Common use of Incremental Lenders Clause in Contracts

Incremental Lenders. The Borrower may, by written notice to the Administrative Agent and each Lender, elect to request, prior to the last day of the Revolving 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;. Each such notice shall specify (i) the amount of the New Maximum Funding Amount, (ii) the date (each, an “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 of which shall be recorded in the Register; (C) the Borrower shall pay any other required fees as reasonably agreed upon in connection with the New Maximum Funding Amounts; and (D) the Borrower shall deliver or cause to be delivered any legal opinions or other customary closing documents reasonably requested by Administrative Agent or an Increasing Lender in connection with any such transaction.

Incremental Lenders. The Borrower may(i) An increase in the Commitments (each such increase, an “Incremental Commitment”) may be provided by written notice any existing Lender or other Person that is an Eligible Assignee (each such existing Lender or other Person that agrees to provide an Incremental Commitment, an “Incremental Lender”); provided that each Incremental Lender shall be subject to the consent (in each case, not to be unreasonably withheld or delayed) of the Administrative Agent. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to increase its Commitment, or to provide a Commitment, pursuant to this Section 2.04(b) and any election to do so shall be in the sole discretion of such Lender. (ii) The Administrative Agent and each Lenderthe Borrower shall determine the effective date for such increase pursuant to this Section (an “Incremental Commitment Effective Date”) and, elect if applicable, the final allocation of such increase among the Persons providing such increase. (iii) In order to request, prior to the last day of the Revolving Period, an increase to the existing Individual Lender Maximum Funding Amount (any effect such increase, the “New Maximum Funding Amounts”Borrower, the applicable Incremental Lender(s) by an amount with the consent of and the Administrative Agent (but no other Lenders or Persons) shall enter into one or more Joinder Agreements, each in form and each Lender whose Individual Lender Maximum Funding Amount is being increased thereby in their respective sole discretion and subject substance satisfactory to any internal approvals;. Each such notice shall specify (i) the amount of the New Maximum Funding Amount, (ii) the date (each, an “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 (with a copy to the Collateral Administrator) pursuant to which the applicable Incremental Lender(s) will provide the Incremental Commitment(s). (iv) Effective as of the applicable Incremental Commitment Effective Date, subject to the terms and (iii) conditions set forth in this Section 2.04(b), each Incremental Lender providing such Incremental Commitment shall be, and have all the identity of each Lender (eachrights of, an “Increasing a Lender”) to whom the Borrower proposes any portion of such New Maximum Funding Amounts be allocated , and the amounts Loans made by it on such Incremental Commitment Effective Date pursuant to Section 2.04(b)(vi) shall be Loans, for all purposes of such allocations this Agreement. USActive 57710049.13-44- (if then known). Such New Maximum Funding Amounts v) Notwithstanding the foregoing, the increase in the Commitments pursuant to this Section 2.04(b) shall become not be effective as of such Increased Amount Date; provided that with respect to any Incremental Lender unless: (A) no Default or Event of Default shall exist have occurred and be continuing on such Increased Amount the Incremental Commitment Effective Date before or and after giving effect to such New Maximum Funding Amounts; increase; (B) the New Maximum Funding Amounts representations and warranties contained in this Agreement are true and correct on and as of the Incremental Commitment Effective Date and after giving effect to such increase, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (C) to the extent applicable, the Administrative Agent shall be effected pursuant to have received one or more Funding Increase Joinder Agreements contemplated above, providing for any Lender executed and delivered by the Borrower, such Lender and the Administrative Agent, and each of which shall be recorded Incremental Commitments in the Registeramount of such increase; (C) the Borrower shall pay any other required fees as reasonably agreed upon in connection with the New Maximum Funding Amounts; and and (D) the Borrower Administrative Agent shall deliver or cause to be delivered any have received such legal opinions or and other customary closing documents reasonably requested by the Administrative Agent or an Increasing Lender in connection therewith. As of such Incremental Commitment Effective Date, upon the Administrative Agent’s receipt of the documents required by this clause (v), the Administrative Agent shall record the information contained in the applicable Joinder Agreement(s) in the Register and give prompt notice of the increase in the Commitments to the Borrower, the Collateral Administrator and the Lenders (including each Incremental Lender). (vi) On each Incremental Commitment Effective Date, if there are Loans then outstanding, the Borrower shall be deemed to have prepaid such Loans and borrowed Loans from the Incremental Lender(s), as shall be necessary in order that, after giving effect to such prepayments and borrowings, all Loans will be held ratably by the Lenders (including the Incremental Lender(s)) in accordance with their respective Commitments after giving effect to the applicable Incremental Commitment(s). For the avoidance of doubt, any such transactiondeemed prepayment and borrowing, under this clause (vi) shall be on a cashless basis and shall not result in the imposition of any breakage payments or other amounts by the Borrower.

Incremental Lenders. The Incremental Loans may be 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 mayhave any obligation to approach any existing Lenders to provide any Incremental Commitment (or Incremental Loan)) or by any Additional Lender (each such existing Lender or Additional Lender providing such Loan, by written notice to collectively, the “Incremental Lenders”); provided that the Administrative Agent and shall have consented (in each case, not to be unreasonably withheld or delayed) to such Additional Lender, elect to request, prior ’s making such Incremental Loans to the last day extent such consent, if any, would be required under Section 10.07(b) for an assignment of the Revolving Period, an increase Loans 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;. Each such notice shall specify (i) the amount of the New Maximum Funding AmountAdditional Lender, (ii) the date (eachBorrower Affiliates may not provide Incremental Commitments, an “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) each existing Lender shall be provided a right of first offer to provide such Incremental Commitments on a pro rata basis with such Lender’s existing Commitments; provided that any portions of the identity of each Incremental Commitments declined to be provided by any such existing Lender (each, an “Increasing Lender”or not accepted thereby) prior to whom the tenth (10th) Business Day following the date of receipt of such offer from the Borrower proposes any portion shall then be offered to the non-declining existing Lenders on a pro rata basis based on the outstanding principal amount 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 their existing Commitments as of such Increased Amount Date; provided that date, and any amounts not accepted by such non-declining existing Lenders within three (A3) no Event of Default Business Days thereafter may be offered by the 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 exist on such Increased Amount Date before be subject to the same restrictions set forth in Section 10.07(g) as they would otherwise be subject to with respect to any purchase by or after giving effect assignment 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 Affiliated Lender executed and delivered by the Borrower, such Lender and the Administrative Agent, and each of which shall be recorded in the Register; (C) the Borrower shall pay any other required fees as reasonably agreed upon in connection with the New Maximum Funding Amounts; and (D) the Borrower shall deliver or cause to be delivered any legal opinions or other customary closing documents reasonably requested by Administrative Agent or an Increasing Lender in connection with any such transactionTerm Loans.

Incremental Lenders. The Borrower mayUpon receipt of an Incremental Request from the Borrower, the Administrative Agent shall offer the Lenders the opportunity to participate in the requested Incremental Facility in such amounts that would allow such Lender to maintain its percentage of the 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 Facility. No Lender shall have any obligation to fund Loans pursuant to, or commit to provide, any Incremental Facility, and any decision by written a Lender to fund Loans pursuant to, or commit to provide, any Incremental Facility shall be made in its sole discretion independently from any other Lender. If in response to the offer to participate in any Incremental Facility made by the Administrative Agent, the Administrative Agent receives commitments from Lenders in excess of the requested Incremental Facility, the Administrative Agent shall have the right, in its sole discretion, to reduce and reallocate (within the minimum and maximum amounts specified by each such Lender in its notice to the Administrative Agent and each Lender, elect to request, prior to Agent) the last day shares of the Revolving Period, an increase Incremental Facility of the Lenders willing to fund (or commit to fund) such Incremental Facility so that the existing Individual Lender Maximum Funding Amount (any such increase, total committed Incremental Facility equals the “New Maximum Funding Amounts”) by an amount with the consent of requested Incremental Facility. If the Administrative Agent and each Lender whose Individual Lender Maximum Funding Amount is being increased thereby has not received commitments from Lenders in their respective sole discretion and subject an amount equal to any internal approvals;. Each such notice shall specify or greater than the requested Incremental Facility within ten (i10) Business Days of receipt of an Incremental Request from the amount Borrower, at the Borrower’s election, the portion of the New Maximum Funding Amount, 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 (ii) the date (eacheach such lender, an “Increased Amount DateAdditional Incremental Lender”) on which the Borrower proposes that the New Maximum Funding Amounts shall be effective and approved in writing by ). 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 (iiiwithin the minimum and maximum amounts specified by each such Lender in its notice to the Administrative Agent) the identity shares of each Lender the Incremental Facility of the Additional Incremental Lenders willing to fund (eachor commit to fund) such Incremental Facility so that the total committed Incremental Facility equals the requested Incremental Facility. If the Administrative Agent does not receive commitments from Lenders or Additional Incremental Lenders in an amount sufficient to fund the requested Incremental Facility, an “Increasing Lender”) to whom the ​ Administrative Agent shall so notify the Borrower proposes any portion of such New Maximum Funding Amounts be allocated and the amounts of request for such allocations (if then known). Such New Maximum Funding Amounts Incremental Facility shall become effective as of such Increased Amount Datebe deemed automatically rescinded; 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 of which shall be recorded in the Register; (C) the Borrower shall pay any other required fees as reasonably agreed upon in connection with may submit a replacement Incremental Request setting forth different terms for the New Maximum Funding Amounts; and (D) the Borrower shall deliver or cause to be delivered any legal opinions or other customary closing documents reasonably requested by Administrative Agent or an Increasing Lender in connection with any such transactionIncremental Facility.

Incremental Lenders. The Borrower mayIncremental Facilities may be provided by any additional bank, financial institution, existing Lender or other Person (any such bank, financial institution, existing Lender or other 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 written notice to Holdings, the Lead Borrower, such Additional Lender, the Administrative Agent and and, in the case of any Incremental Revolving Credit Commitments, each Lender, elect to request, prior to the last day of the Revolving Period, an increase to the existing Individual Lender Maximum Funding Amount (any such increase, the “New Maximum Funding Amounts”) by an amount with L/C Issuer; provided that the consent of the Administrative Agent and, in the case of Incremental Revolving Credit Commitments and the L/C Issuer (in each Lender whose Individual Lender Maximum Funding Amount is being increased thereby in their respective sole discretion and subject case, not to be unreasonably withheld, delayed or conditioned) will be required with respect to any internal approvals;. Each such notice shall specify (i) the amount of the New Maximum Funding Amount, (ii) the date (each, Additional Lender if such consent would be required under Section 10.07 for an “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 assignment to such Additional 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 further that (A) no Event of Default shall exist on such Increased Amount Date before or Incremental Term Loans may be provided by a Sponsor Affiliated Lender unless, after giving effect to such New Maximum Funding Amounts; Incremental Term Loans, the aggregate Outstanding Amount of all Term Loans that are held by Sponsor Affiliated Lenders (Bother than Affiliated Debt Funds) does not exceed 25% of the New Maximum Funding Amounts shall be effected pursuant to one or more Funding Increase Agreements for any Lender executed and delivered by 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 (and any GS Investor Lenders’ proportion may be provided by other applicable GS Investors). If the applicable GS Investor Lenders (or other applicable GS Investors) are unwilling to provide such Lender 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 AgentLead Borrower may, and each of which shall be recorded in the Register; (C) the Borrower shall pay its sole discretion, retain any other required fees as reasonably Persons to provide such Incremental Facilities on terms, conditions and economics agreed upon with such other Persons. Any existing Lender offered or approached to provide a portion of the Incremental Facilities may elect or decline, in connection with the New Maximum Funding Amounts; and (D) the Borrower shall deliver or cause its sole discretion, to be delivered any legal opinions or other customary closing documents reasonably requested by Administrative Agent or an Increasing Lender in connection with any such transactionprovide a portion thereof.

Incremental Lenders. The Borrower may, by written notice (a) Each Incremental Term B-2 Lender party hereto hereby acknowledges and agrees that it has a Term B-2 Loan Commitments in the amount set forth opposite such Incremental Lender’s name on Schedule 2.01(b) to this Agreement and agrees to severally make to the Administrative Agent applicable Borrower Term B-2 Loans on the Effective Date, in an aggregate amount not in excess of such Incremental Lender’s Term B-2 Loan Commitments hereunder. Amounts prepaid or repaid in respect of Term B-2 Loans may not be reborrowed. (b) Each Incremental Revolving Lender party hereto hereby acknowledges and agrees that it has a New Revolving Credit Commitment in the amount set forth opposite such Incremental Revolving Lender’s name on Schedule 2.01(b) to this Agreement and agrees to make such commitments available to the Borrowers on and after the Effective Date subject to the terms and conditions of the Credit Agreement and each Lender, elect Incremental Revolving Lender party hereto agrees to request, prior severally make New Revolving Loans to the last day applicable Borrower from time to time on and after the Effective Date, in accordance with the terms and conditions of the Credit Agreement, in an aggregate amount not in excess of such Incremental Lender’s New Revolving PeriodCredit Commitment hereunder. (c) From and after the Effective Date, 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;. Each such notice shall specify (i) each Incremental Lender shall be a Term B Lender or Revolving Credit Lender, as applicable, for all purposes under the amount of Credit Agreement and the New Maximum Funding Amountother Loan Documents, (ii) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Maximum Funding Amounts Commitment of each Incremental Lender party hereto shall be effective a Term B Commitment or Revolving Credit Commitment, as applicable, for all purposes under the Credit Agreement and approved in writing by the Administrative Agent other Loan Documents and (iii) the identity New Loans of each Incremental Lender (eachshall be Term B Loans or Revolving Credit Loans, an “Increasing Lender”) to whom as applicable, for all purposes under the Borrower proposes any portion of such New Maximum Funding Amounts be allocated Credit Agreement 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 of which shall be recorded in the Register; (C) the Borrower shall pay any other required fees as reasonably agreed upon in connection with the New Maximum Funding Amounts; and (D) the Borrower shall deliver or cause to be delivered any legal opinions or other customary closing documents reasonably requested by Administrative Agent or an Increasing Lender in connection with any such transactionLoan Documents.

Incremental Lenders. The Borrower mayIncremental Term Loans may be made, and Incremental Revolving Commitments may be provided, by written notice 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 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 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 Agent 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 and each Lender, elect to request, prior to the last day of the Revolving 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;. Each such notice shall specify (i) the amount of the New Maximum Funding Amount, (ii) the date (each, an “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 it being understood that (A) no Event if any existing Lender fails to so notify the Borrower and the Administrative Agent of Default its participation in (or not provide) any Incremental Commitments within five Business Days of such notice, it shall exist on be deemed to have declined providing or otherwise participating in such Increased Amount Date before or after giving effect to such New Maximum Funding Amounts; Incremental Commitment, (B) the New Maximum Funding Amounts Borrower shall not be effected required to accept any Incremental Commitments from existing Lenders pursuant to one this clause (i) on any terms and conditions less favorable to the Borrower or more Funding Increase Agreements for its Restricted Subsidiaries than the terms and conditions of any Lender executed Incremental Commitments to be provided by any other Person and delivered by the Borrower, such Lender and the Administrative Agent, and each of which shall be recorded in the Register; (C) the Borrower shall pay not be required to accept any other required fees as reasonably agreed upon Incremental Commitments from existing Lenders pursuant to this proviso to the extent existing Lenders in connection with the New Maximum Funding Amounts; and aggregate do not provide Incremental Commitments in the amount requested by the Borrower pursuant to such notice), (Dii) the Borrower Administrative Agent or, in the case of any Incremental Revolving Commitments only, each Swing Line Lender and each Issuing Bank, shall deliver or cause have consented (in each case, not to be delivered unreasonably withheld, conditioned or delayed) to such Additional Lender’s making such Incremental Term Loans or providing such Incremental Revolving Commitments to the extent such consent, if any, would be required under Section 10.07(2) for an assignment of Loans or Revolving Commitments, as applicable, to such Additional Lender, (iii) with respect to Incremental Term Commitments, any legal opinions Affiliated Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in Section 10.07(8) as they would otherwise be subject to with respect to any purchase by or other customary closing documents reasonably requested by Administrative Agent or an Increasing assignment to such Affiliated Lender in connection with any such transaction.of Term Loans, (iv) Affiliated Lenders may not provide Incremental Revolving Commitments and

Incremental Lenders. The Incremental Loans may be made by any existing Lender or (subject to the following provisos) other Persons as approved by the Borrower may(but no existing Lender will have an obligation to make any Incremental Commitment (or Incremental Loan) unless it so agrees) or by any Additional Lender (each such existing Lender or Additional Lender providing such Loan or Commitment, an “Incremental Lender”); provided that, in the case of any proposed Incremental Facility (whether term loan or revolving credit) secured by written notice Liens ranking pari passu with the Liens securing the Obligations, (i) the Borrower shall first seek any Incremental Commitments from the existing Lenders, (ii) any existing Lender approached to provide such Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitments, (iii) if any of the existing Lenders, after the expiration of ten (10) Business Days from the date the Borrower submits an Incremental Loan Request to the Administrative Agent and each LenderAgent, elect either (x) declines to requestoffer such Incremental Commitments, prior (y) fails to respond to such Incremental Loan Request or (z) the last day of Lenders decline to provide the Revolving PeriodIncremental Commitments at the price requested by the Borrower (the “Requested Price”), an increase to the existing Individual Lender Maximum Funding Amount (any such increaseas applicable, the “New Maximum Funding Amounts”Borrower may seek Incremental Commitments, as applicable, from any other Persons; provided, further, that in the case of Lenders declining to provide Incremental Commitments at the Requested Price pursuant to clause (z), the Borrower may seek Incremental Commitments from Additional Lenders at or below the Requested Price and (iv) by neither the Borrower nor any Affiliate thereof may be an amount with Incremental Lender without the consent of the Administrative Agent and each Lender whose Individual Lender Maximum Funding Amount is being increased thereby Required Lenders in their respective sole discretion and subject to any internal approvals;. Each such notice shall specify (i) the amount of the New Maximum Funding Amount, (ii) the date (each, an “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 of which shall be recorded in the Register; (C) the Borrower shall pay any other required fees as reasonably agreed upon in connection with the New Maximum Funding Amounts; and (D) the Borrower shall deliver or cause to be delivered any legal opinions or other customary closing documents reasonably requested by Administrative Agent or an Increasing Lender in connection with any such transactiondiscretion.

Incremental Lenders. The Borrower mayIncremental Facilities may be provided by any existing Lender (it being understood that no existing Lender shall have an obligation to make, or provide commitments with respect to, an Incremental Loan) or by written notice any Additional Lender. While existing Lenders may (but are not obligated to unless invited to and so elect) participate in any syndication of an Incremental Facility and may (but are not obligated to unless invited to and so elect) become lenders with respect thereto, the existing Lenders will not have any right to participate in any syndication of, 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 Administrative Agent extent the Borrowers and each Lenderthe arrangers thereof, elect if any, in their discretion, chose to request, prior 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); provided that (x) the opportunity to provide any Incremental Revolving Facility shall first be offered to the last day then-existing Revolving Lenders before being offered to Additional Lenders and (y) if the then-existing Revolving Lenders decline to provide all or any portion of the such Incremental Revolving Period, an increase to the existing Individual Lender Maximum Funding Amount (any such increaseFacility, the “New Maximum Funding Amounts”Additional Lender(s) by an amount with providing all or any potion of such Incremental Revolving Facility shall be subject to the consent of the Administrative Agent and each Lender whose Individual Lender Maximum Funding Amount is being increased thereby Required Revolving Lenders (subject consent not to be unreasonably withheld, delayed or conditioned). Final allocations in respect of Incremental Facilities will be made by the Borrowers together with the arrangers thereof, if any, in their respective sole discretion and subject discretion, on the terms permitted by this Section 2.16; provided that the lenders providing the Incremental Facilities will be reasonably acceptable to any internal approvals;. Each such notice shall specify (i) the amount of the New Maximum Funding AmountBorrowers, (ii) the date (each, an “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) solely with respect to any Incremental Revolving Facility, the identity Swing Line Lender and each Issuing Bank (except that, in the case of each Lender clauses (eachii) and (iii), only to the extent such Person otherwise would have a consent right to an “Increasing Lender”) to whom the Borrower proposes any portion assignment of such New Maximum Funding Amounts loans or commitments to such lender, such consent not to be allocated and the amounts of such allocations (if then knownunreasonably withheld, conditioned or delayed). Such New Maximum Funding Amounts shall become effective as For the avoidance of such Increased Amount Date; provided doubt, any Affiliated Lender 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 provides any Incremental Loans shall be effected pursuant subject to one or more Funding Increase Agreements for any the limitations on Affiliated Lenders set forth in Section 11.07(h) (including the Affiliated Lender executed and delivered by the BorrowerTerm Loan Cap, such Lender and the Administrative Agent, and each of which shall be recorded in the Register; (C) the Borrower shall pay any other required fees as reasonably agreed upon in connection with the New Maximum Funding Amounts; and (D) the Borrower shall deliver or cause to be delivered any legal opinions or other customary closing documents reasonably requested by Administrative Agent or an Increasing Lender in connection with any such transactionapplicable).

Incremental Lenders. The Borrower may(i) An increase in the Commitments (each such increase, an “Incremental Commitment”) may be provided by written notice any existing Lender or other Person that is an Eligible Assignee (each such existing Lender or other Person that agrees to provide an Incremental Commitment, an “Incremental Lender”); provided that each Incremental Lender shall be subject to the consent (in each case, not to be unreasonably withheld or delayed) of the Administrative Agent. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to increase its Commitment, or to provide a Commitment, pursuant to this Section 2.04(b) and any election to do so shall be in the sole discretion of such Lender. (ii) The Administrative Agent and each Lenderthe Borrower shall determine the effective date for such increase pursuant to this Section (an “Incremental Commitment Effective Date”) and, elect if applicable, the final allocation of such increase among the Persons providing such increase. (iii) In order to request, prior to the last day of the Revolving Period, an increase to the existing Individual Lender Maximum Funding Amount (any effect such increase, the “New Maximum Funding Amounts”Borrower, the applicable Incremental Lender(s) by an amount with the consent of and the Administrative Agent (but no other Lenders or Persons) shall enter into one or more Joinder Agreements, each in form and each Lender whose Individual Lender Maximum Funding Amount is being increased thereby in their respective sole discretion and subject substance satisfactory to any internal approvals;. Each such notice shall specify (i) the amount of the New Maximum Funding Amount, (ii) the date (each, an “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 (with a copy to the Collateral Administrator) pursuant to which the applicable Incremental Lender(s) will provide the Incremental Commitment(s). (iv) Effective as of the applicable Incremental Commitment Effective Date, subject to the terms and (iii) conditions set forth in this Section 2.04(b), each Incremental Lender providing such Incremental Commitment shall be, and have all the identity of each Lender (eachrights of, an “Increasing a Lender”) to whom the Borrower proposes any portion of such New Maximum Funding Amounts be allocated , and the amounts Loans made by it on such Incremental Commitment Effective Date pursuant to Section 2.04(b)(vi) shall be Loans, for all purposes of such allocations this Agreement. (if then known). Such New Maximum Funding Amounts v) Notwithstanding the foregoing, the increase in the Commitments pursuant to this Section 2.04(b) shall become not be effective as of such Increased Amount Date; provided that with respect to any Incremental Lender unless: (A) no Default or Event of Default shall exist have occurred and be continuing on such Increased Amount the Incremental Commitment Effective Date before or and after giving effect to such New Maximum Funding Amounts; increase; (B) the New Maximum Funding Amounts representations and warranties contained in this Agreement are true and correct on and as of the Incremental Commitment Effective Date and after giving effect to such increase, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (C) to the extent applicable, the Administrative Agent shall be effected pursuant to have received one or more Funding Increase Joinder Agreements contemplated above, providing for any Lender executed and delivered by the Borrower, such Lender and the Administrative Agent, and each of which shall be recorded Incremental Commitments in the Registeramount of such increase; (C) the Borrower shall pay any other required fees as reasonably agreed upon in connection with the New Maximum Funding Amounts; and and (D) the Borrower Administrative Agent shall deliver or cause to be delivered any have received such legal opinions or and other customary closing documents reasonably requested by the Administrative Agent or an Increasing Lender in connection therewith. As of such Incremental Commitment Effective Date, upon the Administrative Agent’s receipt of the documents required by this clause (v), the Administrative Agent shall record the information contained in the applicable Joinder Agreement(s) in the Register and give prompt notice of the increase in the Commitments to the Borrower, the Collateral Administrator and the Lenders (including each Incremental Lender). (vi) On each Incremental Commitment Effective Date, if there are Loans then outstanding, the Borrower shall be deemed to have prepaid such Loans and borrowed Loans from the Incremental Lender(s), as shall be necessary in order that, after giving effect to such prepayments and borrowings, all Loans will be held ratably by the Lenders (including the Incremental Lender(s)) in accordance with their respective Commitments after giving effect to the applicable Incremental Commitment(s). For the avoidance of doubt, any such transactiondeemed prepayment and borrowing, under this clause (vi) shall be on a cashless basis and shall not result in the imposition of any breakage payments or other amounts by the Borrower.