Common use of Incremental Lenders Clause in Contracts

Incremental Lenders. Each notice from the applicable Borrower pursuant to this Section shall set forth the requested amount, currency and proposed terms of the relevant Incremental Increase. Incremental Increases may be provided by any existing Lender or by any other Persons (an “Incremental Lender”); provided that the Administrative Agent, each Issuing Lender and/or each Swingline Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Incremental Lender’s providing such Incremental Increases to the extent any such consent would be required under Section 12.9(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Incremental Lender. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Incremental 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 to the proposed Incremental Lenders (or such shorter period as may be approved by the Administrative Agent). Each proposed Incremental Lender may elect or decline, in its sole discretion, and shall notify the Administrative Agent within such time period whether it agrees, to provide an Incremental Increase and, if so, whether by an amount equal to, greater than or less than requested. Any Person not responding within such time period shall be deemed to have declined to provide an Incremental Increase.

Incremental Lenders. Each notice from the applicable Borrower pursuant to this Section shall set forth the requested amount, currency amount and proposed terms of the relevant Incremental IncreaseIncreases. Incremental Increases may be provided by any existing Lender (but no existing Lender will have an obligation to make a portion of any Incremental Increase) or by any other Persons (each, an “Incremental Lender”); provided that the Administrative Agent, each the Issuing Lender and/or each Bank and the Swingline Lender, as applicable, shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Incremental Lender’s providing such Incremental Increases Increase to the extent any such consent would be required under Section 12.9(b11.5(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Incremental Lender. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Incremental 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 to the proposed Incremental Lenders (or such shorter period as may be approved agreed to by the Administrative AgentAgent in its sole discretion). Each proposed Incremental Lender may elect or decline, in its sole discretion, and shall notify the Administrative Agent within such time period whether it agrees, to provide an Incremental Increase and, if so, whether by an amount equal to, greater than or less than requested. Any Person not responding within such time period shall be deemed to have declined to provide an Incremental Increase.

Incremental Lenders. Each notice from the applicable Borrower pursuant to this Section shall set forth the requested amount, currency and proposed terms of the relevant Incremental Increase. Incremental Increases Term Loans may be provided made, and Incremental Revolving Commitments may be provided, by any existing Lender (but no existing Lender will have an obligation to make any Incremental Commitment (or Incremental Loan), nor will the Borrower have any obligation to approach any existing Lenders to provide any Incremental Commitment (or Incremental Loan)) or by any other Persons Additional Lender (each such existing Lender or Additional Lender providing such Loan or Commitment, an “Incremental Term Lender” or “Incremental Revolving Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (i) the Administrative AgentAgent or, in the case of any Incremental Revolving Commitments only, each Issuing Lender and/or each Swingline Lender, as applicableBank, shall have consented (in each case, not to be unreasonably withheld, conditioned withheld or delayed) to such Incremental Additional Lender’s making such Incremental Term Loans or providing such Incremental Increases Revolving Commitments to the extent any such consent consent, if any, would be required under Section 12.9(b10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Additional Lender, (ii) with respect to Incremental Lender. At the time of sending such noticeTerm Commitments, the applicable Borrower (in consultation with the Administrative Agent) any Affiliated Lender providing an Incremental Term Commitment shall specify the time period within which each Incremental 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 subject to the proposed same restrictions set forth in Section 10.07(h) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Incremental Lenders (or such shorter period as may be approved by the Administrative Agent). Each proposed Incremental Lender may elect or decline, in its sole discretion, and shall notify the Administrative Agent within such time period whether it agrees, to provide an Incremental Increase and, if so, whether by an amount equal to, greater than or less than requested. Any Person not responding within such time period shall be deemed to have declined to provide an Incremental IncreaseRevolving Commitments.

Incremental Lenders. Each notice from the applicable Borrower Borrowers pursuant to this Section shall set forth the requested amount, currency amount and proposed terms of the relevant Incremental Increase. Incremental Increases may be provided by any existing Lender or by any other Persons (an “Incremental Lender”); provided that the Administrative Agent, each Issuing Lender Bank and/or each Swingline Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned withheld or delayed) to such Incremental Lender’s providing such Incremental Increases to the extent any such consent would be required under Section 12.9(b9.04(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Incremental Lender. At the time of sending such notice, the applicable Borrower Borrowers (in consultation with the Administrative Agent) shall specify the time period within which each Incremental 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 to the proposed Incremental Lenders (or such shorter period as may be approved by the Administrative Agent)Lenders. Each proposed Incremental Lender may elect or decline, in its sole discretion, and shall notify the Administrative Agent within such time period whether it agrees, to provide an Incremental Increase and, if so, whether by an amount equal to, greater than or less than requested. Any Person not responding within such time period shall be deemed to have declined to provide an Incremental Increase.

Incremental Lenders. Each notice from the applicable Borrower pursuant to this Section shall set forth the requested amount, currency amount and proposed terms of the relevant Incremental Increase. Incremental Increases may be provided by any existing Lender (but no existing Lender will have any obligation to make a portion of any Incremental Increase) or by any other Persons (each such Person referred to in this sentence that agrees to provide any portion of an Incremental Increase, an “Incremental Lender”); provided that the Administrative Agent, each Issuing Lender L/C Issuer and/or each Swingline the Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Incremental Lender’s providing such Incremental Increases to the extent any such consent would be required under Section 12.9(b10.06(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Incremental Lender. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Incremental Lender is requested to respond, which shall in no event be less than ten (10) 10 Business Days from the date of delivery of such notice to the proposed Incremental Lenders (or such shorter period as may be approved agreed to by the Administrative AgentAgent and each Incremental Lender, in their sole discretion). Each proposed Incremental Lender may elect or decline, in its sole discretion, and shall notify the Administrative Agent within such time period whether it agrees, to provide an Incremental Increase and, if so, whether by an amount equal to, greater than or less than requested. Any Person not responding within such time period shall be deemed to have declined to provide an Incremental Increase.

Incremental Lenders. Each notice from the applicable Borrower pursuant to this Section shall set forth the requested amount, currency amount and proposed terms of the relevant Incremental Increase. Incremental Increases may be provided by any existing Lender or by any other Persons (an “Incremental Lender”); provided that the Administrative Agent, each Issuing Lender and/or each Swingline Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Incremental Lender’s providing such Incremental Increases to the extent any such consent would be required under Section 12.9(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Incremental Lender. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Incremental 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 to the proposed Incremental Lenders (or such shorter period as may be approved by the Administrative Agent)Lenders. Each proposed Incremental Lender may elect or decline, in its sole discretion, and shall notify the Administrative Agent within such time period whether it agrees, to provide an Incremental Increase and, if so, whether by an amount equal to, greater than or less than requested. Any Person not responding within such time period shall be deemed to have declined to provide an Incremental Increase.

Incremental Lenders. Each notice from the applicable Borrower pursuant to this Section shall set forth the requested amount, currency and proposed terms of the relevant Incremental Increase. Incremental Increases Facilities may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to make all or any portion of any Incremental Loan, nor will the Borrower have any obligation to approach any existing Lender(s) to provide any Incremental Loan) or by any other Persons (an “Incremental Lender”)Additional Lender on terms permitted by this Section 2.14; provided that the Administrative Agent, the Swing Line Lender and each Issuing Lender and/or each Swingline Lender, as applicable, Bank shall have consented (in each case, such consent not to be unreasonably withheld, conditioned or delayed) to any such Incremental LenderPerson’s providing such Incremental Increases to the extent any Revolving Facilities if such consent would be required under Section 12.9(b10.07(b)(iii) for an assignment of such Loans or Revolving Credit Commitments, as applicable, to such Person. While existing Lenders may (but are not obligated, unless invited and so elect, to) participate in any syndication of an Incremental Lender. At the time of sending such noticeFacility and may (but are not obligated, unless invited and so elect, to) become lenders with respect thereto, the applicable existing Lenders will not have any right to participate in any syndication, and will not have any right of first refusal or other right to provide all or any portion, of any Incremental Facility or Incremental Loan except to the extent the Borrower and the arrangers thereof, if any, in their discretion, choose to invite or include any such existing Lender (which may or may not apply to all existing Lenders and may or may not be pro rata among existing Lenders). Final allocations in consultation respect of Incremental Facilities will be made by the Borrower together with the Administrative Agent) arrangers thereof, if any, in their discretion, on the terms permitted by this Section 2.14. For the avoidance of doubt, no Affiliated Lender may provide any Incremental Revolving Loans, and any Affiliated Lender that provides any Incremental Term Loans shall specify the time period within which each Incremental 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 subject to the proposed Incremental limitations on Affiliated Lenders set forth in Section 10.07(h) (or such shorter period as may be approved by including the Administrative AgentAffiliated Lender Cap). Each proposed Incremental Lender may elect or decline, in its sole discretion, and shall notify the Administrative Agent within such time period whether it agrees, to provide an Incremental Increase and, if so, whether by an amount equal to, greater than or less than requested. Any Person not responding within such time period shall be deemed to have declined to provide an Incremental Increase.

Incremental Lenders. Each notice from the applicable Borrower pursuant to this Section shall set forth the requested amount, currency and proposed terms of the relevant Incremental Increase. Incremental Increases Term Loans may be provided made, and Incremental Revolving Commitments may be provided, by any existing Lender as approved by the Borrower (but no existing Lender will have an obligation to make any Incremental Commitment (or Incremental Loan), nor will the Borrower have any obligation to approach any existing Lenders to provide any Incremental Commitment (or Incremental Loan)) or by any other Persons Additional Lender (each such existing Lender or Additional Lender providing such Loan or Commitment, an “Incremental Term Lender” or “Incremental Revolving Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (i) the Administrative AgentAgent or, in the case of any Incremental Revolving Commitments only, each Issuing Lender and/or each Swingline Lender, as applicableBank, shall have consented (in each case, not to be unreasonably withheld, conditioned withheld or delayed) to such Incremental Additional Lender’s making such Incremental Term Loans or providing such Incremental Increases Revolving Commitments to the extent any such consent consent, if any, would be required under Section 12.9(b10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Additional Lender, (ii) with respect to Incremental Lender. At the time of sending such noticeTerm Commitments, the applicable Borrower (in consultation with the Administrative Agent) any Affiliated Lender providing an Incremental Term Commitment shall specify the time period within which each Incremental 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 subject to the proposed same restrictions set forth in Section 10.07(h) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Incremental Lenders (or such shorter period as may be approved by the Administrative Agent). Each proposed Incremental Lender may elect or decline, in its sole discretion, and shall notify the Administrative Agent within such time period whether it agrees, to provide an Incremental Increase and, if so, whether by an amount equal to, greater than or less than requested. Any Person not responding within such time period shall be deemed to have declined to provide an Incremental IncreaseRevolving Commitments.

Incremental Lenders. Each notice from the applicable Borrower Agent pursuant to this Section shall set forth the requested amount, currency amount and proposed terms of the relevant Incremental Increase. Incremental Increases may be provided by any existing Lender or by any other Persons (each, an “Incremental Lender”); provided that the Administrative Agent, each the Issuing Lender and/or each and the Swingline Lender, as applicable, shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Incremental Lender’s providing such Incremental Increases Increase to the extent any such consent would be required under Section 12.9(b11.9(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Incremental Lender. At the time of sending such notice, the applicable Borrower Agent (in consultation with the Administrative Agent) shall specify the time period within which each Incremental 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 to the proposed Incremental Lenders (or such shorter period as may be approved by the Administrative Agent)Lenders. Each proposed Incremental Lender may elect or decline, in its sole discretion, and shall notify the Administrative Agent within such time period whether it agrees, to provide an Incremental Increase and, if so, whether by an amount equal to, greater than or less than requested. Any Person not responding within such time period shall be deemed to have declined to provide an Incremental Increase.

Incremental Lenders. Each notice from the applicable Borrower pursuant to this Section 2.2(c) shall set forth the requested amount, currency amount and proposed terms of the relevant Incremental Increase. The Incremental Increases Increase may be provided by any existing Lender or by any other Persons (an in such capacity, the “Incremental Lender” and collectively, the “Incremental Lenders”); provided that the Administrative Agent, each Issuing Lender and/or each Swingline Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Incremental Lender’s providing such Incremental Increases to the extent any such consent would be required under Section 12.9(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Incremental Lender. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative AgentAgents) shall specify the time period within which each the Incremental Lender is Lenders are requested to respond, which shall in no event be less than ten five (105) Business Days from the date of delivery of such notice to the proposed Incremental Lenders (or such shorter period as may be approved agreed to by Agents) (such date, the Administrative Agent“Incremental Increase Response Date”). Each proposed Incremental Lender may elect or decline, in its sole discretion, and shall notify the Administrative Agent Agents within such time period whether it agrees, agrees to provide an the Incremental Increase and, if so, whether by an amount equal to, greater than or less than requested. Any Person If an Incremental Lender does not responding respond within such time period period, such Incremental Lender shall be deemed to have declined to provide an Incremental Increase. If the Incremental Lenders (A) fail to elect to fund the full amount of the Incremental Increase requested by Borrower under Section 2.2(c)(i) by the Incremental Increase Response Date or (B) fail to fund to full amount of the Incremental Increase requested by Borrower under Section 2.2(c)(i) on the Incremental Increase Effective Date, the Lenders shall cover the remaining amount of the Incremental Increase in proportion to their Pro Rata Share, unless a Lender elects in its discretion to fund more than its Pro Rata Share.

Incremental Lenders. Each notice from the applicable US Borrower pursuant to this Section shall set forth the requested amount, currency amount and proposed terms of the relevant Incremental Increase. Incremental Increases may be provided by any existing Lender or by any other Persons (an “Incremental Lender”); provided that the Administrative Agent, each Issuing Lender and/or each Swingline Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Incremental Lender’s providing such Incremental Increases to the extent any such consent would be required under Section 12.9(b12.10(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Incremental Lender. At the time of sending such notice, the applicable US Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Incremental 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 to the proposed Incremental Lenders (or such shorter period as may be approved by the Administrative Agent)Lenders. Each proposed Incremental Lender may elect or decline, in its sole discretion, and shall notify the Administrative Agent within such time period whether it agrees, to provide an Incremental Increase and, if so, whether by an amount equal to, greater than or less than requested. Any Person not responding within such time period shall be deemed to have declined to provide an Incremental Increase.50788495_7

Incremental Lenders. Each notice Upon receipt of an Incremental Request from the applicable Borrower pursuant Borrower, the Administrative Agent shall offer the Lenders the opportunity to this Section shall set forth participate in the requested amount, currency and proposed terms Incremental Facility in such amounts that would allow such Lender to maintain its percentage of the relevant Total Credit Exposures of all Lenders. Each Lender that fails to respond to such a notice in writing in a form acceptable to the Administrative Agent within the period of time provided therein shall be deemed to have elected not to participate in such Incremental IncreaseFacility. No Lender shall have any obligation to fund Loans pursuant to, or commit to provide, any Incremental Increases may Facility, and any decision by a Lender to fund Loans pursuant to, or commit to provide, any Incremental Facility shall be provided by any existing Lender or by made in its sole discretion independently from any other Persons (an “Lender. If in response to the offer to participate in any Incremental Lender”); provided that Facility made by the Administrative Agent, each Issuing Lender and/or each Swingline Lenderthe Administrative Agent receives commitments from Lenders in excess of the requested Incremental Facility, as applicable, the Administrative Agent shall have consented (not to be unreasonably withheldthe right, conditioned or delayed) to such Incremental Lender’s providing such Incremental Increases to the extent any such consent would be required under Section 12.9(b) for an assignment of Loans or Revolving Credit Commitments, as applicablein its sole discretion, to reduce and reallocate (within the minimum and maximum amounts specified by each such Incremental Lender. At the time of sending such notice, the applicable Borrower (Lender in consultation with its notice to the Administrative Agent) shall specify the time period shares of the Incremental Facility of the Lenders willing to fund (or commit to fund) such Incremental Facility so that the total committed Incremental Facility equals the requested Incremental Facility. If the Administrative Agent has not received commitments from Lenders in an amount equal to or greater than the requested Incremental Facility within which each Incremental Lender is requested to respond, which shall in no event be less than ten (10) Business Days of receipt of an Incremental Request from the date Borrower, at the Borrower’s election, the portion of delivery the Borrower’s Incremental Request which remains uncommitted may be offered to new lenders which are Eligible Assignees and which are reasonably acceptable to the Borrower and the Administrative Agent (each such lender, an “Additional Incremental Lender”). If the Administrative Agent receives commitments from Additional Incremental Lenders in excess of the remaining uncommitted portion of the requested Incremental Facility, the Borrower and the Administrative Agent shall reduce and reallocate (within the minimum and maximum amounts specified by each such Lender in its notice to the proposed Administrative Agent) the shares of the Incremental Facility of the Additional Incremental Lenders willing to fund (or commit to fund) such shorter period as may be approved by Incremental Facility so that the Administrative Agent)total committed Incremental Facility equals the requested Incremental Facility. Each proposed Incremental Lender may elect or decline, in its sole discretion, and shall notify If the Administrative Agent within such time period whether it agrees, to provide an does not receive commitments from Lenders or Additional Incremental Increase and, if so, whether by Lenders in an amount equal tosufficient to fund the requested Incremental Facility, greater than or less than requested. Any Person not responding within the Administrative Agent shall so notify the Borrower and the request for such time period Incremental Facility shall be deemed to have declined to provide an automatically rescinded; provided that the Borrower may submit a replacement Incremental IncreaseRequest setting forth different terms for the requested Incremental Facility.

Incremental Lenders. Each notice from the applicable Borrower pursuant to this Section 5.13 shall set forth the requested amount, currency amount and proposed terms of the relevant Incremental Increase. Incremental Increases may be provided by any existing Lender or by any other Persons (each such Lender or other Person, an “Incremental Lender”); provided that the Administrative Agent, Agent and each Issuing Lender and/or each Swingline Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned withheld or delayed) to such Incremental Lender’s providing such Incremental Increases to the extent any such consent would be required under Section 12.9(b12.10(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Incremental Lender. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each proposed Incremental 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 to the proposed Incremental Lenders (or such shorter period as may be approved agreed to by the Administrative Agent). Each proposed Incremental Lender may elect or decline, in its sole discretion, and shall notify the Administrative Agent within such time period whether it agrees, to provide an Incremental Increase and, if so, whether by an amount equal to, greater than or less than requested. Any Person not responding within such time period shall be deemed to have declined to provide an Incremental Increase.

Incremental Lenders. Each notice from the applicable Borrower pursuant to this Section shall set forth the requested amount, currency and proposed terms of the relevant Incremental Increase. Incremental Increases Term Loans may be provided made, and Incremental Revolving Commitments may be provided, by any existing Lender as approved by the Borrower (but no existing Lender will have an obligation to make any Incremental Commitment (or Incremental Loan)) or by any other Persons Additional Lender (each such existing Lender or Additional Lender providing such Loan or Commitment, an “Incremental Term Lender” or “Incremental Revolving Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (i) all existing Lenders, prior to the time of incurrence of such Incremental Commitment (or 178 Incremental Loan), shall first be offered, by written request from the Borrower at least five (5) Business Days prior to any applicable response deadline, the right to accept or reject (in each case in their sole discretion) the opportunity to provide on a pro rata basis any such Incremental Term Loans and Incremental Revolving Commitments, (ii) the Administrative AgentAgent or, in the case of any Incremental Revolving Commitments only, each Swing Line Lender and each Issuing Lender and/or each Swingline Lender, as applicableBank, shall have consented (in each case, not to be unreasonably withheld, conditioned withheld or delayed) to any Additional Lender’s making such Incremental Lender’s Term Loans or providing such Incremental Increases Revolving Commitments to the extent any such consent consent, if any, would be required under Section 12.9(b10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Additional Lender, (iii) with respect to Incremental Lender. At Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the time same restrictions set forth in Section 10.07(h), (i) and (j) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of sending such noticeTerm Loans, (iv) each Additional Lender that is not a Lender prior to the incurrence of the applicable Borrower (in consultation with the Administrative Agent) Incremental Commitment shall specify the time period within which each Incremental Lender is requested be required to respond, which shall in no event be less than ten (10) Business Days from the date of delivery of such notice deliver a duly executed joinder agreement to the proposed Incremental Lenders (or such shorter period as may be approved by the Administrative Agent). Each proposed Incremental Lender may elect or decline, AAL in its sole discretion, form and shall notify substance reasonably satisfactory to the Administrative Agent within such time period whether it agrees, to and the AAL Last Out Representative and (v) Affiliated Lenders may not provide an Incremental Increase and, if so, whether by an amount equal to, greater than or less than requested. Any Person not responding within such time period shall be deemed to have declined to provide an Incremental IncreaseRevolving Commitments.

Incremental Lenders. Each (i) The Borrower may, by written notice from to the applicable Borrower pursuant Administrative Agent and each Lender, elect to this Section shall set forth request, prior to the requested amount, currency and proposed terms last day of the relevant Incremental IncreaseRevolving Period, an increase to the existing Individual Lender Maximum Funding Amount (any such increase, the “New Maximum Funding Amounts”) by an amount with the consent of the Administrative Agent and each Lender whose Individual Lender Maximum Funding Amount is being increased thereby in their respective sole discretion and subject to any internal approvals;. Incremental Increases may be provided by any existing Lender or by any other Persons Each such notice shall specify (i) the amount of the New Maximum Funding Amount, (ii) the date (each, an “Incremental Increased Amount Date”) on which the Borrower proposes that the New Maximum Funding Amounts shall be effective and approved in writing by the Administrative Agent and (iii) the identity of each Lender (each, an “Increasing Lender”) to whom the Borrower proposes any portion of such New Maximum Funding Amounts be allocated and the amounts of such allocations (if then known). Such New Maximum Funding Amounts shall become effective as of such Increased Amount Date; provided that (A) no Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Maximum Funding Amounts; (B) the New Maximum Funding Amounts shall be effected pursuant to one or more Funding Increase Agreements for any Lender executed and delivered by the Borrower, such Lender and the Administrative Agent, and each Issuing Lender and/or each Swingline Lender, of which shall be recorded in the Register; (C) the Borrower shall pay any other required fees as applicable, reasonably agreed upon in connection with the New Maximum Funding Amounts; and (D) the Borrower shall have consented (not deliver or cause to be unreasonably withheld, conditioned delivered any legal opinions or delayed) to such Incremental Lender’s providing such Incremental Increases to the extent other customary closing documents reasonably requested by Administrative Agent or an Increasing Lender in connection with any such consent would be required under Section 12.9(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Incremental Lender. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Incremental 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 to the proposed Incremental Lenders (or such shorter period as may be approved by the Administrative Agent). Each proposed Incremental Lender may elect or decline, in its sole discretion, and shall notify the Administrative Agent within such time period whether it agrees, to provide an Incremental Increase and, if so, whether by an amount equal to, greater than or less than requested. Any Person not responding within such time period shall be deemed to have declined to provide an Incremental Increasetransaction.

Incremental Lenders. Each notice from the applicable Borrower pursuant to this Section shall set forth the requested amount, currency and proposed terms of the relevant Incremental Increase. Incremental Increases Loans may be provided made by any existing Lender (but no existing Lender will have an obligation to make any Incremental Commitment (or Incremental Loan), nor will the Borrower have any obligation to approach any existing Lenders to provide any Incremental Commitment (or Incremental Loan)) or by any other Persons Additional Lender (an each such existing Lender or Additional Lender providing such Loan, collectively, the “Incremental LenderLenders”); provided that the Administrative Agent, each Issuing Lender and/or each Swingline Lender, as applicable, Agent shall have consented (in each case, not to be unreasonably withheld, conditioned withheld or delayed) to such Incremental Additional Lender’s providing making such Incremental Increases Loans to the extent any such consent consent, if any, would be required under Section 12.9(b10.07(b) for an assignment of Loans or Revolving Credit to such Additional Lender, (ii) Borrower Affiliates may not provide Incremental Commitments, as applicable, (iii) each existing Lender shall be provided a right of first offer to provide such Incremental Commitments on a pro rata basis with such Lender. At ’s existing Commitments; provided that any portions of the time Incremental Commitments declined to be provided by any such existing Lender (or not accepted thereby) prior to the tenth (10th) Business Day following the date of sending receipt of such noticeoffer from the Borrower shall then be offered to the non-declining existing Lenders on a pro rata basis based on the outstanding principal amount of their existing Commitments as of such date, the applicable Borrower and any amounts not accepted by such non-declining existing Lenders within three (in consultation with the Administrative Agent) shall specify the time period within which each Incremental Lender is requested to respond, which shall in no event be less than ten (103) Business Days from thereafter may be offered by the date of delivery of such notice Borrower to any other Person who may become a Lender hereunder, and (iv) with respect to Incremental Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the proposed Incremental Lenders (same restrictions set forth in Section 10.07(g) as they would otherwise be subject to with respect to any purchase by or assignment to such shorter period as may be approved by the Administrative Agent). Each proposed Incremental Affiliated Lender may elect or decline, in its sole discretion, and shall notify the Administrative Agent within such time period whether it agrees, to provide an Incremental Increase and, if so, whether by an amount equal to, greater than or less than requested. Any Person not responding within such time period shall be deemed to have declined to provide an Incremental Increaseof Term Loans.

Incremental Lenders. Each notice from the applicable Borrower pursuant to this Section shall set forth the requested amount, currency and proposed terms of the relevant Incremental Increase. Incremental Increases Facilities may be provided by any additional bank, financial institution, existing Lender or by other Person (any such bank, financial institution, existing Lender or other Persons Person being called an “Additional Lender”) and, if not already a Lender and if such Incremental Facility is to be documented pursuant to this Agreement, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Lead Borrower, such Additional Lender”), the Administrative Agent and, in the case of any Incremental Revolving Credit Commitments, each L/C Issuer; provided that the consent of the Administrative AgentAgent and, in the case of Incremental Revolving Credit Commitments and the L/C Issuer (in each Issuing Lender and/or each Swingline Lendercase, as applicable, shall have consented (not to be unreasonably withheld, conditioned delayed or delayedconditioned) will be required with respect to any such Incremental Lender’s providing such Incremental Increases to the extent any Additional Lender if such consent would be required under Section 12.9(b) 10.07 for an assignment to such Additional Lender; provided further that no Incremental Term Loans may be provided by a Sponsor Affiliated Lender unless, after giving effect to such Incremental Term Loans, the aggregate Outstanding Amount of all Term Loans that are held by Sponsor Affiliated Lenders (other than Affiliated Debt Funds) does not exceed 25% of the aggregate Outstanding Amount of the Term Loans then outstanding (determined as of the time of such purchase). At the election of the Lead Borrower, commitments in respect of any Incremental Term Loans or Incremental Revolving Credit Commitments may become Commitments under this Agreement. The Lead Borrower agrees to provide the GS Investor Lenders (or other applicable GS Investors on behalf of any GS Investor Lenders) with a bona fide right of first offer to provide a pro rata share of any Incremental Term Loans or Incremental Revolving Credit Commitments in proportion to each GS Investor Lender’s outstanding balance of Term Loans or Revolving Credit Commitments, as applicable, to such Incremental Lenderapplicable (and any GS Investor Lenders’ proportion may be provided by other applicable GS Investors). At the time of sending such notice, If the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Incremental 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 to the proposed Incremental GS Investor Lenders (or other applicable GS Investors) are unwilling to provide such shorter period as may be approved Incremental Term Loans or Incremental Revolving Credit Commitments promptly upon request or if the Lead Borrower is not willing to agree to the terms, conditions and economics proposed by such GS Investor Lenders (or other applicable GS Investors), the Administrative Agent)Lead Borrower may, in its sole discretion, retain any other Persons to provide such Incremental Facilities on terms, conditions and economics agreed with such other Persons. Each proposed Any existing Lender offered or approached to provide a portion of the Incremental Lender Facilities may elect or decline, in its sole discretion, and shall notify the Administrative Agent within such time period whether it agrees, to provide an Incremental Increase and, if so, whether by an amount equal to, greater than or less than requested. Any Person not responding within such time period shall be deemed to have declined to provide an Incremental Increasea portion thereof.

Incremental Lenders. Each notice from the applicable Borrower pursuant to this Section shall set forth the requested amount, currency amount and proposed terms of the relevant Incremental IncreaseIncreases. Incremental Increases may be provided by any existing Lender (but no existing Lender will have an obligation to make a portion of any Incremental Increase) or by any other Persons (each, an “Incremental Lender”); provided that the Administrative Agent, each the Issuing Lender and/or each Bank and the Swingline Lender, as applicable, shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Incremental Lender’s providing such Incremental Increases Increase to the extent any such consent would be required under Section 12.9(b11.5(b) for an assignment of Loans or Revolving Credit Loan Commitments, as applicable, to such Incremental Lender. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Incremental 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 to the proposed Incremental Lenders (or such shorter period as may be approved by the Administrative Agent)Lenders. Each proposed Incremental Lender may elect or decline, in its sole discretion, and shall notify the Administrative Agent within such time period whether it agrees, to provide an Incremental Increase and, if so, whether by an amount equal to, greater than or less than requested. Any Person not responding within such time period shall be deemed to have declined to provide an Incremental Increase.

Incremental Lenders. Each notice from the applicable Borrower pursuant to this Section shall set forth the requested amount, currency and proposed terms of the relevant Incremental Increase. Incremental Increases Term Loans may be provided made, and Incremental Revolving Commitments may be provided, by any existing Lender (but no existing Lender will have an obligation to make any Incremental Commitment (or Incremental Loan), nor will the Borrower have any obligation to approach any existing Lenders to provide any Incremental Commitment (or Incremental Loan)) or by any other Persons Additional Lender (each such existing Lender or Additional Lender providing such Loan or Commitment, an “Incremental Term Lender” or “Incremental Revolving Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (i) Borrower shall seek 160 Incremental Commitments from then-existing Lenders (other than Defaulting Lenders) prior to obtaining Incremental Commitments from any other Person (it being understood that Borrower may seek such Incremental Commitments from existing Lenders prior to seeking such Incremental Commitments from other Persons), and such then-existing Lenders shall notify the Borrower and the Administrative AgentAgent in writing of their participation in, and offered commitment with respect to, such Incremental Commitments within five Business Days of the delivery by the Borrower to the Administrative Agent of such notice (it being understood that (A) if any existing Lender fails to so notify the Borrower and the Administrative Agent of its participation in (or not provide) any Incremental Commitments within five Business Days of such notice, it shall be deemed to have declined providing or otherwise participating in such Incremental Commitment, (B) the Borrower shall not be required to accept any Incremental Commitments from existing Lenders pursuant to this clause (i) on any terms and conditions less favorable to the Borrower or its Restricted Subsidiaries than the terms and conditions of any Incremental Commitments to be provided by any other Person and (C) the Borrower shall not be required to accept any Incremental Commitments from existing Lenders pursuant to this proviso to the extent existing Lenders in the aggregate do not provide Incremental Commitments in the amount requested by the Borrower pursuant to such notice), (ii) the Administrative Agent or, in the case of any Incremental Revolving Commitments only, each Swing Line Lender and each Issuing Lender and/or each Swingline Lender, as applicableBank, shall have consented (in each case, not to be unreasonably withheld, conditioned or delayed) to such Incremental Additional Lender’s making such Incremental Term Loans or providing such Incremental Increases Revolving Commitments to the extent any such consent consent, if any, would be required under Section 12.9(b10.07(2) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Additional Lender, (iii) with respect to Incremental Lender. At the time of sending such noticeTerm Commitments, the applicable Borrower (in consultation with the Administrative Agent) any Affiliated Lender providing an Incremental Term Commitment shall specify the time period within which each Incremental 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 subject to the proposed same restrictions set forth in Section 10.07(8) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans, (iv) Affiliated Lenders may not provide Incremental Lenders (or such shorter period as may be approved by the Administrative Agent). Each proposed Incremental Lender may elect or decline, in its sole discretion, and shall notify the Administrative Agent within such time period whether it agrees, to provide an Incremental Increase Revolving Commitments and, if so, whether by an amount equal to, greater than or less than requested. Any Person not responding within such time period shall be deemed to have declined to provide an Incremental Increase.

Incremental Lenders. Each notice from the applicable Borrower pursuant to this Section shall set forth the requested amount, currency and proposed terms of the relevant Incremental Increase. Incremental Increases Term Loans may be provided made, and Incremental Revolving Commitments may be provided, by any existing Lender (but no existing Lender will have an obligation to make any Incremental Commitment (or Incremental Loan), nor will the Borrower have any obligation to approach any existing Lenders to provide any Incremental Commitment (or Incremental Loan)) or by any other Persons Additional Lender (each such existing Lender or Additional Lender providing such Loan or Commitment, an “Incremental Term Lender” or “Incremental Revolving Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (i) Borrower shall seek Incremental Commitments from then-existing Lenders (other than Defaulting Lenders) prior to obtaining 160 Incremental Commitments from any other Person (it being understood that Borrower may seek such Incremental Commitments from existing Lenders prior to seeking such Incremental Commitments from other Persons), and such then-existing Lenders shall notify the Borrower and the Administrative AgentAgent in writing of their participation in, and offered commitment with respect to, such Incremental Commitments within five Business Days of the delivery by the Borrower to the Administrative Agent of such notice (it being understood that (A) if any existing Lender fails to so notify the Borrower and the Administrative Agent of its participation in (or not provide) any Incremental Commitments within five Business Days of such notice, it shall be deemed to have declined providing or otherwise participating in such Incremental Commitment, (B) the Borrower shall not be required to accept any Incremental Commitments from existing Lenders pursuant to this clause (i) on any terms and conditions less favorable to the Borrower or its Restricted Subsidiaries than the terms and conditions of any Incremental Commitments to be provided by any other Person and (C) the Borrower shall not be required to accept any Incremental Commitments from existing Lenders pursuant to this proviso to the extent existing Lenders in the aggregate do not provide Incremental Commitments in the amount requested by the Borrower pursuant to such notice), (ii) the Administrative Agent or, in the case of any Incremental Revolving Commitments only, each Swing Line Lender and each Issuing Lender and/or each Swingline Lender, as applicableBank, shall have consented (in each case, not to be unreasonably withheld, conditioned or delayed) to such Incremental Additional Lender’s making such Incremental Term Loans or providing such Incremental Increases Revolving Commitments to the extent any such consent consent, if any, would be required under Section 12.9(b10.07(2) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Additional Lender, (iii) with respect to Incremental Lender. At Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the time same restrictions set forth in Section 10.07(8) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of sending such noticeTerm Loans, (iv) Affiliated Lenders may not provide Incremental Revolving Commitments and (v) with respect to any Incremental Commitments established pursuant to the Incremental Ratio Basket (or, solely to the extent that the Borrower is able to satisfy the Delayed Draw Term Loan First Lien Leverage Condition or the Delayed Draw Term Loan Secured Leverage Condition on a pro forma basis as of the Incremental Facility Closing Date (or, if applicable, the applicable Borrower (in consultation with LCT Test Date), the Administrative Agent) shall specify Free and Clear Incremental Amount), the time period within which each Incremental 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 to the proposed Incremental Lenders (or such shorter period as may be approved by the Administrative Agent). Each proposed Incremental Lender may elect or decline, in its sole discretion, and shall notify the Administrative Agent within such time period whether it agrees, to provide an Incremental Increase and, if so, whether by an amount equal to, greater than or less than requested. Any Person not responding within such time period Facility Closing Date shall be deemed on or after the Delayed Draw Term Loan Commitment Expiration Date (provided that, for the avoidance of doubt, the Required Facility Lenders under the Delayed Draw Term Loan Facility shall be permitted to have declined to provide an Incremental Increasewaive the requirement set forth in this clause).

Incremental Lenders. Each notice from the applicable Borrower pursuant to this Section shall set forth the requested amount, currency and proposed terms of the relevant Incremental Increase. Incremental Increases may be provided by any existing Lender or by any other Persons (an “Incremental Lender”); provided that the Administrative Agent, each Issuing Lender and/or each Swingline Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Incremental Lender’s providing such Incremental Increases to the extent any such consent would be required under Section 12.9(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Incremental Lender. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Incremental 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 to the proposed Incremental Lenders (or such shorter period as may be approved by the Administrative Agent)Lenders. Each proposed Incremental Lender may elect or decline, in its sole discretion, and shall notify the Administrative Agent within such time period whether it agrees, to provide an Incremental Increase and, if so, whether by an amount equal to, greater than or less than requested. Any Person not responding within such time period shall be deemed to have declined to provide an Incremental Increase.

Incremental Lenders. Each notice from the applicable Borrower Agent, on behalf of the Cayman Borrower, pursuant to this Section shall set forth the requested amount, currency amount and proposed terms of the relevant Incremental Revolving Credit Facility Increase. Incremental Revolving Credit Facility Increases may be provided by any existing Lender or by any other Persons (each, an “Incremental Lender”); provided that the Administrative Agent, each the Issuing Lender and/or each and the Swingline Lender, as applicable, Lender shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Incremental Lender’s providing such Incremental Increases Revolving Credit Facility Increase to the extent any such consent would be required under Section 12.9(b11.9(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, Commitments to such Incremental Lender. At the time of sending such notice, the applicable Borrower Agent (in consultation with the Administrative Agent) shall specify the time period within which each Incremental 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 to the proposed Incremental Lenders (or such shorter period as may be approved by the Administrative Agent)Lenders. Each proposed Incremental Lender may elect or decline, in its sole discretion, and shall notify the Administrative Agent within such time period whether it agrees, to provide an Incremental a Revolving Credit Facility Increase and, if so, whether by an amount equal to, greater than or less than requested. Any Person not responding within such time period shall be deemed to have declined to provide an Incremental a Revolving Credit Facility Increase.

Incremental Lenders. Each notice from the applicable Borrower Agent pursuant to this Section shall set forth the requested amount, currency amount and proposed terms of the relevant Incremental Increase. Incremental Increases may be provided by any existing Lender or by any other Persons (each, an “Incremental Lender”); provided that the Administrative Agent, each the Issuing Lender and/or each and the Swingline Lender, as applicable, shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Incremental Lender’s providing such Incremental Increases Increase to the extent any such consent would be required under Section 12.9(b11.9(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Incremental Lender. At the time of sending such notice, the applicable Borrower Agent (in consultation with the Administrative Agent) shall specify the time period within which each Incremental 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 to the proposed Incremental Lenders (or such shorter period as may be approved by the Administrative Agent)Lenders. Each proposed Incremental Lender may elect or decline, in its sole discretion, and shall notify the Administrative Agent within such time period whether it agrees, to provide an Incremental Increase and, if so, whether by an amount equal to, greater than or less than requested. Any Person not responding within such time period shall be deemed to have declined to provide an Incremental Increase.. (c)

Incremental Lenders. Each notice from the applicable Borrower pursuant to this Section shall set forth the requested amount, currency amount and proposed terms of the relevant Incremental Increase. Incremental Increases may be provided by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Increase) or by any other Persons (an “Incremental Lender”); provided that the Administrative Agent, each Issuing Lender L/C Issuer and/or each Swingline Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Incremental Lender’s providing such Incremental Increases to the extent any such consent would be required under Section 12.9(b10.06(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Incremental Lender. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Incremental Lender is requested to respond, which shall in no event be less than ten (10) 10 Business Days from the date of delivery of such notice to the proposed Incremental Lenders (or such shorter period as may be approved by the Administrative Agent)Lenders. Each proposed Incremental Lender may elect or decline, in its sole discretion, and shall notify the Administrative Agent within such time period whether it agrees, to provide an Incremental Increase and, if so, whether by an amount equal to, greater than or less than requested. Any Person not responding within such time period shall be deemed to have declined to provide an Incremental Increase.

Incremental Lenders. Each notice Upon receipt of an Incremental Request from the applicable Borrower pursuant Borrower, the Administrative Agent shall offer the Lenders the opportunity to this Section shall set forth participate in the requested amount, currency and proposed terms Incremental Facility in such amounts that would allow such Lender to maintain its percentage of the relevant Total Credit Exposures of all Lenders. Each Lender that fails to respond to such a notice in writing in a form acceptable to the Administrative Agent within the period of time provided therein shall be deemed to have elected not to participate in such Incremental IncreaseFacility. No Lender shall have any obligation to fund Loans pursuant to, or commit to provide, any Incremental Increases may Facility, and any decision by a Lender to fund Loans pursuant to, or commit to provide, any Incremental Facility shall be provided by any existing Lender or by made in its sole discretion independently from any other Persons (an “Lender. If in response to the offer to participate in any Incremental Lender”); provided that Facility made by the Administrative Agent, each Issuing Lender and/or each Swingline Lenderthe Administrative Agent receives commitments from Lenders in excess of the requested Incremental Facility, as applicable, the Administrative Agent shall have consented (not to be unreasonably withheldthe right, conditioned or delayed) to such Incremental Lender’s providing such Incremental Increases to the extent any such consent would be required under Section 12.9(b) for an assignment of Loans or Revolving Credit Commitments, as applicablein its sole discretion, to reduce and reallocate (within the minimum and maximum amounts specified by each such Incremental Lender. At the time of sending such notice, the applicable Borrower (Lender in consultation with its notice to the Administrative Agent) shall specify the time period shares of the Incremental Facility of the Lenders willing to fund (or commit to fund) such Incremental Facility so that the total committed Incremental Facility equals the requested Incremental Facility. If the Administrative Agent has not received commitments from Lenders in an amount equal to or greater than the requested Incremental Facility within which each Incremental Lender is requested to respond, which shall in no event be less than ten (10) Business Days of receipt of an Incremental Request from the date Borrower, at the Borrower’s election, the portion of delivery the Borrower’s Incremental Request which remains uncommitted may be offered to new lenders which are Eligible Assignees and which are reasonably acceptable to the Borrower and the Administrative Agent (each such lender, an “Additional Incremental Lender”). If the Administrative Agent receives commitments from Additional Incremental Lenders in excess of the remaining uncommitted portion of the requested Incremental Facility, the Borrower and the Administrative Agent shall reduce and reallocate (within the minimum and maximum amounts specified by each such Lender in its notice to the proposed Administrative Agent) the shares of the Incremental Facility of the Additional Incremental Lenders willing to fund (or commit to fund) such shorter period as may be approved by Incremental Facility so that the Administrative Agent)total committed Incremental Facility equals the requested Incremental Facility. Each proposed Incremental Lender may elect or decline, in its sole discretion, and shall notify If the Administrative Agent within such time period whether it agrees, to provide an does not receive commitments from Lenders or Additional Incremental Increase and, if so, whether by Lenders in an amount equal tosufficient to fund the requested Incremental Facility, greater than or less than requested. Any Person not responding within the ​ Administrative Agent shall so notify the Borrower and the request for such time period Incremental Facility shall be deemed to have declined to provide an automatically rescinded; provided that the Borrower may submit a replacement Incremental IncreaseRequest setting forth different terms for the requested Incremental Facility.

Incremental Lenders. Each notice from the applicable Borrower pursuant to this Section shall set forth the requested amount, currency amount and proposed terms of the relevant Incremental Increase. Incremental Increases may be provided by any existing Lender or by any other Persons (each, an “Incremental Lender”); provided that the Administrative Agent, each the Issuing Lender and/or each and the Swingline Lender, as applicable, shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Incremental Lender’s providing such Incremental Increases Increase to the extent any such consent would be required under Section 12.9(b11.9(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Incremental Lender. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Incremental 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 to the proposed Incremental Lenders (or such shorter period as may be approved by the Administrative Agent)Lenders. Each proposed Incremental Lender may elect or decline, in its sole discretion, and shall notify the Administrative Agent within such time period whether it agrees, to provide an Incremental Increase and, if so, whether by an amount equal to, greater than or less than requested. Any Person not responding within such time period shall be deemed to have declined to provide an Incremental Increase.. (c)

Incremental Lenders. Each notice from the applicable Borrower pursuant to this Section shall set forth the requested amount, currency and proposed terms of the relevant Incremental Increase. Incremental Increases Term Loans may be provided made, and Incremental Revolving Commitments may be provided, by any existing Lender as approved by the Borrower (but no existing Lender will have an obligation to make any Incremental Commitment (or Incremental Loan)) or by any other Persons Additional Lender (each such existing Lender or Additional Lender providing such Loan or Commitment, an “Incremental Term Lender” or “Incremental Revolving Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (i) all existing Lenders, prior to the time of incurrence of such Incremental Commitment (or Incremental Loan), shall first be offered, by written request from the Borrower at least five (5) Business Days prior to any applicable response deadline, the right to accept or reject (in each case in their sole discretion) the opportunity to provide on a pro rata basis any such Incremental Term Loans and Incremental Revolving Commitments, (ii) the Administrative AgentAgent or, in the case of any Incremental Revolving Commitments only, each Swing Line Lender and each Issuing Lender and/or each Swingline Lender, as applicableBank, shall have consented (in each case, not to be unreasonably withheld, conditioned withheld or delayed) to any Additional Lender’s making such Incremental Lender’s Term Loans or providing such Incremental Increases Revolving Commitments to the extent any such consent consent, if any, would be required under Section 12.9(b10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Additional Lender, (iii) with respect to Incremental Lender. At Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the time same restrictions set forth in Section 10.07(h), (i) and (j) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of sending such noticeTerm Loans, (iv) each Additional Lender that is not a Lender prior to the incurrence of the applicable Borrower (in consultation with the Administrative Agent) Incremental Commitment shall specify the time period within which each Incremental Lender is requested be required to respond, which shall in no event be less than ten (10) Business Days from the date of delivery of such notice deliver a duly executed joinder agreement to the proposed Incremental Lenders (or such shorter period as may be approved by the Administrative Agent). Each proposed Incremental Lender may elect or decline, AAL in its sole discretion, form and shall notify substance reasonably satisfactory to the Administrative Agent within such time period whether it agrees, to and the AAL Last Out Representative and (v) Affiliated Lenders may not provide an Incremental Increase and, if so, whether by an amount equal to, greater than or less than requested. Any Person not responding within such time period shall be deemed to have declined to provide an Incremental IncreaseRevolving Commitments.

Incremental Lenders. Each notice from the applicable Borrower Company pursuant to this Section shall set forth the requested amount, currency amount and proposed terms of the relevant Incremental Increase. Incremental Increases may be provided by any existing Lender or by any other Persons (each, an “Incremental Lender”)) who will become Lenders in connection therewith; provided that the Administrative Agent, each Issuing Lender and/or each and the Swingline Lender, as applicable, Lender shall have consented (not to be unreasonably withheld, conditioned withheld or delayed) to such Incremental Lender’s providing such Incremental Increases to the extent any such consent would be required under Section 12.9(b10.04(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Incremental Lender. At the time of sending such notice, the applicable Borrower Company (in consultation with the Administrative Agent) shall specify the time period within which each Incremental Lender is requested to respond, which shall in no event be less than ten (10) five Business Days from the date of delivery of such notice to the proposed Incremental Lenders (or such shorter period as may be approved by the Administrative Agent). Each proposed Incremental Lender may elect or decline, in its sole discretion, and shall notify the Administrative Agent within such time period whether it agrees, to provide an Incremental Increase and, if so, whether by an amount equal to, greater than or less than requested. Any Person not responding within such the requested time period shall be deemed to have declined to provide an Incremental Increase.