Incremental Lenders (which may include any existing Lender) willing to provide such Incremental Commitments in their sole discretion; provided that each Incremental Lender (which is not an existing Lender) shall be subject to the approval requirements of Section 10.02. Each such notice shall specify (i) whether such Incremental Commitments are to be established under the LC Tranche Facility, the 3-Year2024 Revolving Facility or the 5-Year2023 Revolving Facility, (ii) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental increased or new Revolving Commitments shall be effective, which shall be a date not less than 10 ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (iiiii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocationsallocations (each provider of the Incremental Commitments referred to herein as an “Incremental Lender”); provided that any existing Lender approached to provide all or a portion of the Incremental increased or new Revolving Commitments may elect or decline, in its sole discretion, to provide such Incremental increased or new Revolving Commitment.

Borrower Request. The Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments commitments (each, an “Incremental Term Loan Commitment”, ” and together with the any Incremental Revolving CommitmentsCommitment, the an “Incremental CommitmentsCommitment.”) ), by an aggregate amount not less than in excess of $50,000,000 individually100,000,000. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) assignee to whom the Borrower proposes any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Each Incremental Commitment shall be in an aggregate amount of not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth in above).

Borrower Request. The Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Maturity Date for the Revolving Facility Maturity DateCredit Facility, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Credit Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments term A loan commitments (each, an “Incremental Term Loan Commitment”), and together with subject to the Incremental Revolving Commitments, the “Incremental Commitments”) by an amount not less than $50,000,000 individuallyconditions section forth in Section 2.15(b). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Each Incremental Commitment shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth in above). The Borrower may make a maximum of three requests for an Incremental Revolving Commitment or Incremental Term Commitment prior to the Maturity Date.

Borrower Request. The Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, each an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments term loan commitments (each, an “Incremental Term Loan Commitment”, ” and together with the Incremental Revolving Commitmentsterm loans made pursuant thereto, the “Incremental CommitmentsTerm Loans”) by an amount not in excess of $50,000,000 in the aggregate and not less than $50,000,000 10,000,000 individually. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental increased or new Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as is acceptable to the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of such Incremental increased or new Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that Borrower shall first seek new or increased Commitments on terms permissible under this Section 2.20 and acceptable to Borrower from existing Lenders (pro rata to their original Term B Loan Commitments) before approaching any other Eligible Assignee; provided further that any existing Lender approached to provide a all or a portion of the Incremental increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment; provided further that each person who is not an existing Lender to which new Commitments are to be allocated must be a bank, financial institution or other institutional lender (other than Sponsors, Holdings, or any Subsidiary or Affiliate of Holdings or Sponsors) reasonably acceptable to the Administrative Agent; provided further that each person who is not an existing Revolving Lender to which Incremental CommitmentRevolving Commitments are to be allocated must be a bank, financial institution or other institutional lender (other than Sponsors, Holdings or any Subsidiary or Affiliate of Holdings or Sponsors) reasonably acceptable to the Issuing Bank and the Swingline Lender.

Borrower Request. The Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Maturity Date for the Revolving Facility Maturity DateCredit Facility, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Credit Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments term loan commitments (each, an “Incremental Term Loan Commitment”), and together with the Incremental Revolving Commitments, the “Incremental Commitments”) by an aggregate amount not less than $50,000,000 individuallyin excess of the Permitted Increase Amount. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. A maximum of five Incremental Commitments shall be permitted. Each Incremental Commitment shall be in an aggregate amount of $20,000,000 or any whole multiple of $5,000,000 in excess thereof (provided that such amount may be less than $20,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth in above).

Borrower Request. The Borrower may will have the right, from time to time, by written notice to the Administrative Agent Agent, to elect to request (xi) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments or increases in the amount of the Term Commitments (each, an “Incremental Term Loan Commitment” and loans pursuant thereto “Incremental Term Loans”) or (ii) an increase the Revolving Commitments (an “Incremental Revolving Commitment” and loans pursuant thereto “Incremental Revolving Loans” and, and together collectively with the Incremental Revolving CommitmentsTerm Loans, the “Incremental CommitmentsLoans”) ), by an amount not in excess of the Incremental Total Cap at such time and not less than $50,000,000 individually5,000,000 individually or any larger multiple of $1,000,000. Each such notice shall specify (ix) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental increased or new Commitments shall be effective, which shall be a date not less than 10 five (5) Business Days (or such lesser period as may be consented to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (iiy) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of such Incremental increased or new Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment; provided, further, that the consent (not to be unreasonably withheld, conditioned or delayed) of the Administrative Agent with respect to the Persons providing such Incremental CommitmentLoans, Incremental Term Loan Commitments or Incremental Revolving Commitments shall be required to the extent such consent otherwise would be required under Section 10.01.

Borrower Request. The Borrower may by written notice to the Administrative Agent request (x) elect to request, prior to the Revolving Facility Maturity Commitment Termination Date, an increase to the then existing Revolving Total Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment”, and together with the Incremental Revolving Commitments, the “Incremental Commitments”) by an amount not in excess of $500,000,000 in the aggregate and not less than $50,000,000 individually100,000,000 individually (each an “Incremental Commitment Increase”). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Commitments Commitment Increase shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) assignee to whom the Borrower proposes any portion of such Incremental Commitments Commitment Increase be allocated (each, a “New Lender”) and the amounts of such allocations; . Incremental Commitment Increases may be provided by any existing Lender (it being understood that (i) any existing Lender approached to provide all or a portion of the Incremental Commitments Commitment Increase may elect or decline, in its sole discretion, to provide such Incremental CommitmentCommitment Increase and (ii) the Borrower shall have no obligation to offer any existing Lender the opportunity to provide any such Incremental Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”); provided that the Agent shall have consented (not to be unreasonably withheld) to such Lender’s or such Additional Lender’s making such Incremental Commitment Increase if such consent would be required under Section 8.04 for an assignment of Loans or Commitments, as applicable, to such Lender or Additional Lender.

Borrower Request. The Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments term loan commitments (each, an “Incremental Term Loan Commitment”, ” and together with the Incremental Revolving Commitmentsterm loans made pursuant thereto, the “Incremental CommitmentsTerm Loans”) by an amount such that, after giving effect to such Incremental Term Loans, the Aggregate Incremental Amount does not exceed the Incremental Cap and in an amount not less than $50,000,000 5,000,000 individually. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental increased or new Commitments shall be effective, which shall be a date not less than 10 ten (10) Business Days (or such shorter period as is acceptable to the Required Lenders) after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of such Incremental increased or new Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental increased or new Commitments may elect or decline, in its sole discretion, to provide such Incremental increased or new Commitment; provided, further, that each person who is not an existing Lender to which new Commitments are to be allocated must be a bank, financial institution or other institution (other than Holdings or any Subsidiary of Holdings) reasonably acceptable to the Required Lenders.

Borrower Request. The Borrower may by written notice to the Administrative Agent elect to request (xi) prior to the last day of the Revolving Facility Maturity DateAvailability Period, an increase to the existing Aggregate Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving CommitmentIncrease” and collectively, the “Incremental Revolving Increases”) and/or (yii) at any time the establishment of one or more new Term Loan Commitments tranches of term loans (each, an “Incremental Term Loan CommitmentFacility” and collectively the “Incremental Term Loan Facilities”; the Incremental Revolving Increases, and together with the Incremental Revolving CommitmentsTerm Loan Facilities, each an “Incremental Facility” and collectively the “Incremental CommitmentsFacilities”) by in an amount not in excess of $200.0 million in the aggregate and not less than $50,000,000 10.0 million individually. Each such notice shall specify (iA) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the an Incremental Commitments Facility shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Lender or Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of such Incremental Commitments Facility be allocated (each, a “New Lender”) and the amounts of such allocations; provided that provided, that, any existing Lender approached to provide all or a portion of the any Incremental Commitments Facility may elect or decline, in its sole discretion, to provide such all or any portion of any Incremental CommitmentFacility.

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent request (x) prior elect to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish add one or more new revolving facilities and/or request an increase to a then existing Incremental Revolving Commitments and/or LC Commitments Commitment (each, an “Incremental Revolving Facility”) with revolving commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment”, and together with the Incremental Revolving Commitments, the “Incremental Commitments”) by in an amount not less in excess of the Incremental Cap, and in minimum increments of $500,000 and a minimum amount of $5,000,000 (or such lesser amount equal to the remaining Incremental Cap) (and provided that there shall be not more than $50,000,000 individuallythree tranches of Incremental Revolving Commitments at any time). Each such notice shall specify (i) the date (each, an a “Revolving Commitment Increase Effective Date”) on which the Borrower proposes that the Incremental Commitments Revolving Commitment shall be effective, which shall be a date not less than 10 three (3) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee Person (which, if not a Lender, an Approved Fund or other lender an Affiliate of a Lender, shall be reasonably acceptable satisfactory to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lendersuch acceptance not to be unreasonably withheld or delayed)) to whom the Borrower proposes any portion of such Incremental Commitments Revolving Commitment be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Revolving Commitments may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment.

Borrower Request. The Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Class A Revolving Facility Maturity Date, an increase to the existing Class A Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Loan Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment”, and together with the Incremental Revolving Commitments, the “Incremental Commitments”) by an amount equal to $3,000,000 in the aggregate; provided, that after giving effect to such increase, the aggregate amount of all Revolving Loans, Swingline Loans, Letters of Credit and Revolving Commitments (without duplication) shall not less than exceed $50,000,000 individually40,000,000; provided, further, that after giving effect to such increase, the aggregate amount of all Loans and Commitments (without duplication) shall not exceeed $97,950,000. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental increased or new Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of such Incremental increased or new Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental increased or new Commitments may elect or decline, in its sole discretion, to provide such Incremental increased or new Commitment.

Borrower Request. The Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new increases in the amount of the Revolving Commitments and/or LC Commitments (eacheach such increase, an a “Incremental Revolving CommitmentCommitment Increase”) and/or (y) at any time the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment”, and together with the Incremental Revolving Commitments, the “Incremental Commitments”) by in an amount not in excess of $10,000,000 in the aggregate and not less than $50,000,000 5,000,000 individually. Each such notice shall specify (i) the date (each, an “Increase Incremental Effective Date”) on which the Borrower proposes that the Incremental Commitments Revolving Commitment Increase shall be effective, which shall be a date not less than 10 ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of such Incremental Commitments Revolving Commitment Increase be allocated (each, a “New Lender”) and the amounts of such allocations; provided allocations; provided, that any existing Lender approached to provide all or a portion of the Incremental Commitments Revolving Commitment Increase may elect or decline, in its sole discretion, to provide such Incremental CommitmentRevolving Commitment Increase. Upon each increase in the Revolving Commitments pursuant to this Section 2.16, if, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid.

Borrower Request. The After the Restatement Effective Date, any Borrower (including any Designated Subsidiary) may by written notice to the Administrative Agent elect to request (x) prior to the Maturity Date for the Revolving Facility Maturity DateLoans, an increase to any of the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Loan Commitments (each, an “Incremental Revolving Loan Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments term loan commitments (each, an “Incremental Term Loan Commitment”, and together with which, for the avoidance of doubt, will exclude the increase in Term Loans on the Restatement Effective Date), by (i) an aggregate amount not to exceed $300,000,000 plus (ii) an additional amount if, after giving effect to the incurrence of such additional amount, the Total Leverage Ratio is less than or equal to 3.00:1.00 (assuming, in the case of Incremental Revolving Loan Commitments, that such Incremental Revolving Loan Commitments are fully drawn) (collectively, the “Maximum Incremental CommitmentsFacilities Amount”); provided that if at the time of any such incurrence or issuance, there is capacity under the foregoing clause (ii), then such capacity shall be deemed to be utilized pursuant to clause (ii) by an amount not less than $50,000,000 individuallyprior to utilizing any capacity available to the Borrowers under the foregoing clause (i). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Applicable Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 five Business Days Days, or such sooner date as the Administrative Agent, in its sole discretion may agree, after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Applicable Borrower proposes any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Each Incremental Commitment shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth above).

Borrower Request. The Borrower Agent may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments under a new term facility or under the existing term facility or any increase under an existing tranche of Loans (each, an “Incremental Term Loan Commitment”, ) and/or one or more new Revolving Loan Commitments under a new revolving facility or under the then existing revolving facility (each an “Incremental Revolving Loan Commitment” and together with the Incremental Revolving CommitmentsTerm Loan Commitment, the “Incremental CommitmentsFacilities”) by ), in an aggregate amount not less than $50,000,000 individuallyto exceed the Maximum Incremental Facilities Amount. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower Agent proposes that the such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments shall be effective, which shall be a date not less than 10 five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier different date as may be agreed to by the Administrative AgentAgent in its sole discretion) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (andeach such person, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing “Additional Lender”) to whom the Borrower Agent proposes any portion of such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment.

Borrower Request. The Borrower may may, by written notice to the Administrative Agent from time to time, request (x) prior to the Revolving Facility Maturity Date, an increase to the existing LC Tranche Commitments, the 2024 Revolving Commitments and/or LC Commitment or to establish one or more new 20232025 Revolving Commitments and/or LC Commitments (each, an a “Incremental Revolving Commitment”) and/or (y) at any time Commitment Increase” and the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment”, and together with the Incremental Revolving Commitmentscommitments thereunder, the “Incremental Commitments”) by in an amount not less than (x) with respect to the LC Tranche Commitments, $50,000,000 individually1,000,000 and (y) with respect to the 2024 Revolving Commitments and/or the 20232025 Revolving Commitments, $25,000,000, in each case, individually from one or more Incremental Lenders (which may include any existing Lender) willing to provide such Incremental Commitments in their sole discretion; provided that each Incremental Lender (which is not an existing Lender) shall be subject to the approval requirements of Section 10.02. Each such notice shall specify (i) whether such Incremental Commitments are to be established under the LC Tranche Facility, the 2024 Revolving Facility or the 20232025 Revolving Facility, (ii) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental increased or new Revolving Commitments shall be effective, which shall be a date not less than 10 ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (iiiii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocationsallocations (each provider of the Incremental Commitments referred to herein as an “Incremental Lender”); provided that any existing Lender approached to provide all or a portion of the Incremental increased or new Revolving Commitments may elect or decline, in its sole discretion, to provide such Incremental increased or new Revolving Commitment.

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new (each, an “Incremental Revolving Commitments and/or LC Commitments Facility”) with revolving commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment”, and together with the Incremental Revolving Commitments, the “Incremental Commitments”) by in an amount not less in excess of the Incremental Cap, and in minimum increments of $500,000 and a minimum amount of $5,000,000 (or such lesser amount equal to the remaining Incremental Cap) (and provided that there shall be not more than $50,000,000 individuallythree tranches of Incremental Revolving Commitments at any time). Each such notice shall specify (i) the date (each, an a “Revolving Commitment Increase Effective Date”) on which the Borrower proposes that the Incremental Commitments Revolving Commitment shall be effective, which shall be a date not less than 10 three (3) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee Person (which, if not a Lender, an Approved Fund or other lender an Affiliate of a Lender, shall be reasonably acceptable satisfactory to the Administrative Agent Agent, the Swingline Lender and the Issuing Lender (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lendersuch acceptance not to be unreasonably withheld or delayed)) to whom the Borrower proposes any portion of such Incremental Commitments Revolving Commitment be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Revolving Commitments may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment.

Borrower Request. The Following the Amendment No. 1 Effective Date and prior to the date which is five years after the Closing Date, Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment”, and together with the Incremental Revolving Commitments, the “Incremental Commitments”) by an amount not in excess of an aggregate of (x) $75,000,000 plus (y) such additional amounts as may be agreed to in writing by Borrower, the Required Revolving Lenders, the Issuing Banks, the Swingline Lender and the Administrative Agent, and not less than $50,000,000 individually25,000,000 individually (a “Revolving Commitment Increase”); provided that (i) no more than three Revolving Commitment Increases may be made hereunder and (ii) no Revolving Commitment Increase may be made if Borrower has terminated or reduced the Revolving Commitments prior to such Revolving Commitment Increase. Each such notice of a Revolving Commitment Increase shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Commitments Revolving Commitment Increase shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed upon by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable person to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the which Borrower proposes any portion of such Incremental increased Revolving Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that (A) each person that participates in any Revolving Commitment Increase shall have been approved by the Administrative Agent, each Issuing Bank and the Swingline Lender and (B) for the avoidance of doubt, any existing Lender approached by Borrower to provide all or a portion of the Incremental Commitments participate in such Revolving Commitment Increase may elect or decline, to decline to participate in such Revolving Commitment Increase in its sole discretion, to provide such Incremental Commitment.

Borrower Request. The Borrower may may, by written notice to the Administrative Agent from time to time, request (x) prior to the Revolving Facility Maturity Date, an increase to the existing 3-Year Revolving Commitments and/or LC Commitment or to establish one or more new 5-Year Revolving Commitments and/or LC Commitments (each, an a “Incremental Revolving Commitment”) and/or (y) at any time Commitment Increase” and the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment”, and together with the Incremental Revolving Commitmentscommitments thereunder, the “Incremental Commitments”) by in an amount not less than $50,000,000 individually25,000,000 individually and not to exceed the #90303017v26 49 applicable Incremental Amount from one or more Incremental Lenders (which may include any existing Lender) willing to provide such Incremental Commitments in their sole discretion; provided that each Incremental Lender (which is not an existing Lender) shall be subject to the approval requirements of Section 10.02. Each such notice shall specify (i) whether such Incremental Commitments are to be established under the 3-Year Revolving Facility or the 5-Year Revolving Facility, (ii) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental increased or new Revolving Commitments shall be effective, which shall be a date not less than 10 ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (iiiii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocationsallocations (each provider of the Incremental Commitments referred to herein as an “Incremental Lender”); provided that any existing Lender approached to provide all or a portion of the Incremental increased or new Revolving Commitments may elect or decline, in its sole discretion, to provide such Incremental increased or new Revolving Commitment.

Borrower Request. The Borrower Company may by written notice to the Administrative Agent elect to request (x) prior to the Maturity Date for the Revolving Facility Maturity DateCredit Facility, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Credit Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments term loan commitments (each, an “Incremental Term Loan Commitment”), and together with the Incremental Revolving Commitments, the “Incremental Commitments”) by an aggregate amount for clauses (x) and (y) together not less than in excess of $50,000,000 individually50,000,000. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower Company proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 15 Business Days (or such earlier date as the Company and the Administrative Agent may mutually agree) after the date on which such notice is delivered to the Administrative Agent Agent, (or such earlier date agreed by ii) at the election of the Company, in consultation with the Administrative Agent) and (ii) , the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower Company proposes any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocations, if such Eligible Assignees and allocations have been agreed; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment.; and (iii) the time period within which each Lender and Proposed New Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice). Each Incremental Commitment shall be in an aggregate amount of $15,000,000 or any whole multiple of $5,000,000 in excess thereof, or such lesser amount as reasonably acceptable to the Administrative Agent. The Company may make a maximum of three such requests. The Company may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent. No Incremental Revolving Commitment shall increase (i) the Letter of Credit Sublimit or the Financial Letter of Credit Sublimit without the consent of the L/C Issuer or (ii) the Swing Line Sublimit without the consent of the Swing Line Lender. 70290124_9

Borrower Request. The U.S. Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments term loan commitments (each, an “"Incremental U.S. Term Loan Commitment”, and together with the Incremental Revolving Commitments, the “Incremental Commitments”") by an amount not in excess of $150,000,000 in the aggregate and not less than $50,000,000 individually. Each such notice shall specify (i) the date (each, an “"Increase Effective Date”") on which the U.S. Borrower proposes that the Incremental increased or new Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (and which shall be a date on or prior to the fourth anniversary of the Closing Date. The Administrative Agent shall promptly notify each U.S. Term Lender of the such earlier date notice and of the proposed terms and conditions therefor agreed by between the U.S. Borrower and the Administrative Agent. Each such Lender (and each of their Affiliates and Approved Funds) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or declinemay, in its sole discretion, commit to provide participate in such Incremental CommitmentU.S. Term Loan Commitment by forwarding its commitment therefor to the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent shall allocate, in its sole discretion but in amounts not to exceed for each such Lender the commitment received from such Lender, Affiliate or Approved Fund, the Incremental U.S. Term Loan Commitments to be made on the Increase Effective Date to the U.S. Term Lenders from which it has received such written commitments. If the Administrative Agent does not receive enough commitments from existing U.S. Term Lenders or their respective Affiliates or Approved Funds, the Administrative Agent may, after consultation with the U.S. Borrower, allocate to Eligible Assignees any excess of the proposed amount of such Incremental U.S. Term Loan Commitment agreed with the U.S. Borrower over the aggregate amounts of the commitments received from existing U.S. Term Lenders.

Borrower Request. The Borrower may by 10 Business Days’ written notice to the Administrative Agent request request, on up to but no more than four separate occasions, (x) prior to the Tranche 2 Revolving Facility Maturity Date, an increase to the existing Tranche 2 Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Incremental Term Loan Commitments (each, an “Incremental Term Loan Commitment”, and together with the Incremental Revolving Commitments, the “Incremental Commitments”) by an aggregate amount not in excess of $250.0 million minus the amount of Incremental Revolving Commitments made pursuant to this Section 2.19 in connection with the Transactions on the Fifth ARCA Effective Date in the aggregate (which amount shall be increased immediately following the Tranche 1 Revolving Maturity Date by an amount equal to the Tranche 1 Revolving Commitments in effect immediately prior to the Tranche 1 Revolving Maturity Date) and not less than $50,000,000 5.0 million individually. Each such notice shall specify (i) the date (each, an “Increase In- crease Effective Date”) on which the Borrower proposes that the Incremental increased or new Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of such Incremental increased or new Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment. Any Borrowings with respect to the Incremental CommitmentRevolving Commitment or Incremental Term Loan Commitment made pursuant to this Section 2.19 must comply with the requirements of Section 2.03.

Borrower Request. The Borrower Representative may by written notice to the Administrative Agent elect to request (x) prior to the Maturity Date for the Revolving Facility Maturity DateFacility, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments term loan commitments (each, an “Incremental Term Loan Commitment”), and together with (A) pr ior to the Incremental Revolving CommitmentsS pin-Off Effec tive Da te , the “Incremental Commitments”) by an aggregate amount not less than in excess of $150,000,000.150,000,000 and (B) on the Spin -Of f Ef fect ive Da te and the reaf ter , by an aggr eg at e amount not in ex cess of an amount eq ua l to $50,000,000 individuallyle ss the amount of an y In crem ent al Re vol ving Com mitm ents and the a mount of an y In cre me nta l Te rm Commitm ents es xxxxxxx xx pr ior to the Spin -Off Eff ec tive Da te . Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower Representative proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 15 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each existing Lender or Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower Representative proposes any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Each Incremental Commitment shall be in an aggregate amount of $25,000,000 or any whole multiple of $5,000,000 in excess thereof (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth in above).

Borrower Request. The Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Maturity Date for the Revolving Facility Maturity DateCredit Facility, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Credit Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments (eachterm loan commitments hereunder, an “Incremental Term Loan Commitment”, and together with the Incremental Revolving Commitments, the “Incremental Commitments”) by an aggregate amount for clauses (x) and (y) not less than in excess of $50,000,000 individually150,000,000. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 15 Business Days after the date on which such notice is delivered to the Administrative Agent Agent, (or such earlier date agreed by ii) at the election of the Borrower, in consultation with the Administrative Agent) and (ii) , the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocations, if such Eligible Assignees and allocations have been agreed; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment; and (iii) the time period within which each Lender and Proposed New Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice). Each Incremental Commitment shall be in an aggregate amount of $50,000,000 or any whole multiple of $5,000,000 in excess thereof (or, if less, the entire remaining unused increase amount). The Borrower may make a maximum of three such requests. The Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent.

Borrower Request. The Borrower Borrowers may by written notice to the Administrative Agent Agents elect to request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment”, and together with the Incremental Revolving Commitments, the “Incremental Commitments”) by an amount not in excess of $100 million in the aggregate and not less than $50,000,000 individually50 million individually (unless otherwise agreed to by the Administrative Agents). Each such notice shall specify (i) the date on which the Borrowers propose that the increased or new Commitments shall be effective (each, an “"Increase Effective Date”") on and the time period within which the Borrower proposes that the Incremental Commitments shall be effectiveeach Lender is requested to respond, which in each case shall be a date not less than 10 ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of such Incremental Commitments be allocated (each, a “New Lender”) Agents and the amounts of Lenders. The Administrative Agents shall promptly circulate such allocations; provided that any existing Lender approached notice to provide all or a portion each of the Incremental Commitments may elect or decline, Lenders and each Lender in its sole discretionand absolute discretion may notify Administrative Agents 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 such Incremental have declined to increase its Commitment. Administrative Agents shall notify Borrowers and each Lender of the Lenders' responses to each request made hereunder. If the existing Lenders do not agree to the full amount of a requested increase, Borrowers may then invite a Lender or any Lenders to increase their Commitments or invite additional financial institutions (reasonably satisfactory to Administrative Agents, the Arranger and solely to the extent otherwise permitted by Section 11.04) to become Lenders pursuant to an Increase Joinder (as defined below).

Borrower Request. The Borrower may at any time after the ClosingFifth Amendment Effective Date, by written notice to the Administrative Agent elect to request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment”) in a minimum amount of at least $10,000,000 and in integral multiples of $5,000,000 in excess thereof, and together with the Incremental Revolving Commitments, the “Incremental Commitments”) by an up to a maximum aggregate principal amount not less than of $50,000,000 individually125,000,0000. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the such Incremental Commitments Term Loan Commitment shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) person to whom the Borrower proposes any portion of such Incremental Commitments Commitment Increase be allocated (each, a “New Lender”) and the amounts of such allocations; provided provided, that (1) Borrower shall first seek Incremental Term Loan Commitments from the existing Lenders (provided, further that any none of the existing Lender approached Lenders will be required to provide any Incremental Term Loan Commitments, and any decision whether or not to do so by any such Lender shall be made at the sole discretion of such Lender) and (2) if such existing Lenders decline to provide within a reasonable period of time (in any event, not to exceed ten Business Days) following such request all or a portion of such Commitment Increases on terms acceptable to Borrower, then Borrower may seek commitments therefor from other Eligible Assignees (an “Additional Lender”); provided, that the Administrative Agent shall have consented (not to be unreasonably withheld, delayed or conditioned) to such Additional Lender’s making such Incremental Commitments may elect or declineTerm Loans if such consent would be required under Section 10.6 for an assignment of Loans, in its sole discretionas applicable, to provide such Incremental CommitmentAdditional Lender.

Borrower Request. The Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments under a new term facility or under the existing term facility or any increase under an existing Tranche of Term Loans (each, an “Incremental Term Loan Commitment”, and together with the Incremental Revolving Commitmentscollectively, the “Incremental CommitmentsFacilities”) by ), in an aggregate amount not less than $50,000,000 individually. Each such notice shall specify to exceed the Maximum Incremental Facilities Amount (i) the date (eachof establishment of any such Incremental Facility, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any ). Any existing Lender approached to provide all or a portion of the such Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment, and, to the extent any such Incremental Commitments are not provided by existing Lenders, each Lender providing such commitments shall otherwise constitute an Eligible Assignee hereunder; provided that (i) the Administrative Agent shall have consented to such Eligible Assignee providing such Incremental Commitment, as applicable, solely if and to the extent such consent would be required under Section 10.04 for an assignment of such Type of Term Loans or Commitments, as applicable, to such Eligible Assignee and (ii) any Incremental Facilities to be provided by Sponsor Investors shall be subject to the terms of Section 10.04(b) as if such Incremental Facilities were being assigned to such Sponsor Investor; provided further that, for the avoidance of doubt, the Borrower shall not be required to offer the opportunity to participate in any Incremental Facility to any existing Lenders.

Borrower Request. The Borrower may may, by written notice to the Administrative Agent from time to time, request (x) prior to the Revolving Facility Maturity Date, an increase to the existing LC Tranche Commitments, the 2026 Revolving Commitments and/or LC Commitment or to establish one or more new 2028 Revolving Commitments and/or LC Commitments (each, an a “Incremental Revolving Commitment”) and/or (y) at any time Commitment Increase” and the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment”, and together with the Incremental Revolving Commitmentscommitments thereunder, the “Incremental Commitments”) by in an amount not less than (x) with respect to the LC Tranche Commitments, $50,000,000 individually1,000,000 and (y) with respect to the 2026 Revolving Commitments and/or the 2028 Revolving Commitments, $25,000,000, in each case, individually from one or more Incremental Lenders (which may include any existing Lender) willing to provide such Incremental Commitments in their sole discretion; provided that each Incremental Lender (which is not an existing Lender) shall be subject to the approval requirements of Section 10.02. Each such notice shall specify (i) whether such Incremental Commitments are to be established under the LC Tranche Facility, the 2026 Revolving Facility or the 2028 Revolving Facility, (ii) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental increased or new Revolving Commitments shall be effective, which shall be a date not less than 10 ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by shorter period of time as the Administrative AgentAgent may agree to in its sole discretion) and (iiiii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocationsallocations (each provider of the Incremental Commitments referred to herein as an “Incremental Lender”); provided that any existing Lender approached to provide all or a portion of the Incremental increased or new Revolving Commitments may elect or decline, in its sole discretion, to provide such Incremental increased or new Revolving Commitment.

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time ” and the establishment of one or more new Term Loan Commitments (each, Loans made pursuant to an “Incremental Term Loan Commitment”, and together with the Incremental Revolving CommitmentsCommitment, the “Incremental CommitmentsRevolving Loans”) by in an aggregate amount, when combined with the aggregate amount of all Incremental Term Loans borrowed hereunder and all Incremental Revolving Commitments that shall have previously become effective (assuming the full funding of all such Incremental Revolving Commitments), not less than $50,000,000 individuallyin excess of the Incremental Cap. Each such notice shall specify (i) the date (each, an a “Revolving Commitment Increase Effective Date”) on which the Borrower proposes that the Incremental Commitments Revolving Commitment shall be effective, which shall be a date not less than 10 three (3) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee Person (which, if not a Revolving Lender, an Approved Fund or other lender an Affiliate of a Revolving Lender, shall be reasonably acceptable satisfactory to the Administrative Agent Agent, the Swingline Lender and the Issuing Bank (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lendersuch acceptance not to be unreasonably withheld or delayed)) to whom the Borrower proposes any portion of such Incremental Commitments Revolving Commitment be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Revolving Commitments may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment.

Borrower Request. The Borrower may by written notice (each, an “Incremental Facility Request”) to Agent elect to request no more than four times during the Administrative Agent request (x) prior to the Revolving Facility Maturity Dateterm of this Agreement, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment” and the term loans thereunder, an “Incremental Term Loan”) and/or increases in the Revolving Loan Commitments (each, and together with the an “Incremental Revolving CommitmentsLoan Commitment” and the loans thereunder, “Incremental Revolving Loans”; each Incremental Term Loan Commitment and each Incremental Revolving Loan Commitment are each sometimes referred to herein individually as an “Incremental Facility” and collectively as the “Incremental CommitmentsFacilities”) by an amount not in excess of $50,000,000 in the aggregate and not less than $50,000,000 5,000,000 individually. Each such notice Incremental Facility Request shall specify (i) the amount of the Incremental Term Loan Commitment or Incremental Revolving Loan Commitment being requested and (ii) the date (each, an “Increase Incremental Effective Date”) on which the Borrower proposes that the Incremental increased or new Loans and Commitments (and any increase in the L/C Sublimit, if applicable) shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender or L/C Issuer approached to provide all or a portion of the Incremental increased or new Commitments (and increase in the L/C Sublimit, if applicable) may elect or decline, in its sole discretion, to provide such Incremental Commitmentincreased or new Commitment (and increase in the L/C Sublimit, if applicable).

Borrower Request. The Borrower may by written notice to the Administrative Agent request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment”, and together with the Incremental Revolving Commitments, the “Incremental Commitments”) by an amount not less than $50,000,000 individually. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment.

Borrower Request. The Borrower may at any time after the Closing Date by written notice to the Administrative Agent elect to request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment”) in a minimum amount of at least $10,000,000 and in integral multiples of $5,000,000 in excess thereof, and together with the Incremental Revolving Commitments, the “Incremental Commitments”) by an up to a maximum aggregate principal amount not less than of $50,000,000 individually125,000,000. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the such Incremental Commitments Term Loan Commitment shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) person to whom the Borrower proposes any portion of such Incremental Commitments Commitment Increase be allocated (each, a “New Lender”) and the amounts of such allocations; provided provided, that (1) Borrower shall first seek Incremental Term Loan Commitments from the existing Lenders (provided, further that any none of the existing Lender approached Lenders will be required to provide any Incremental Term Loan Commitments, and any decision whether or not to do so by any such Lender shall be made at the sole discretion of such Lender) and (2) if such existing Lenders decline to provide within a reasonable period of time (in any event, not to exceed ten Business Days) following such request all or a portion of such Commitment Increases on terms acceptable to Borrower, then Borrower may seek commitments therefor from other Eligible Assignees (an “Additional Lender”); provided, that the Administrative Agent shall have consented (not to be unreasonably withheld, delayed or conditioned) to such Additional Lender’s making such Incremental Commitments may elect or declineTerm Loans if such consent would be required under Section 10.6 for an assignment of Loans, in its sole discretionas applicable, to provide such Incremental Commitment.Additional Lender. Tiptree Credit Agreement

Borrower Request. The Borrower may may, by written notice to the Administrative Agent from time to time, request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments Facility (each, an “Incremental Term Loan Commitment”, and together with the Incremental Revolving Commitmentscommitments thereunder, the “Incremental Commitments” and the Term Loans thereunder, the “Incremental Term Loans”) by in an amount not less than $50,000,000 individuallyindividually from one or more Incremental Lenders (which may include any existing Lender) willing to provide such Incremental Commitments in their sole discretion; provided that each Incremental Lender (which is not an existing Lender) shall be subject to the approval requirements of Section 10.02. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the proposed Incremental Commitments shall be effective, which shall be a date not less than 10 ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocationsallocations (each provider of the Incremental Commitments referred to herein as an “Incremental Lender”); provided that any existing Lender approached to provide all or a portion of the proposed Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment.

Borrower Request. The Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Facility Final Loan Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments term loan commitments (each, an “Incremental Term Loan Commitment”, ” and together with the Incremental Revolving Commitments, the “Incremental Commitments”) ), by an incremental aggregate amount not less than $50,000,000 individuallyin excess of US$750,000,000 for total Commitments of up to US$3,250,000,000. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Each Incremental Commitment shall be in an aggregate amount of US$10,000,000 or any whole multiple of US$1,000,000 in excess thereof (provided that such amount may be less than US$10,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth in above).

Borrower Request. The Borrower may may, by written notice to the Administrative Agent (which shall promptly notify all Lenders) (a “Term Facility Increase Notice”), from time to time request one or more increases in any Term Facility hereunder, which increases may consist of (xi) prior to the Revolving Facility Maturity Date, an increase one or more increases to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments Term C Facility, (each, an “Incremental Revolving Commitment”ii) and/or (y) at any time the establishment of one or more new additional Term Loan Commitments Facilities in accordance with the terms hereof (each, each an “Incremental Additional Term Loan CommitmentFacility”), and together with the Incremental Revolving Commitments, the “Incremental Commitments”(iii) by an one or more increases to any such Additional Term Facilities; provided that (x) each such requested increase in any Term Facility or any Additional Term Facility hereunder shall be in a principal amount of not less than $50,000,000 individually20,000,000, (y) the Borrower may make a maximum of five such requests pursuant to this Section 2.14 and (z) the aggregate principal amount of all such increases and Additional Term Facilities hereunder shall be subject to the limitation set forth in Section 2.01(g); provided, further, that, each such requested increase shall be made no later than one year prior to the Maturity Date for the Term C Facility. Each such notice Term Lender shall specify (i) be given the date (eachopportunity to participate in any increase in any existing Term Facility or the establishment of any Additional Term Facility, an “in each case by delivery of a copy of each Term Facility Increase Effective Date”) on Notice, in which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by in consultation with the Administrative Agent) and shall specify the time period within which each Term Lender is requested to respond (iiwhich shall in no event be less than ten (10) Business Days from the identity date of each Eligible Assignee or other lender reasonably acceptable delivery of such notice to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental CommitmentTerm Lenders).

Borrower Request. The Borrower may by written notice to shall have the Administrative Agent request (x) right at any time after the Effective Date and prior to the Revolving Facility latest Maturity Date, an increase Date to request increases in the aggregate amount of the Commitments of any Class (prior to the existing Revolving Commitments and/or LC Commitment Maturity Date of such Class) or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment additional tranches of one or more new Term Loan Commitments commitments (each, an “Incremental Term Loan Commitment”; each such increase in the Commitments of any Class or additional tranche, and together with the Incremental Revolving Commitments, the a “Incremental CommitmentsCommitment Increase”) by an amount not less than $50,000,000 individually. Each to make additional loans in such notice shall specify (i) currencies as may be agreed between the date Borrower and the applicable Incremental Term Lenders (each, an “Increase Effective DateIncremental Term Loan”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such by providing written notice is delivered thereof to the Administrative Agent Agent; provided, however, that after giving effect to any such Commitment Increases the aggregate outstanding principal amount of Loans shall not exceed $1,500,000,000 less the amount of any mandatory and optional prepayments of the Loans pursuant to Section 2.9. Each such Commitment Increase must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof (or or, in each case, in such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably lesser amounts as may be acceptable to the Administrative Agent and the Borrower). The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such Commitment Increase so as to achieve a syndication of such increase reasonably satisfactory to the Administrative Agent and the Borrower, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to any such increase and the allocations of any Commitment Increase among such existing Lenders and/or other banks, financial institutions and other institutional lenders, in each case, as reasonably agreed to by the Administrative Agent and the Borrower. No Lender shall be obligated in any way whatsoever to provide a Commitment Increase, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is providing a Commitment Increase, such Lender shall on the date it becomes a Lender of such Class (and, or in the case of an existing Lender, increases its Commitment of the applicable Class) (and as a condition thereto) fund its Loan of the applicable Class in the full amount of its Commitment of such Class. Effecting any Incremental Revolving Commitment that contains an LC CommitmentIncrease under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such Commitment Increase, each Issuing Lender(y) to whom the representations and warranties made or deemed made by the Borrower proposes and any portion other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such Incremental Commitments be allocated increase except to the extent that such representations and warranties expressly relate solely to an earlier date (eachin which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, a “New Lender”in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by the amounts applicable Lenders in accordance with the provisions of Section 13.6., and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of each Loan Party of (A) in the case of the Borrower, all corporate or other necessary action taken by the Borrower to authorize such increase and (B) in the case of each Guarantor, all corporate or other necessary action taken by such Guarantor authorizing the guaranty of such allocationsCommitment Increase; provided (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters with respect to the Commitment Increase as reasonably requested by the Administrative Agent; and (iii) except in the case of a Lender that has requested not to receive Notes, new Notes executed by the Borrower, payable to any such new Lenders and replacement Notes, as applicable, executed by the Borrower, payable to any existing Lender approached to provide all or a portion Lenders of such Class increasing their respective Commitments of such Class, in each case, in the amount of such Xxxxxx’s Commitment at the time of the Incremental effectiveness of the Commitment Increase in the aggregate amount of the Commitments of such Class. In connection with any increase in the aggregate amount of the Commitments of any Class pursuant to this Section 2.17. any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may elect or declinereasonably request and (2) provide to the Administrative Agent, in its sole discretionname, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to provide such Incremental Commitmentcomply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act.

Borrower Request. The Borrower Company may by written notice to the Administrative Agent elect to request (x) prior to the Maturity Date for the Revolving Facility Maturity DateCredit Facility, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments term loan commitments (each, an “Incremental Term Loan Commitment”), by an aggregate amount for clauses (x) and (y) together with the Incremental Revolving Commitmentsshall not exceed, collectively, the “Incremental Commitments”greater of (i) by an amount not less than $50,000,000 individually200,000,000 and (ii) 100% of Consolidated EBITDA measured for the Subject Period ending on or most recently ended prior to such date. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower Company proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 15 Business Days (or such earlier date as the Company and the Administrative Agent may mutually agree) after the date on which such notice is delivered to the Administrative Agent Agent, (or such earlier date agreed by ii) at the election of the Company, in consultation with the Administrative Agent) and (ii) , the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower Company proposes any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocations, if such Eligible Assignees and allocations have been agreed; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment.; and (iii) the time period within which each Lender and Proposed New Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice). Each Incremental Commitment shall be in a minimum amount of $20,000,000 or any whole multiple of $5,000,000 in excess thereof, or such lesser amount as reasonably acceptable to the Administrative Agent. The Company may also invite additional Eligible Assignees to become Lenders pursuant to a joinder

Borrower Request. The Borrower EnergySolutions may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or (the “Incremental Commitments”), (y) after the Third Amended and Restated Effective Date and prior to establish the Reclamation L/C Facility Maturity Date, the establishment of one or more new Revolving Commitments and/or LC Reclamation L/C Facility Commitments (each, an “Incremental Revolving CommitmentReclamation L/C Facility Commitments”) and/or and (yz) at any time prior to the Term Loan Maturity Date, the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment”), and together with in the case of the Incremental Revolving Commitments and the Incremental Term Commitments, the “Incremental Commitments”) by an amount not in excess of the Incremental Commitment Cap in the aggregate and not less than $50,000,000 individually5,000,000 individually (or, if less, the amount of the Incremental Commitment Cap) or, in the case of a Reclamation L/C Facility Commitment no more than the Reclamation L/C Facility Commitment Cap. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower EnergySolutions proposes that the Incremental increased or new Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) financial institution to whom the Borrower EnergySolutions proposes any portion of such Incremental increased or new Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental increased or new Commitments may elect or decline, in its sole discretion, to provide such Incremental increased or new Commitment.

Borrower Request. The Borrower may at any time and from time to time after the RestatementFifth Amendment Effective Date by written notice to the Administrative Agent elect to request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new term loan facilities (each, an “Incremental Term Loan Commitments Facility”) with term loan commitments (each, an “Incremental Term Loan Commitment”) in an aggregate amount not to exceed the greater of (a) $140,000,000175,000,000 and (b) such amount as will not cause the First Lien Secured Leverage Ratio as of the date of the most recent financial statements delivered pursuant to Section 6.1(a) or (b) to be greater than 2.60:1.00, on a pro forma basis after giving effect to the incurrence thereof (and the application of proceeds therefrom, and together in minimum increments of $10,000,000, and for the avoidance of doubt, solely for the purposes of determining compliance with the Incremental Revolving CommitmentsFirst Lien Secured Leverage Ratio test pursuant to this clause (b), the “Incremental Commitments”) by an cash proceeds of such amount raised shall not less than $50,000,000 individuallybe included in the calculation). Each such notice shall specify (i) the date (each, an a “Term Loan Increase Effective Date”) on which the Borrower proposes that the Incremental Commitments Term Loan Commitment shall be effective, which shall be a date not less than 10 ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee Person (which, if not a Lender, an Approved Fund or other lender an Affiliate of a Lender, shall be reasonably acceptable satisfactory to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing LenderAgent) to whom the Borrower proposes any portion of such Incremental Commitments Term Loan Commitment be allocated (each, a “New Lender”) and the amounts of such allocations; provided allocations (it being understood that any no existing Lender approached will have an obligation to provide all or make a portion of the any Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental CommitmentTerm Loan).

Borrower Request. The After the TIBCO Contribution Date, the Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments under a new term facility or under the existing term facility or any increase under an existing tranche of Loans (provided that the Borrower may not increase the Term B-1 Loans) (each, an “Incremental Term Loan Commitment”, ” and together with the Incremental Revolving Commitmentscollectively, the “Incremental CommitmentsFacilities”) by ), in an aggregate amount not less than $50,000,000 individuallyto exceed the Maximum Incremental Facilities Amount. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the such Incremental Term Loan Commitments shall be effective, which shall be a date not less than 10 five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier different date as may be agreed to by the Administrative AgentAgent in its sole discretion) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (andeach such person, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing “Additional Lender”) to whom the Borrower proposes any portion of such Incremental Term Loan Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the such Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment.

Borrower Request. The Borrower may at any time and from time to time after the FifthSixth Amendment Effective Date by written notice to the Administrative Agent elect to request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new term loan facilities (each, an “Incremental Term Loan Commitments Facility”) with term loan commitments (each, an “Incremental Term Loan Commitment”) in an aggregate amount not to exceed the greater of (a) $175,000,000 and (b) such amount as will not cause the First Lien Secured Leverage Ratio as of the date of the most recent financial statements delivered pursuant to Section 6.1(a) or (b) to be greater than 2.60:1.00, on a pro forma basis after giving effect to the incurrence thereof (and the application of proceeds therefrom, and together in minimum increments of $10,000,000, and for the avoidance of doubt, solely for the purposes of determining compliance with the Incremental Revolving CommitmentsFirst Lien Secured Leverage Ratio test pursuant to this clause (b), the “Incremental Commitments”) by an cash proceeds of such amount raised shall not less than $50,000,000 individuallybe included in the calculation). Each such notice shall specify (i) the date (each, an a “Term Loan Increase Effective Date”) on which the Borrower proposes that the Incremental Commitments Term Loan Commitment shall be effective, which shall be a date not less than 10 ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee Person (which, if not a Lender, an Approved Fund or other lender an Affiliate of a Lender, shall be reasonably acceptable satisfactory to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing LenderAgent) to whom the Borrower proposes any portion of such Incremental Commitments Term Loan Commitment be allocated (each, a “New Lender”) and the amounts of such allocations; provided allocations (it being understood that any no existing Lender approached will have an obligation to provide all or make a portion of the any Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental CommitmentTerm Loan).

Borrower Request. The Borrower may by written notice to the Administrative Agent and consent of the Lead Lenders request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment”, and together with the Incremental Revolving Commitments, the “Incremental Commitments”) by an amount not less than $50,000,000 individually10.0 million individually (or such lower amount agreed to by the Lead Lenders) and, in the aggregate for all such requests, not to exceed $50.0 million (it being understood and agreed, for the avoidance of doubt, that such amount shall not be increased by the amount of any prepayment or repayment of the Term Loans). Each Any such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Term Loan Commitments shall be effective, which shall be a date not less than 10 fifteen (15) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date shorter time as agreed by the Administrative Agent) Borrower and the Lead Lenders), (ii) the identity proposed size and terms of such Incremental Term Loan Commitments and (iii) offer each Eligible Assignee or other lender reasonably acceptable Lender the opportunity to subscribe for its pro rata share of the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes Term Loan Commitments. If any portion of the Incremental Term Loan Commitments offered to the Lenders as contemplated in the immediately preceding sentence is not subscribed for by the Lenders within five (5) Business Days of receipt of such Incremental Commitments be allocated notice (each, a “New Lender”) or such shorter time as agreed by the Borrower and the amounts Lead Lenders), the Borrower may, with the consent of the Lead Lenders as to any bank, financial institution or other entity that is not at such time a Lender, offer to any existing Lender or to one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such allocations; provided that any unsubscribed portion of the Incremental Term Loan Commitments, in each case as consented to by the Lead Lenders. Any existing Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment.

Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments Commitment and/or LC Commitment or to establish add one or more new revolving facilities (each, an “Incremental Revolving Commitments and/or LC Commitments Facility”) with revolving commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment”, and together with the Incremental Revolving Commitments, the “Incremental Commitments”) by in an amount not less in excess of the Incremental Cap, and in minimum increments of $500,000 and a minimum amount of $5,000,000 (or such lesser amount equal to the remaining Incremental Cap) (and provided that there shall be not more than $50,000,000 individuallythree tranches of Incremental Revolving Commitments at any time). Each such notice shall specify (i) the date (each, an a “Revolving Commitment Increase Effective Date”) on which the Borrower proposes that the Incremental Commitments Revolving Commitment shall be effective, which shall be a date not less than 10 three (3) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee Person (which, if not a Lender, an Approved Fund or other lender an Affiliate of a Lender, shall be reasonably acceptable satisfactory to the Administrative Agent Agent, the Swingline Lender and the Issuing Lender (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lendersuch acceptance not to be unreasonably withheld or delayed)) to whom the Borrower proposes any portion of such Incremental Commitments Revolving Commitment be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Revolving Commitments may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment.

Borrower Request. The Borrower may by written notice to the Administrative Agent request (x) elect to request, prior to the Revolving Facility Maturity latest Commitment Termination Date, an increase to the then existing Revolving Total Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment”, and together with the Incremental Revolving Commitments, the “Incremental Commitments”) by an amount not in excess of $500,000,000 in the aggregate and not less than $50,000,000 individually100,000,000 individually (each an “Incremental Commitment Increase”). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Commitments Commitment Increase shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) assignee to whom the Borrower proposes any portion of such Incremental Commitments Commitment Increase be allocated (each, a “New Lender”) and the amounts of such allocations; . Incremental Commitment Increases may be provided by any existing Lender (it being understood that (i) any existing Lender approached to provide all or a portion of the Incremental Commitments Commitment Increase may elect or decline, in its sole discretion, to provide such Incremental CommitmentCommitment Increase and (ii) the Borrower shall have no obligation to offer any existing Lender the opportunity to provide any such Incremental Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”); provided that the Agent, each Fronting Bank and the Swingline Lender shall have consented (not to be unreasonably withheld, in the case of the Agent) to such Lender’s or such Additional Lender’s making such Incremental Commitment Increase if such consent would be required under Section 8.04(b)(iii)(B) or (C) for an assignment of Loans or Commitments, as applicable, to such Lender or Additional Lender.

Borrower Request. The Borrower may may, at any time, by written notice to the Administrative Agent Agent, request (xi) prior the establishment of additional Term Loans with terms and conditions identical to the Revolving Facility Maturity Date, an increase to the terms and conditions of existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments Term Loans hereunder (each, an “Incremental Revolving CommitmentTerm Facility Loans” and the related commitments, “Incremental Term Facility Loan Commitments”) ), provided, however, that, upfront fees or original issue discount may be paid to Lenders providing such Incremental Term Facility Loan Commitments, and/or (yii) at any time the establishment of one or more new Tranches of term loans (“New Term Loans” and the related commitments, “New Term Loan Commitments”); provided, however, that (x) the aggregate amount of all Incremental Term Loans issued or incurred (but excluding any such Incremental Term Loan Commitments (eachthat have been terminated prior to such date of determination without being funded) on or prior to such date shall not exceed the Incremental Loan Amount; provided that, an “to the extent the proceeds of any Incremental Term Loans or Incremental Term Loan Commitment”, and together with the Incremental Revolving CommitmentsCommitments are intended to be applied to finance a Limited Condition Acquisition, the “Consolidated First Lien Secured Leverage Ratio shall be tested in accordance with Section 1.06 and (y) any such request for Incremental Commitments”) by an amount not less than $50,000,000 individually. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Term Loan Commitments shall be effectivein a minimum amount of $25.0 million and integral multiples of $1.0 million above such amount. Borrower may request Incremental Term Loan Commitments from existing Lenders and from Eligible Assignees; provided, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent however, that (or such earlier date agreed by the Administrative AgentA) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Incremental CommitmentTerm Loan Commitments offered to it and (B) any potential Lender that is not an existing Lender and agrees to make available an Incremental Term Loan Commitment shall be required to be an Eligible Assignee and shall require approval by Administrative Agent (such approval not to be unreasonably withheld or delayed).

Borrower Request. The Borrower may may, at any time, by written notice to the Administrative Agent Agent, request (xi) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Tranches of Revolving Commitments (each“New Revolving Commitments” and the related Revolving Loans, “New Revolving Loans”), (ii) an increase to any existing Tranche of Revolving Commitments (“Incremental Existing Tranche Revolving Commitments”), (iii) the establishment of additional Term A Facility Loans with terms and conditions identical to the terms and conditions of existing Term A Facility Loans hereunder (“Incremental Term A Loans” and the related commitments, “Incremental Term A Loan CommitmentCommitments”), and/or (iv) the establishment of one or more new Tranches of term loans (“New Term Loans” and together with the Incremental related commitments, “New Term Loan Commitments”); provided, however, that (x) subject to Section 1.07, the aggregate amount of New Revolving Commitments, Incremental Existing Tranche Revolving Commitments, New Term Loans and Incremental Term A Loans incurred on such date shall not exceed the “Incremental Commitments”Loan Amount as of such date and (y) by an amount not less than $50,000,000 individually. Each any such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the request for Incremental Commitments shall be effective, which shall be in a date not less than 10 Business Days after the date on which minimum amount of $25.0 million and integral multiples of $1.0 million above such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the amount. Borrower proposes any portion of such may request Incremental Commitments be allocated from existing Lenders and from Eligible Assignees; provided, however, that (each, a “New Lender”A) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Incremental CommitmentCommitments offered to it and (B) any potential Lender that is not an existing Lender and agrees to make available an Incremental Commitment shall be required to be an Eligible Assignee and shall require approval by Administrative Agent (such approval not to be unreasonably withheld or delayed).

Borrower Request. The Borrower may by written notice to the Administrative Agent request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time after the first anniversary of the Closing Date, the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment”, and together with the Incremental Revolving Commitments, the “Incremental Commitments”) by an amount not less than $50,000,000 individually; provided that the Borrower may establish Incremental Term Loan Commitments pursuant to this Section 2.27 prior to the first anniversary of the Closing Date if such Indebtedness is used, directly or indirectly, to finance the acquisition (including through a Subsidiary, by way of stock acquisitions or by merger, consolidation or amalgamation that is not prohibited by Section 6.10) of additional Routes, Slots or Gate Leaseholds to be pledged as Collateral under the applicable Collateral Documents. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Term Loan Commitments shall be effective, which shall be a date not less than 10 ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of such Incremental Term Loan Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment. The parties waive the requirement for such notice in connection with the increases effective on the Closing Date.

Borrower Request. The Borrower may at any time after the Closing Date by written notice to the Administrative Agent elect to request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment”) in a minimum amount of at least $10,000,000 and in integral multiples of $5,000,000 in excess thereof, and together with the Incremental Revolving Commitments, the “Incremental Commitments”) by an up to a maximum aggregate principal amount not less than of $50,000,000 individually50,000,000. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the such Incremental Commitments Term Loan Commitment shall be effective, which shall be a date not less than 10 ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) person to whom the Borrower proposes any portion of such Incremental Commitments Term Loans be allocated (each, a “New Lender”) and the amounts of such allocations; provided that, (1) Borrower shall first seek Incremental Term Loan Commitments from the existing Lenders (provided further that none of the existing Lenders will be required to provide any Incremental Term Loan Commitments, and any decision whether or not to do so by any such existing Lender approached shall be made at the sole discretion of such existing Lender) and (2) if such existing Lenders decline to provide all or a portion of such Commitments on terms acceptable to Borrower within a reasonable period of time (in any event, not to exceed ten (10) Business Days) following such request, then Borrower may seek commitments therefor from other Eligible Assignees (an “Additional Lender”); provided further that the Administrative Agent shall have consented (not to be unreasonably withheld, delayed or conditioned) to such Additional Lender’s making such Incremental Commitments may elect or declineTerm Loans if such consent would be required under Section 10.6 for an assignment of Loans, in its sole discretionas applicable, to provide such Incremental CommitmentAdditional Lender.

Borrower Request. The At any time and from time to time prior to the later of (x) the Revolving Termination Date and (y) the latest final maturity date with respect to any outstanding Term Loans, the Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments (each, an “Incremental Commitments; provided that the aggregate principal amount of Loans made pursuant to any Term Loan Commitment”, and together with the Incremental Revolving Commitments, the Commitment (“Incremental CommitmentsTerm Loans”) by an amount shall not less than exceed $50,000,000 individually700,000,000 and each tranche of Term Loans shall be in minimum increments of $50,000,000. Each such notice shall specify (i) the date (each, an a “Increase Term Loan Effective Date”) on which the Borrower proposes that the Incremental Term Loan Commitments shall be effective, which shall be a date not less than 10 3 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier other date agreed by as shall be set forth in the Administrative Agent) and applicable Term Loan Joinder), (ii) the identity of each Eligible Assignee Person (which, if not a Lender, an Approved Fund or other lender an Affiliate of a Lender, shall be reasonably acceptable satisfactory to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lenderand shall become a Lender under this Agreement pursuant to a Term Loan Joinder) to whom the Borrower proposes any portion of such Incremental Commitments Term Loan Commitment be allocated (each, a “New Lender”) and the amounts of such allocationsallocations and (iii) the terms and provisions of the Term Loans that will be made pursuant to such Term Loan Commitment; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments Term Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment.

Borrower Request. The Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Maturity Date for the Revolving Facility Maturity DateCredit Facility, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Credit Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments term loan commitments (each, an “Incremental Term Loan Commitment”), and together with the Incremental Revolving Commitments, the “Incremental Commitments”) by an aggregate amount for clauses (x) and (y) not less than in excess of $50,000,000 individually300,000,000. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 15 Business Days after the date on which such notice is delivered to the Administrative Agent Agent, (or such earlier date agreed by ii) at the election of the Borrower, in consultation with the Administrative Agent) and (ii) , the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocations, if such Eligible Assignees and allocations have been agreed; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment; and (iii) the time period within which each Lender and Proposed New Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice). Each Incremental Commitment shall be in an aggregate amount of $50,000,000 or any whole multiple of $5,000,000 in excess thereof (or, if less, the entire remaining unused increase amount). The Borrower may make a maximum of five such requests. The Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent.

Borrower Request. The Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Facility Maturity Termination Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Loan Commitment” and loans pursuant thereto “Incremental Revolving Loans”) and/or (y) at any time the establishment of one or more new Term Loan B Commitments (each, an “Incremental Term Loan Commitment”, ” and together with the Incremental Revolving Commitments, the loans pursuant thereto “Incremental CommitmentsTerm Loans”) for working capital or general corporate purposes, including Permitted Acquisitions, Permitted Joint Venture or Investments permitted by Section 7.06, by an amount not less than in excess of $50,000,000 individuallyin the aggregate; provided that the Borrower may make no more than four increases pursuant to this Section 2.15. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental increased or new Commitments shall be effective, which shall be a date not less than 10 five Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of such Incremental increased or new Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental increased or new Commitments may elect or decline, in its sole discretion, to provide such Incremental increased or new Commitment.

Borrower Request. The Borrower may Borrowers may, by written notice to the Administrative Agent Agent, elect to request after the Closing Date and prior to the Expiration Date, (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Credit Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments term loan commitments (each, an “Incremental Term Loan Commitment”), and together with the Incremental Revolving Commitments, the “Incremental Commitments”) by an aggregate amount in the case of clauses (x) and (y) not less than in excess of $50,000,000 individually50,000,000. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes Borrowers propose that the Incremental Commitments shall be effective, which shall be a date not less than 10 ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed shorter period as may be approved by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) eligible assignee to whom the Borrower proposes Borrowers propose any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Each Incremental Commitment shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof (or, in any case, equal to the remaining availability under the aggregate limit in respect of Incremental Commitments set forth in above). Each request for a Borrowing under an Incremental Revolving Commitment or an Incremental Term Commitment shall be in the form of a Loan Request substantially in the form of Exhibit 2.4(a) or Exhibit 3.1, respectively.

Borrower Request. The Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Facility Maturity Credit Commitment Termination Date, an increase one or more increases to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Credit Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time prior to the Revolving Credit Commitment Termination Date, the establishment of one or more new Term Loan Commitments term loan commitments (each, an “Incremental Term Loan Commitment”” and, and together with the Incremental Revolving CommitmentsCommitment, the “Incremental Commitments”) by (together with respect to any amounts incurred with respect to Incremental Equivalent Debt) (A) an amount not less in excess of the greater of $120,000,000 and 100% of Consolidated EBITDA on a Pro Forma Basis as of the most recently ended Reference Period (less, (i) solely for purposes of determining how much Indebtedness may be incurred under this clause (A), the aggregate principal amount of all Incremental Commitments incurred or issued in reliance on clause (A), and (ii) the aggregate principal amount of all outstanding Incremental Equivalent Debt incurred by reference to this clause (A)) or (B) an unlimited amount so long as, the Borrower’s First Lien Leverage Ratio calculated on a Pro Forma Basis for the most recently ended Reference Period shall not be greater than $50,000,000 individually3.00 to 1.00. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date Business Day not less than 10 Business Days (or such shorter period as to which the Administrative Agent may agree) after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lenderassignee permitted by Section 10.07(b) to whom the Borrower proposes any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment.

Borrower Request. The Borrower may by written notice to the Administrative Agent elect to request (xi) prior to the last day of the Revolving Facility Maturity DateAvailability Period, an increase to the existing Aggregate Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving CommitmentIncrease” and collectively, the “Incremental Revolving Increases”) and/or (yii) at any time the establishment of one or more new Term Loan Commitments tranches of term loans (each, an “Incremental Term Loan CommitmentFacility” and collectively the “Incremental Term Loan Facilities”; the Incremental Revolving Increases, and together with the Incremental Revolving CommitmentsTerm Loan Facilities, each an “Incremental Facility” and collectively the “Incremental CommitmentsFacilities”) by in an amount not in excess of the Incremental Amount in the aggregate and not less than $50,000,000 10.0 million individually. Each such notice shall specify (iA) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the an Incremental Commitments Facility shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Lender or Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of such Incremental Commitments Facility be allocated (each, a “New Lender”) and the amounts of such allocations; provided that provided, that, any existing Lender approached to provide all or a portion of the any Incremental Commitments Facility may elect or decline, in its sole discretion, to provide such all or any portion of any Incremental CommitmentFacility.

Borrower Request. The Borrower Company may by written notice to the Administrative Agent elect to request (x) prior to the Maturity Date for the U.S. Revolving Facility Maturity DateCredit Facility, an increase to the existing U.S. Revolving Credit Commitments and/or LC Commitment or in Dollars (each, an “Incremental U.S. Revolving Commitment”), (y) prior to establish one or more new the Maturity Date for the Alternative Revolving Commitments and/or LC Credit Facility, an increase to the existing Alternative Revolving Credit Commitments (each, an “Incremental Alternative Revolving Commitment” and, together with the Incremental U.S. Revolving Commitments, the “Incremental Revolving Commitments”) and/or (yz) at any time prior to the latest Maturity Date, the establishment of one or more new Term Loan Commitments term loan commitments (each, an “Incremental Term Loan Commitment”), and together with the Incremental Revolving Commitments, the “Incremental Commitments”) by an aggregate amount not less than in excess of $50,000,000 individually750,000,000. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower Company proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower Company proposes any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Each Incremental Commitment shall be in an aggregate amount of $50,000,000 or any whole multiple of $1,000,000 in excess thereof (provided that such amount may be less than $50,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth in above).

Borrower Request. The Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Maturity Date for the Revolving Facility Maturity DateCredit Facility, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Credit Commitments (each, an “"Incremental Revolving Commitment”") and/or (y) at any time an increase to the existing Term Facility or the establishment of one or more new Term Loan Commitments term loan commitment (each, an “"Incremental Term Loan Commitment”"), and together with the Incremental Revolving Commitments, the “Incremental Commitments”) by in an aggregate amount not less than to exceed $50,000,000 individually100,000,000, in each case from any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Additional Lender. Each such notice pursuant to this Section 2.14(a) shall specify (i) the date (each, an “"Increase Effective Date”") on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice the Incremental Term Commitment is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and drawn in full, (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; allocations and (iii) whether such Incremental Commitments are Incremental Revolving Commitments or Incremental Term Commitments. Each Incremental Commitment shall be in an aggregate amount of $10,000,000 or any whole multiple of $5,000,000 in excess thereof (provided that any existing Lender approached to provide such amount may be less than $10,000,000 if such amount represents all or a portion remaining availability under the aggregate limit in respect of the Incremental Commitments may elect or decline, set forth in its sole discretion, to provide such Incremental Commitmentabove).

Borrower Request. The Borrower may by written notice to the Administrative Agent request (x) elect to request, prior to the Revolving Facility Maturity first Funding Date, an increase to the then existing Revolving Total Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment”, and together with the Incremental Revolving Commitments, the “Incremental Commitments”) by an amount not in excess of $100,000,000 in the aggregate and not less than $50,000,000 individuallyindividually (each an “Incremental Commitment Increase”). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Commitments Commitment Increase shall be effective, which shall be a date not less than 10 two (2) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) assignee to whom the Borrower proposes any portion of such Incremental Commitments Commitment Increase be allocated (each, a “New Lender”) and the amounts of such allocations; . Incremental Commitment Increases may be provided by any existing Lender (it being understood that (i) any existing Lender approached to provide all or a portion of the Incremental Commitments Commitment Increase may elect or decline, in its sole discretion, to provide such Incremental CommitmentCommitment Increase and (ii) the Borrower shall have no obligation to offer any existing Lender the opportunity to provide any such Incremental Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”); provided that the Agent shall have consented (not to be unreasonably withheld, in the case of the Agent) to such Lender’s or such Additional Lender’s making such Incremental Commitment Increase if such consent would be required under Section 8.04(b)(iii)(B) for an assignment of Loans or Commitments, as applicable, to such Lender or Additional Lender.

Borrower Request. The Each of Arby’s Opco Borrower or any Co-Borrower with respect to the applicable facility may after the Second Closing Date, by written notice delivery of a Facilities Increase Notice to the Administrative Agent elect to request (x) prior to the Revolving Facility Maturity Credit Termination Date, an increase one or more increases to the existing Revolving Credit Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment”), and together with the Incremental Revolving Commitments, the “Incremental Commitments”) by an amount not in excess of $150,000,000 in the aggregate and not less than $50,000,000 individually20,000,000 in respect of any one increase request (each such increase, a “Facilities Increase”). Each such notice Facilities Increase Notice shall specify (i) the date (each, an a “Facilities Increase Effective Date”) on which the a Borrower proposes that the Incremental increased or new Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice Facilities Increase Notice is delivered to the Administrative Agent (or in the case of a Facilities Increase intended to be effective on the Restatement Effective Date, one Business Day after the date on which such earlier date agreed by Facilities Increase Notice is delivered to the Administrative Agent) ), and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the which a Borrower proposes any portion of such Incremental increased or new Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental increased or new Commitments may elect or decline, in its sole discretion, to provide such Incremental increased or new Commitment; provided further that the Commitment of any Eligible Assignee that is not a Lender prior to the Facilities Increase shall be subject to the consent of the Administrative Agent, which consent shall not be unreasonably withheld.

Borrower Request. The Borrower may at any time and from time to time after the Closing Datelast day of the Liquidity Testing Period by written notice to the Administrative Agent elect to request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Initial Revolving Commitments and/or LC Commitment or to establish one or more new (each, an “Incremental Revolving Commitments and/or LC Commitments Facility”) with revolving commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment”, and together with the Incremental Revolving Commitments, the “Incremental Commitments”) by in an amount not less than in excess of the Incremental Cap, and in minimum increments of $50,000,000 individually500,000 and a minimum amount of $5,000,000 (or such lesser amount equal to the remaining Incremental Cap). Each such notice shall specify (i) the date (each, an a “Revolving Commitment Increase Effective Date”) on which the Borrower proposes that the Incremental Commitments Revolving Commitment shall be effective, which shall be a date not less than 10 three (3) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee Person (which, if not a Lender, an Approved Fund or other lender an Affiliate of a Lender, shall be reasonably acceptable satisfactory to the Administrative Agent and the Issuing Lender (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lendersuch acceptance not to be unreasonably withheld or delayed)) to whom the Borrower proposes any portion of such Incremental Commitments Revolving Commitment be allocated (each, a “New Lender”) and the amounts of such allocations; provided provided, that any existing Lender approached to provide all or a portion of the Incremental Revolving Commitments may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment.

Borrower Request. The Borrower may may, by written notice to the Administrative Agent Agent, request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an a “Incremental Revolving CommitmentCommitment Increase”) and/or (y) at any time the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment”” and, and together with the Incremental Revolving CommitmentsCommitment Increase, the “Incremental Commitments”) by an amount not less than $50,000,000 individually. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental increased or new Commitments shall be effective, which shall be a date not less than 10 ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocationsallocations (each provider of the Incremental Commitments referred to herein as an “Incremental Lender”); provided that any existing Lender approached to provide all or a portion of the Incremental increased or new Commitments may elect or decline, in its sole discretion, to provide such Incremental increased or new Commitment.

Borrower Request. The Canadian Borrower may may, by written notice to the Administrative Agent request Agent, elect (xi) to request, prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish establishment of one or more new Revolving Commitments and/or LC Facility Commitments (each, an “Incremental Revolving CommitmentCommitments”), (ii) and/or (y) at any time to request, prior to the Term B Loan Maturity Date, the establishment of one or more new Term B Loan Commitments (each, an “Incremental Term B Loan Commitment”), and or (iii) to request, at any time, the establishment of one or more new other term loan commitments (each an “Incremental Term Loan Commitment” and, together with the any Incremental Revolving Commitments and Incremental Term B Loan Commitments, the “Incremental Commitments”) by ), in an aggregate amount not less for all such Incremental Commitments, collectively, such that, on a pro forma basis after giving effect to the incurrence and application of proceeds of any Incremental Commitments (assuming that the entire amount of any such Incremental Commitments are fully drawn), the Canadian Borrower shall have a Senior Secured Leverage Ratio no greater than $50,000,000 individually4.00:1.00. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Canadian Borrower proposes that the increased or new Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is at any time or from time to time after the Amendment No. 2 Effective Date, by written notice delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) potential Lender to whom the Canadian Borrower proposes any portion of such increased or new Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Incremental Commitments may elect or decline, in its sole discretion, to provide such increased or new Incremental CommitmentCommitment.request (i) one or more additional Classes of term loans or additional term loans of the same Class of any existing Class of term loans denominated in Dollars or Canadian Dollars (the “Incremental Term Loans”) and (ii) one or more increases in the amount of the Revolving R-2 Facility Commitments of any Class (each such increase, an “Incremental Revolving Credit Commitment Increase,” and together with the Incremental Term Loans the “Incremental Facilities” and the commitments in respect thereof are referred to as the “Incremental Commitments”); provided that, subject to Section 1.06, at the time that any such Incremental Term Loan or Incremental Revolving Credit Commitment Increase is made or effected (and after giving pro forma effect thereto), except as set forth in the proviso to clause (b) below, no Event of Default (or, in the case of the incurrence or provision of any Incremental Facility in connection with an acquisition, no Event of Default under Sections 7.01(b), (c), (h) or (i)) shall have occurred and be continuing.

Borrower Request. The Any Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Maturity Date for the Revolving Facility Maturity DateLoans, an increase to any of the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Loan Commitments (each, an “Incremental Revolving Loan Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments term loan commitments (each, an “Incremental Term Loan Commitment”), and together with by an aggregate amount not to exceed $250,000,000 plus an additional amount if, after giving effect to the incurrence of such additional amount, the Total Leverage Ratio is less than or equal to 3.00:1.00 (assuming, in the case of Incremental Revolving Loan Commitments, that such Incremental Revolving Loan Commitments are fully drawn) (collectively, the “Maximum Incremental CommitmentsFacilities Amount”) by an amount not less than $50,000,000 individually). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Applicable Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 five Business Days Days, or such sooner date as the Administrative Agent, in its sole discretion may agree, after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Applicable Borrower proposes any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Each Incremental Commitment shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth above).

Borrower Request. The Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Maturity Date for the Revolving Facility Maturity DateCredit Facility, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Credit Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments term loan commitments (each, an “Incremental Term Loan Commitment”), and together with the Incremental Revolving Commitments, the “Incremental Commitments”) by an aggregate amount incurred after the Second Amendment Effective Date not less than $50,000,000 individuallyin excess of the Permitted Increase Amount. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of such Incremental Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. A maximum of five Incremental Commitments after the Second Amendment Effective Date shall be permitted. Each Incremental Commitment shall be in an aggregate amount of $20,000,000 or any whole multiple of $5,000,000 in excess thereof (provided that such amount may be less than $20,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth in above).

Borrower Request. The Borrower Borrowers may by written notice to the Administrative Agent Agents elect to request (x) prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment”, and together with the Incremental Revolving Commitments, the “Incremental Commitments”) by an amount not in excess of $100 million in the aggregate and not less than $50,000,000 individually50 million individually (unless otherwise agreed to by the Administrative Agents). Each such notice shall specify (i) the date on which the Borrowers propose that the increased or new Commitments shall be effective (each, an “Increase Effective Date”) on and the time period within which the Borrower proposes that the Incremental Commitments shall be effectiveeach Lender is requested to respond, which in each case shall be a date not less than 10 ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of such Incremental Commitments be allocated (each, a “New Lender”) Agents and the amounts of Lenders. The Administrative Agents shall promptly circulate such allocations; provided that any existing Lender approached notice to provide all or a portion each of the Incremental Commitments may elect or decline, Lenders and each Lender in its sole discretionand absolute discretion may notify Administrative Agents 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 such Incremental have declined to increase its Commitment. Administrative Agents shall notify Borrowers and each Lender of the Lenders’ responses to each request made hereunder. If the existing Lenders do not agree to the full amount of a requested increase, Borrowers may then invite a Lender or any Lenders to increase their Commitments or invite additional financial institutions (reasonably satisfactory to Administrative Agents, the Arranger and solely to the extent otherwise permitted by Section 11.04) to become Lenders pursuant to an Increase Joinder (as defined below).

Borrower Request. The Borrower may Borrowers may, at any time, by written notice to the Administrative Agent Agent, request (xi) prior to the Revolving Facility Maturity Date, an increase to the existing Aggregate Revolving Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving CommitmentCommitments”) and/or (yii) at any time an increase in the amount of the Term Loan or the establishment of one or more new Term Loan Commitments tranches of term loans (eacheach such term loan tranche, an “Incremental Term Loan” and the related commitments, “Incremental Term Loan CommitmentCommitments”, and together with the Incremental Revolving Commitments; all such tranches, the “Incremental CommitmentsTerm Loans”) by an amount not less than $50,000,000 individually. Each such notice shall specify ); provided, however, that (ix) the date aggregate amount of all Incremental Revolving Commitments and Incremental Term Loans issued or incurred pursuant to this Section 2.16 shall not exceed the Incremental Loan Amount and (each, an “Increase Effective Date”y) on which the Borrower proposes that the any such request for Incremental Commitments shall be effectivein a minimum principal amount of (1) $25,000,000 (or, which shall be a date not less than 10 Business Days after if less, the date on which balance of the remaining aggregate principal amount available for all such notice is delivered Incremental Commitments), with respect to the Administrative Agent (or such earlier date agreed by the Administrative Agent) Incremental Term Loan Commitments relating to any Incremental Term Loan, and (ii2) $10,000,000 (or, if less, the identity balance of each Eligible Assignee or other lender reasonably acceptable the remaining aggregate principal amount available for all such Incremental Commitments), with respect to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the Borrower proposes any portion of such Commitments. The Borrowers may request Incremental Commitments be allocated from existing Lenders and from Eligible Assignees; provided, however, that (each, a “New Lender”A) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Incremental CommitmentCommitments offered to it (any failure to respond to such request shall mean such Lender has declined such request) and (B) any potential Lender that is not an existing Lender and agrees to make available an Incremental Commitment shall be required to be an Eligible Assignee and shall require approval by the Administrative Agent and, in the case of any Incremental Revolving Commitments, the L/C Issuer and the Swing Line Lender (such approvals not to be unreasonably withheld or delayed).

Borrower Request. The Borrower may and (with respect to Incremental Term Loan Commitments (as defined below) only) Co-Borrower may, after the Second Closing Date, by written notice delivery of a Facilities Increase Notice to the Administrative Agent elect to request (x) prior to the Revolving Facility Maturity Credit Termination Date, an increase one or more increases to the existing Revolving Credit Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment”"INCREMENTAL TERM LOAN COMMITMENT"), and together with the Incremental Revolving Commitments, the “Incremental Commitments”) by an amount not in excess of $150,000,000 in the aggregate and not less than $50,000,000 individually20,000,000 in respect of any one increase request (each such increase, a "FACILITIES INCREASE"). Each such notice Facilities Increase Notice shall specify (i) the date (each, an “Increase Effective Date”a "FACILITIES INCREASE DATE") on which the Borrower proposes that the Incremental increased or new Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice Facilities Increase Notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) , and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) to whom the which Borrower proposes any portion of such Incremental increased or new Commitments be allocated (each, a “New Lender”) and the amounts of such allocations; provided PROVIDED that any existing Lender approached to provide all or a portion of the Incremental increased or new Commitments may elect or decline, in its sole discretion, to provide such Incremental increased or new Commitment; PROVIDED FURTHER that the Commitment of any Eligible Assignee that is not a Lender prior to the Facilities Increase shall be subject to the consent of the Administrative Agent, which consent shall not be unreasonably withheld.

Borrower Request. The Borrower may by written notice to the Administrative Agent request (x) elect to request, prior to the Revolving Facility Maturity latest Commitment Termination Date, an increase to the then existing Revolving Total Commitments and/or LC Commitment or to establish one or more new Revolving Commitments and/or LC Commitments (each, an “Incremental Revolving Commitment”) and/or (y) at any time the establishment of one or more new Term Loan Commitments (each, an “Incremental Term Loan Commitment”, and together with the Incremental Revolving Commitments, the “Incremental Commitments”) by an amount not in excess of $400,000,000 in the aggregate and not less than $50,000,000 individually100,000,000 individually (each an “Incremental Commitment Increase”). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Commitments Commitment Increase shall be effective, which shall be a date not less than 10 ten Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date agreed by the Administrative Agent) and (ii) the identity of each Eligible Assignee or other lender reasonably acceptable to the Administrative Agent (and, in the case of any Incremental Revolving Commitment that contains an LC Commitment, each Issuing Lender) assignee to whom the Borrower proposes any portion of such Incremental Commitments Commitment Increase be allocated (each, a “New Lender”) and the amounts of such allocations; . Incremental Commitment Increases may be provided by any existing Lender (it being understood that (i) any existing Lender approached to provide all or a portion of the Incremental Commitments Commitment Increase may elect or decline, in its sole discretion, to provide such Incremental CommitmentCommitment Increase and (ii) the Borrower shall have no obligation to offer any existing Lender the opportunity to provide any such Incremental Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”); provided that the Agent, each Fronting Bank and the Swingline Lender shall have consented (not to be unreasonably withheld, in the case of the Agent) to such Lender’s or such Additional Lender’s making such Incremental Commitment Increase if such consent would be required under Section 8.04(b)(iii)(B) or (C) for an assignment of Loans or Commitments, as applicable, to such Lender or Additional Lender.