Common use of Notification by Administrative Agent; Additional Lenders Clause in Contracts

Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Company and each Lender of the Lenders’ and Proposed New Lenders’ responses to each request made hereunder. Any Proposed New Lender shall be reasonably acceptable to the Administrative Agent and the Company and, in the case of an Incremental Revolving Commitment only, the L/C Issuer and the Swing Line Lender (which consent shall not be unreasonably withheld); and any Proposed New Lender shall become a “Lender” party hereto (and shall hereinafter be referred to as a “Lender” in this Section) in connection with such increase. If the Company shall not have arranged any Proposed New Lender(s) to commit to any shortfall from the Lender Increase Notices, then the Company shall be deemed to have reduced the amount of such Incremental Commitment to the aggregate amount set forth in the Lender Increase Notices. In the event that the aggregate Incremental Commitments set forth in the Lender Increase Notices exceed the amount requested by the Company, the Company shall have the right, in consultation with the Administrative Agent, to allocate the amount of increases necessary to meet the Company’s requested increase. The Company shall promptly notify the Administrative Agent, the Lenders and any Proposed New Lenders of the final allocation of such increase and the Increase Effective Date.

Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Company Borrowers and each Lender of the Lenders’ and Proposed New Lenders’ responses to each request made hereunder. Any Proposed New Lender shall be reasonably acceptable To the extent the Lenders have not agreed to provide Incremental Commitments in an amount sufficient to provide the full amount of the requested Incremental Commitments, subject to the approval of the Administrative Agent and the Company Agent, and, in the case of an connection with any Incremental Revolving Commitment onlyCredit Commitment, the L/C Issuer and the Swing Line Lender (which consent approvals shall not be unreasonably withheld); and any Proposed New Lender shall , the Borrowers may also invite additional Eligible Assignees to become Lenders in order to provide, together with the existing Lenders providing Incremental Commitments, the aggregate requested Incremental Commitments. In order to become a “Lender” party hereto (, each such additional Eligible Assignee shall execute and shall hereinafter be referred to as a “Lender” in this Section) in connection with such increase. If the Company shall not have arranged any Proposed New Lender(s) to commit to any shortfall from the Lender Increase Notices, then the Company shall be deemed to have reduced the amount of such Incremental Commitment deliver to the aggregate amount set forth Administrative Agent a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel (the “Increase Joinder”). Notwithstanding the provisions of Section 10.01, the Increase Joinder or other related Additional Credit Extension Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the Lender Increase Notices. In the event that the aggregate Incremental Commitments set forth in the Lender Increase Notices exceed the amount requested by the Company, the Company shall have the right, in consultation with reasonable opinion of the Administrative Agent, to allocate effect the amount provisions of increases necessary to meet the Company’s requested increase. The Company shall promptly notify the Administrative Agent, the Lenders and any Proposed New Lenders of the final allocation of such increase and the Increase Effective Datethis Section 2.15.

Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Company Lead Borrower and each Lender of the Lenders’ and Proposed New Revolving Lenders’ responses to each request made hereunderin this Section 2.15. Any Proposed New Lender shall be reasonably acceptable To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Company and, in the case of an Incremental Revolving Commitment onlyAgent, the L/C LC Issuer and the Swing Line Lender (which consent approvals shall not be unreasonably withheld); and any Proposed New Lender shall become a “Lender” party hereto (and shall hereinafter be referred to as a “Lender” in this Section) in connection with such increase. If the Company shall not have arranged any Proposed New Lender(s) to commit to any shortfall from the Lender Increase Notices, then the Company shall be deemed to have reduced the amount of such Incremental Commitment to the aggregate amount set forth in the extent that any existing Lender Increase Notices. In the event that the aggregate Incremental declines to increase its Revolving Credit Commitments, or declines to increase its Revolving Credit Commitments set forth in the Lender Increase Notices exceed to the amount requested by the CompanyLead Borrower, the Company shall have the rightAdministrative Agent or its Affiliates, in consultation with the Administrative AgentLead Borrower, will use its reasonable efforts to allocate arrange for other Eligible Assignees to become a Revolving Lender hereunder and to issue commitments in an amount equal to the amount of increases necessary the increase in the Aggregate Commitments requested by the Lead Borrower and not accepted by the existing Lenders (and the Lead Borrower may also invite additional Eligible Assignees to meet become Lenders) (each such Eligible Assignee issuing a commitment and becoming a Lender, an “Additional Commitment Lender”), provided, however, that without the Company’s requested increase. The Company shall promptly notify consent of the Administrative Agent, at no time shall the Lenders and Revolving Commitment of any Proposed New Lenders of the final allocation of such increase and the Increase Effective DateAdditional Commitment Lender be less than $10,000,000.

Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Company and each Lender of the Added Lenders’ and Proposed New Increasing Lenders’ responses to each request made hereunder. Any Proposed New such increase shall be allocated among the Added Lenders and Increasing Lenders in the Company’s sole discretion. In order to become a Lender, each Added Lender shall be reasonably acceptable execute and deliver to the Administrative Agent a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent. Upon delivery by an Added Lender to the Administrative Agent of such joinder agreement and the Company andoccurrence of the Increase Effective Date referred to below, in the case of an Incremental Revolving Commitment only, the L/C Issuer and the Swing Line Lender (which consent shall not be unreasonably withheld); and any Proposed New such Added Lender shall become constitute a “Lender” party hereto (for all purposes under this Agreement and related documents and without any acknowledgment by or consent of the other Lenders. Each Increasing Lender shall hereinafter be execute and deliver to the Administrative Agent a commitment increase agreement in form and substance reasonably satisfactory to the Administrative Agent. Upon delivery by an Increasing Lender to the Administrative Agent of such commitment increase agreement and the occurrence of the Increase Effective Date referred to below, such Increasing Lender’s Commitment shall be increased as a “Lender” in described therein for all purposes under this Section) in Agreement and related documents and without any acknowledgment by or consent of the other Lenders. In connection with such increase. If the Company shall not have arranged any Proposed New Lender(s) to commit to any shortfall from the Lender Increase Noticesforegoing, then the Company Schedule 2.01 shall be deemed to have reduced the amount amended as of such Incremental Commitment to the aggregate amount set forth in the Lender Increase Notices. In the event that the aggregate Incremental Commitments set forth in the Lender Increase Notices exceed the amount requested by the Company, the Company shall have the right, in consultation with the Administrative Agent, to allocate the amount of increases necessary to meet the Company’s requested increase. The Company shall promptly notify the Administrative Agent, the Lenders and any Proposed New Lenders of the final allocation of such increase and the Increase Effective DateDate to reflect any changes therein resulting from such increases.

Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Company and each Lender of the Lenders’ and Proposed New Lenders’ responses to each request made hereunder. Any Proposed New Lender shall be reasonably acceptable To the extent (i) one or more Lenders have declined to increase their respective Commitments or have agreed to increase their respective Commitments by an amount less than their respective Applicable Percentages of a requested increase and (ii) one or more Lenders have agreed to increase their respective Commitments by an amount greater than their respective Applicable Percentages of such requested increase, the Company shall, in its sole discretion, allocate the Commitments that would otherwise have been allocated to the Lenders described in clause (i) above to one or more of the Lenders described in clause (ii) above. To the extent the Lenders have not agreed to increase their respective Commitments in an amount sufficient to provide the full amount of a requested increase, subject to the approval of the Administrative Agent and the Company and, in the case of an Incremental Revolving Commitment only, the L/C Issuer and the Swing Line Lender (which consent approvals shall not be unreasonably withheld); and any Proposed New Lender shall become a “Lender” party hereto (and shall hereinafter be referred to as a “Lender” in this Section) in connection with such increase. If the Company shall not have arranged any Proposed New Lender(s) to commit to any shortfall from the Lender Increase Notices, then the Company shall be deemed to have reduced the amount of such Incremental Commitment to the aggregate amount set forth in the Lender Increase Notices. In the event that the aggregate Incremental Commitments set forth in the Lender Increase Notices exceed the amount requested by the Company, the Company shall have the rightmay also invite additional Eligible Assignees to become Lenders in order to provide, in consultation together with the Administrative Agentexisting Lenders increasing their Commitments, the aggregate requested additional Commitments. In order to allocate the amount of increases necessary become a Lender, each such additional Eligible Assignee shall execute and deliver to meet the Company’s requested increase. The Company shall promptly notify the Administrative Agent, Agent a joinder agreement in form and substance satisfactory to the Lenders Administrative Agent and any Proposed New Lenders of the final allocation of such increase and the Increase Effective Dateits counsel.

Notification by Administrative Agent; Additional Lenders. The Upon the receipt by the Administrative Agent of any such written request, Administrative Agent shall notify the Company and each Lender of the Lenders’ and Proposed New Lenders’ responses Lenders of such request. Xxxxx Fargo shall have the option (but not the obligation) to provide each request made hereunderrequested increase in the Commitments described in clause (a) above. Any Proposed New Lender Xxxxx Fargo shall be reasonably acceptable to notify the Administrative Agent and within ten (10) Business Days (or such shorter period of time specified by the Company and, in Administrative Agent) after the case receipt of an Incremental Revolving Commitment only, the L/C Issuer and the Swing Line Lender (which consent shall not be unreasonably withheld); and any Proposed New Lender shall become a “Lender” party hereto (and shall hereinafter be referred to as a “Lender” in this Section) in connection with such increase. If the Company shall not have arranged any Proposed New Lender(s) to commit to any shortfall notice from the Lender Increase NoticesAdministrative Agent whether Xxxxx Fargo is willing to so increase its commitment and its Commitment, then the Company shall be deemed to have reduced and if so, the amount of such Incremental Commitment increase; provided, that any Lender shall not be obligated to agree to any such increase; it being agreed that the determination whether to agree to any such increase shall be within the sole and absolute discretion of such Lender. If the aggregate amount set forth of the increases in the Lender Increase Notices. In Commitments received from existing Lenders does not equal the event that amount of the aggregate Incremental Commitments set forth increase in the Commitment requested by Lead Borrower, the Administrative Agent, in consultation with the Lead Borrower, will use its reasonable efforts to arrange other Eligible Assignees to become a Lender Increase Notices exceed hereunder and to issue commitments in an amount equal to the amount of the increase in the Aggregate Commitments requested by the Company, Lead Borrower and not accepted by the Company shall have existing Lenders (and the rightLead Borrower may also invite additional Eligible Assignees to become Lenders, in consultation with the Administrative Agent) (each, an “Additional Commitment Lender”). In the event that any existing Lender or any Additional Commitment Lender has agreed to provide increases in their Commitments or new Commitments (as applicable) in an aggregate amount in excess of the increase in the Aggregate Commitments requested by the Lead Borrower or permitted hereunder, the Administrative Agent shall then have the right to allocate the amount of increases necessary such commitments, first to meet the Company’s requested increase. The Company shall promptly notify existing Lenders and then to Eligible Assignees, in such amounts and manner as the Administrative AgentAgent may determine, after consultation with the Lenders and any Proposed New Lenders of the final allocation of such increase and the Increase Effective DateLead Borrower.

Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Company Borrower and each Lender of the Lenders’ and Proposed New Lenders’ responses to each request made hereunderIncremental Commitment Request. Any Proposed New Lender shall be reasonably acceptable To achieve the full amount of the Incremental Commitment specified in the applicable Incremental Commitment Request, subject to the approval of the Administrative Agent Agent, the Swing Line Lender and the Company and, in the case of an Incremental Revolving Commitment only, the L/C Issuer to the extent required under Section 11.10(b)(iii), the Borrower may obtain the agreement of additional Eligible Assignees to become Lenders pursuant to commitment increase and joinder agreement in form and substance satisfactory to the Administrative Agent (each, an “Increase Joinder”). Each such Eligible Assignee shall, as a condition to participating in any Incremental Commitment, be required to deliver all forms, if any, that are required to be delivered by such Eligible Assignee pursuant to Section 4.7(g) and any other information that the Administrative Agent requires from Lenders as a condition to becoming a party to this Agreement. Notwithstanding the provisions of Section 11.1, the Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the Swing Line Lender (which consent shall not other Loan Documents as may be unreasonably withheld); and any Proposed New Lender shall become a “Lender” party hereto (and shall hereinafter be referred to as a “Lender” in this Section) in connection with such increase. If the Company shall not have arranged any Proposed New Lender(s) to commit to any shortfall from the Lender Increase Noticesnecessary or appropriate, then the Company shall be deemed to have reduced the amount of such Incremental Commitment to the aggregate amount set forth in the Lender Increase Notices. In the event that the aggregate Incremental Commitments set forth in the Lender Increase Notices exceed the amount requested by the Company, the Company shall have the right, in consultation with reasonable opinion of the Administrative Agent, to allocate effect the amount provisions of increases necessary this Section 2.10. In addition, unless otherwise specifically provided herein, all references in Loan Documents to meet Revolving Loans or Term Loans shall be deemed, unless the Company’s requested increasecontext otherwise requires, to include references to Revolving Loans made pursuant to Incremental Revolving Commitments and Term Loans that are made pursuant to Incremental Term Commitments, respectively, made pursuant to this Agreement. The Company This Section 2.10 shall promptly notify supersede any provisions in Section 4.9 or Section 11.1 to the Administrative Agent, the Lenders and any Proposed New Lenders of the final allocation of such increase and the Increase Effective Datecontrary.

Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Company Lead Borrower and each Lender of the Lenders’ and Proposed New Lenders’ responses to each request made hereunder. Any Proposed New Lender shall be reasonably acceptable To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Company and, in the case of an Incremental Revolving Commitment onlyAgent, the L/C Issuer LC Issuers and the Swing Line Lender (which consent approvals shall not be unreasonably withheld); and any Proposed New Lender shall become a “Lender” party hereto (and shall hereinafter be referred to as a “Lender” in this Section) in connection with such increase. If the Company shall not have arranged any Proposed New Lender(s) to commit to any shortfall from the Lender Increase Notices, then the Company shall be deemed to have reduced the amount of such Incremental Commitment to the aggregate amount set forth in the Lender Increase Notices. In the event extent that the aggregate Incremental existing Lenders decline to increase their Commitments, or decline to increase their Commitments set forth in the Lender Increase Notices exceed to the amount requested by the CompanyLead Borrower, the Company shall have the rightAdministrative Agent, in consultation with the Administrative AgentLead Borrower, will use its reasonable efforts to allocate arrange for other Eligible Assignees to become a Lender hereunder and to issue commitments in an amount equal to the amount of increases necessary the increase in the Aggregate Commitments requested by the Lead Borrower and not accepted by the existing Lenders (and the Lead Borrower may also invite additional Eligible Assignees to meet become Lenders), provided, that, except for the Company’s requested increase. The Company shall promptly notify the Administrative Agent, the Lenders and any Proposed New Lenders initial fee payable in respect of the final allocation new or additional Commitment of such a Lender, in no event shall the fees, interest rate and other compensation offered or paid in respect of additional Commitments or increase in Commitments have higher rates than the amounts paid and payable to the Increase Effective Datethen existing Lenders in respect of their Commitments, unless the fees, interest rate and other compensation payable to the then existing Lenders are increased to the same as those paid in connection with the additional Commitments or increase in Commitments. Each new or existing Lender that provides a new or increased Commitment as provided in this Section 2.15 is an “Additional Commitment Lender”.

Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Company Borrower and each Lender of the Lenders’ and Proposed New Lenders’ responses to each request made hereunder. Any Proposed New Lender shall be reasonably acceptable to the Administrative Agent and the Company Borrower and, in the case of an Incremental Revolving Commitment only, the L/C Issuer and the Swing Line Lender (which consent shall not be unreasonably withheld); and any Proposed New Lender shall become a “Lender” party hereto (and shall hereinafter be referred to as a “Lender” in this Section) in connection with such increase. If the Company Borrower shall not have arranged any Proposed New Lender(s) to commit to any shortfall from the Lender Increase Notices, then the Company Borrower shall be deemed to have reduced the amount of such Incremental Commitment to the aggregate amount set forth in the Lender Increase Notices. In the event that the aggregate Incremental Commitments set forth in the Lender Increase Notices exceed the amount requested by the CompanyBorrower, the Company Borrower shall have the right, in consultation with the Administrative Agent, to allocate the amount of increases necessary to meet the CompanyBorrower’s requested increase. The Company Borrower shall promptly notify the Administrative Agent, the Lenders and any Proposed New Lenders of the final allocation of such increase and the Increase Effective Date.

Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Company and each Lender of the Lenders’ and Proposed New Lenders’ responses to each request made hereunder. In the event that the increases of the Aggregate Commitments set forth in such Lender Increase Notices are less than the amount requested by the Company, not later than three (3) Business Days prior to the proposed effective date the Company may notify the Administrative Agent of any Eligible Assignee that shall have agreed to become a “Lender” party hereto (a “Proposed New Lender”) in connection with such increase request pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Any Proposed New Lender shall be reasonably acceptable consented to by the Administrative Agent and the Company and, in the case of an Incremental Revolving Commitment only, the each L/C Issuer and the Swing Line Lender (which consent shall not be unreasonably withheld); and any Proposed New Lender shall become a “Lender” party hereto (and shall hereinafter be referred to as a “Lender” in this Section) in connection with such increase. If the Company shall not have arranged any Proposed New Lender(s) to commit to any the shortfall from the Lender Increase Notices, then the Company shall be deemed to have reduced the amount of such Incremental Commitment its increase to the Aggregate Commitments to the aggregate amount set forth in the Lender Increase Notices. In the event that the aggregate Incremental Aggregate Commitments set forth in the Lender Increase Notices exceed the amount requested by the Company, the Company Administrative 67484784_12 Agent and each Arranger shall have the right, in consultation with the Administrative AgentCompany, to allocate the amount of increases necessary to meet the Company’s requested increase. The Company shall promptly notify the Administrative Agent, the Lenders and any Proposed New Lenders of the final allocation of such increase and the Increase Effective Date.

Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Company and each Lender of the Lenders’ and Proposed New Lenders’ responses to each request made hereunder. In the event that the increases of the Aggregate Commitments set forth in such Lender Increase Notices are less than the amount requested by the Company, not later than three (3) Business Days prior to the proposed effective date the Company may notify the Administrative Agent of any Eligible Assignee that shall have agreed to become a “Lender” party hereto (a “Proposed New Lender”) in connection with such increase request pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Any Proposed New Lender shall be reasonably acceptable consented to by the Administrative Agent and the Company and, in the case of an Incremental Revolving Commitment only, the each L/C Issuer and the Swing Line Lender (which consent shall not be unreasonably withheld); and any Proposed New Lender shall become a “Lender” party hereto (and shall hereinafter be referred to as a “Lender” in this Section) in connection with such increase. If the Company shall not have arranged any Proposed New Lender(s) to 71 90295627_3 commit to any the shortfall from the Lender Increase Notices, then the Company shall be deemed to have reduced the amount of such Incremental Commitment its increase to the Aggregate Commitments to the aggregate amount set forth in the Lender Increase Notices. In the event that the aggregate Incremental Aggregate Commitments set forth in the Lender Increase Notices exceed the amount requested by the Company, the Company Administrative Agent and each Arranger shall have the right, in consultation with the Administrative AgentCompany, to allocate the amount of increases necessary to meet the Company’s requested increase. The Company shall promptly notify the Administrative Agent, the Lenders and any Proposed New Lenders of the final allocation of such increase and the Increase Effective Date.

Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Company Lead Borrower and each Lender of the Lenders’ and Proposed New Revolving Lenders’ responses to each eachthe Lead Borrower’s request made hereunderinpursuant to this Section 2.15. Any Proposed New Lender shall be reasonably acceptable To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Company and, in the case of an Incremental Revolving Commitment onlyAgent, the L/C LC Issuer and the Swing Line Lender (which consent approvals shall not be unreasonably withheld); and any Proposed New Lender shall become a “Lender” party hereto (and shall hereinafter be referred to as a “Lender” in this Section) in connection with such increase. If the Company shall not have arranged any Proposed New Lender(s) to commit to any shortfall from the Lender Increase Notices, then the Company shall be deemed to have reduced the amount of such Incremental Commitment to the aggregate amount set forth in the extent that any existing Revolving Lender Increase Notices. In the event that the aggregate Incremental declines to increase its Revolving Commitments, or declines to increase its Revolving Commitments set forth in the Lender Increase Notices exceed to the amount requested by the CompanyLead Borrower, the Company shall have the rightAdministrative Agent or its Affiliates, in consultation with the Administrative AgentLead Borrower, will use its reasonable efforts to allocate arrange for other Eligible Assignees to become a Revolving Lender hereunder and to issue commitments in an amount equal to the amount of increases necessary the increase in the Aggregate Revolving Commitments requested by the Lead Borrower and not accepted by the existing Revolving Lenders (and the Lead Borrower may also invite additional Eligible Assignees to meet become Revolving Lenders) (each such Eligible Assignee issuing a commitment and becoming a Revolving Lender, an “Additional Commitment Revolving Lender”), provided, however, that without the Company’s requested increase. The Company shall promptly notify consent of the Administrative Agent, at no time shall the Lenders and Revolving Commitment of any Proposed New Lenders of the final allocation of such increase and the Increase Effective DateAdditional Commitment Revolving Lender be less than $10,000,000.

Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Company and each Lender of the Lenders’ and Proposed New Lenders’ responses to each request made hereunder. Any Proposed New Lender shall be reasonably acceptable to the Administrative Agent and the Company and, in the case of an Incremental Revolving Commitment only, the L/C Issuer and the Swing Line Lender (which consent shall not be unreasonably withheld); and any Proposed New Lender shall become a “Lender” party hereto (and shall hereinafter be referred to as a “Lender” in this Section) in connection with such increase. If the Company shall not have arranged any Proposed New Lender(s) to commit to any shortfall from the Lender Increase Notices, then the Company shall be deemed to have reduced the amount of such Incremental Commitment to the aggregate amount set forth in the Lender Increase Notices. In the event that the aggregate Incremental total amount of increases in Commitments set forth by all Lenders who agree to increase their Commitments exceeds the requested amount of the increase in the Lender Increase Notices exceed the amount requested Aggregate Facilities Commitment by the Company, the Company shall have the right, in consultation with notify the Administrative Agent, to allocate Agent within five Business Days whether or not it shall accept the full amount of increases necessary in Commitments agreed to meet by such Lenders, and if the Company accepts less than the full amount of increases in Commitments agreed to by such Lenders the increase in the Aggregate Facilities Commitment shall be allocated among such Lenders pro rata according to such amounts by which each such Lender was willing to increase its Commitment. In the event that the amount by which such Lenders who agree to increase their Commitments is less than the requested amount of the increase in the Aggregate Facilities Commitment by the Company’s , to achieve the full amount of a requested increase. The Company shall promptly notify increase and subject to the approval of the Administrative AgentAgent (which approval shall not be unreasonably withheld or delayed), the Company may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel; provided, however, that any Proposed New Lenders additional Eligible Assignee who becomes a Lender pursuant to a joinder agreement in accordance with this subsection (c) shall have a Commitment of the final allocation of such increase and the Increase Effective Datenot less than $25,000,000.

Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Company and each Lender of the Lenders’ and Proposed New Lenders’ responses to each request made hereunder. In the event that the increases of the Aggregate Commitments set forth in such Lender Increase Notices are less than the amount requested by the Company, not later than three (3) Business Days prior to the proposed effective date the Company may notify the Administrative Agent of any 68208499_7 Eligible Assignee that shall have agreed to become a “Lender” party hereto (a “Proposed New Lender”) in connection with such increase request pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Any Proposed New Lender shall be reasonably acceptable consented to by the Administrative Agent and the Company and, in the case of an Incremental Revolving Commitment only, the each L/C Issuer and the Swing Line Lender (which consent shall not be unreasonably withheld); and any Proposed New Lender shall become a “Lender” party hereto (and shall hereinafter be referred to as a “Lender” in this Section) in connection with such increase. If the Company shall not have arranged any Proposed New Lender(s) to commit to any the shortfall from the Lender Increase Notices, then the Company shall be deemed to have reduced the amount of such Incremental Commitment its increase to the Aggregate Commitments to the aggregate amount set forth in the Lender Increase Notices. In the event that the aggregate Incremental Aggregate Commitments set forth in the Lender Increase Notices exceed the amount requested by the Company, the Company Administrative Agent and each Arranger shall have the right, in consultation with the Administrative AgentCompany, to allocate the amount of increases necessary to meet the Company’s requested increase. The Company shall promptly notify the Administrative Agent, the Lenders and any Proposed New Lenders of the final allocation of such increase and the Increase Effective Date.

Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Company and each Lender of the Lenders’ and Proposed New Lenders’ responses to each request made hereunder. In the event that the increases of the Aggregate Commitments set forth in such Lender Increase Notices are less than the amount requested by the Company, not later than three (3) Business Days prior to the proposed effective date the Company may notify the Administrative Agent of any Eligible Assignee that shall have agreed to become a “Lender” party hereto (a “Proposed New Lender”) in connection with such increase request pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Any Proposed New Lender shall be reasonably acceptable consented to by the Administrative Agent and the Company and, in the case of an Incremental Revolving Commitment only, the each L/C Issuer and the Swing Line Lender (which consent shall not be unreasonably withheld); and any Proposed New Lender shall become a “Lender” party hereto (and shall hereinafter be referred to as a “Lender” in this Section) in connection with such increase. If the Company shall not have arranged any Proposed New Lender(s) to commit to any the shortfall from the Lender Increase Notices, then the Company shall be deemed to have reduced the amount of such Incremental Commitment its increase to the Aggregate Commitments to the aggregate amount set forth in the Lender Increase Notices. In the event that the aggregate Incremental Aggregate Commitments set forth in the Lender Increase Notices exceed the amount requested by the Company, the Company Administrative Agent and each Arranger shall have the right, in consultation with the Administrative AgentCompany, to allocate the amount of increases necessary to meet the Company’s requested increase. The Company shall promptly notify the Administrative Agent, the Lenders and any Proposed New Lenders of the final allocation of such increase and the Increase Effective Date.

Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Company and each Lender of the Lenders’ and Proposed New Lenders’ responses to each request made hereunder. In the event that the increases of the Aggregate Commitments set forth in such Lender Increase Notices are less than the amount requested by the Company, not later than three (3) Business Days prior to the proposed effective date the Company may notify the Administrative Agent of any Eligible Assignee that shall have agreed to become a “Lender” party hereto (a “Proposed New Lender”) in connection with such increase request pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Any Proposed New Lender shall be reasonably acceptable consented to by the Administrative Agent and the Company and, in the case of an Incremental Revolving Commitment only, the each L/C Issuer and the Swing Line Lender (which consent shall not be unreasonably withheld); and any Proposed New Lender shall become a “Lender” party hereto (and shall hereinafter be referred to as a “Lender” in this Section) in connection with such increase. If the Company shall not have arranged any Proposed New Lender(s) to commit to any the shortfall from the Lender Increase Notices, then the Company shall be deemed to have reduced the amount of such Incremental Commitment its increase to the Aggregate Commitments to the aggregate amount set forth in the Lender Increase Notices. In the event that the aggregate Incremental Aggregate Commitments set forth in the Lender Increase Notices exceed the amount requested by the Company, the Company Administrative 67484784_8 Agent and each Arranger shall have the right, in consultation with the Administrative AgentCompany, to allocate the amount of increases necessary to meet the Company’s requested increase. The Company shall promptly notify the Administrative Agent, the Lenders and any Proposed New Lenders of the final allocation of such increase and the Increase Effective Date.

Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Company Lead Borrower and each Tranche A Lender of the Lenders’ and Proposed New Tranche A Lenders’ responses to each request made hereunderin this Section 2.15. Any Proposed New Lender shall be reasonably acceptable To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Company and, in the case of an Incremental Revolving Commitment onlyAgent, the L/C LC Issuer and the Swing Line Lender (which consent approvals shall not be unreasonably withheld); and any Proposed New Lender shall become a “Lender” party hereto (and shall hereinafter be referred to as a “Lender” in this Section) in connection with such increase. If the Company shall not have arranged any Proposed New Lender(s) to commit to any shortfall from the Lender Increase Notices, then the Company shall be deemed to have reduced the amount of such Incremental Commitment to the aggregate amount set forth in the extent that any existing Tranche A Lender Increase Notices. In the event that the aggregate Incremental declines to increase its Tranche A Commitments, or declines to increase its Tranche A Commitments set forth in the Lender Increase Notices exceed to the amount requested by the CompanyLead Borrower, the Company shall have the rightAdministrative Agent or its Affiliates, in consultation with the Administrative AgentLead Borrower, will use its reasonable efforts to allocate arrange for other Eligible Assignees to become a Tranche A Lender hereunder and to issue commitments in an amount equal to the amount of increases necessary the increase in the Tranche A Aggregate Commitments requested by the Lead Borrower and not accepted by the existing Tranche A Lenders (and the Lead Borrower may also invite additional Eligible Assignees to meet become Tranche A Lenders) (each such Eligible Assignee issuing a commitment and becoming a Tranche A Lender, an “Additional Tranche A Commitment Lender”), provided, however, that without the Company’s requested increase. The Company shall promptly notify consent of the Administrative Agent, at no time shall the Lenders and Tranche A Commitment of any Proposed New Lenders of the final allocation of such increase and the Increase Effective DateAdditional Tranche A Commitment Lender be less than $10,000,000.

Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Company and each Lender of the Lenders’ and Proposed New Lenders’ responses to each request made hereunder. In the event that the sum of all Maximum Accepted Incremental Participations set forth in such Incremental Loan Notices is less than the amount requested by the Company, not later than three (3) Business Days prior to the proposed effective date the Company may notify the Administrative Agent of any Eligible Assignee that shall have agreed to become a “Lender” party hereto (a “Proposed New Lender”) in connection with such request for Incremental Loans pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Any Proposed New Lender shall be reasonably acceptable consented to by the Administrative Agent and the Company and, in the case of an Incremental Revolving Commitment only, the L/C Issuer and the Swing Line Lender (which consent shall not be unreasonably withheld); and any Proposed New Lender shall become a “Lender” party hereto (and shall hereinafter be referred to as a “Lender” in this Section) in connection with such increase. If the Company shall not have arranged any Proposed New Lender(s) to commit to any the shortfall from the Lender Increase Incremental Loan Notices, then the Company shall be deemed to have reduced the amount of such its requested Incremental Commitment Loans to the aggregate amount set forth in the Lender Increase Incremental Loan Notices. In the event that the aggregate sum of all Maximum Accepted Incremental Commitments 90287928_3 Participations set forth in the Lender Increase such Incremental Loan Notices exceed exceeds the amount requested by the Company, the Company Administrative Agent and each Arranger shall have the right, in consultation with the Administrative AgentCompany, to allocate the amount of increases Incremental Loans necessary to meet the Company’s requested increase. The Company shall promptly notify the Administrative Agent, the Lenders and any Proposed New Lenders amount of the final allocation of such increase and the Increase Effective DateIncremental Loans.

Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Company and each Lender of the Lenders’ and Proposed New Lenders’ responses to each request made hereunder. In the event that the sum of all Maximum Accepted Incremental Participations set forth in such Incremental Loan Notices is less than the amount requested by the Company, not later than three (3) Business Days prior to the proposed effective date the Company may notify the Administrative Agent of any Eligible Assignee that shall have agreed to become a “Lender” party hereto (a “Proposed New Lender”) in connection with such request for Incremental Loans pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Any Proposed New Lender shall be reasonably acceptable consented to by the Administrative Agent and the Company and, in the case of an Incremental Revolving Commitment only, the L/C Issuer and the Swing Line Lender (which consent shall not be unreasonably withheld); and any Proposed New Lender shall become a “Lender” party hereto (and shall hereinafter be referred to as a “Lender” in this Section) in connection with such increase. If the Company shall not have arranged any Proposed New Lender(s) to commit to any the shortfall from the Lender Increase Incremental Loan Notices, then the Company shall be deemed to have reduced the amount of such its requested Incremental Commitment Loans to the aggregate amount set forth in the Lender Increase Incremental Loan Notices. In the event that the aggregate sum of all Maximum Accepted Incremental Commitments Participations set forth in the Lender Increase such Incremental Loan Notices exceed exceeds the amount requested by the 39 67688554_7 Company, the Company Administrative Agent and each Arranger shall have the right, in consultation with the Administrative AgentCompany, to allocate the amount of increases Incremental Loans necessary to meet the Company’s requested increase. The Company shall promptly notify the Administrative Agent, the Lenders and any Proposed New Lenders amount of the final allocation of such increase and the Increase Effective DateIncremental Loans.

Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Company and each Lender of the Lenders’ and Proposed New Lenders’ responses to each request made hereunder. In the event that the increases of the Aggregate Commitments set forth in such Lender Increase Notices are less than the amount requested by the Company, not later than three (3) Business Days prior to the proposed effective date the Company may notify the Administrative Agent of any Eligible Assignee that shall have agreed to become a “Lender” party hereto (a “Proposed New Lender”) in connection with such increase request pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Any Proposed New Lender shall be reasonably acceptable consented to by the Administrative Agent and the Company and, in the case of an Incremental Revolving Commitment only, the each L/C Issuer and the Swing Line Lender (which consent shall not be unreasonably withheld); and any Proposed New Lender shall become a “Lender” party hereto (and shall hereinafter be referred to as a “Lender” in this Section) in connection with such increase. If the Company shall not have arranged any Proposed New Lender(s) to commit to any the shortfall from the Lender Increase Notices, then the Company shall be deemed to 89826417_6 have reduced the amount of such Incremental Commitment its increase to the Aggregate Commitments to the aggregate amount set forth in the Lender Increase Notices. In the event that the aggregate Incremental Aggregate Commitments set forth in the Lender Increase Notices exceed the amount requested by the Company, the Company Administrative Agent and each Arranger shall have the right, in consultation with the Administrative AgentCompany, to allocate the amount of increases necessary to meet the Company’s requested increase. The Company shall promptly notify the Administrative Agent, the Lenders and any Proposed New Lenders of the final allocation of such increase and the Increase Effective Date.

Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Company and each Lender of the Lenders’ and Proposed New Lenders’ responses to each request made hereunder. In the event that the increases of the Aggregate Commitments set forth in such Lender 63 68208499_3 Increase Notices are less than the amount requested by the Company, not later than three (3) Business Days prior to the proposed effective date the Company may notify the Administrative Agent of any Eligible Assignee that shall have agreed to become a “Lender” party hereto (a “Proposed New Lender”) in connection with such increase request pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Any Proposed New Lender shall be reasonably acceptable consented to by the Administrative Agent and the Company and, in the case of an Incremental Revolving Commitment only, the each L/C Issuer and the Swing Line Lender (which consent shall not be unreasonably withheld); and any Proposed New Lender shall become a “Lender” party hereto (and shall hereinafter be referred to as a “Lender” in this Section) in connection with such increase. If the Company shall not have arranged any Proposed New Lender(s) to commit to any the shortfall from the Lender Increase Notices, then the Company shall be deemed to have reduced the amount of such Incremental Commitment its increase to the Aggregate Commitments to the aggregate amount set forth in the Lender Increase Notices. In the event that the aggregate Incremental Aggregate Commitments set forth in the Lender Increase Notices exceed the amount requested by the Company, the Company Administrative Agent and each Arranger shall have the right, in consultation with the Administrative AgentCompany, to allocate the amount of increases necessary to meet the Company’s requested increase. The Company shall promptly notify the Administrative Agent, the Lenders and any Proposed New Lenders of the final allocation of such increase and the Increase Effective Date.

Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Company Lead Borrower and each Lender of the Lenders’ and Proposed New FILO Lenders’ responses to each its request made hereunderin this Section 2.16. Any Proposed New Lender shall be reasonably acceptable To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Company and, in the case of an Incremental Revolving Commitment onlyAgent, the L/C LC Issuer and the Swing Line Lender (which consent approvals shall not be unreasonably withheld); and any Proposed New Lender shall become a “Lender” party hereto (and shall hereinafter be referred to as a “Lender” , if the FILO IP Increase is approved by all the FILO Lenders but the aggregate resulting increases in this Section) in connection with such increase. If FILO Commitments is less than the Company shall not have arranged any Proposed New Lender(s) to commit to any shortfall from the Lender Increase Notices, then the Company shall be deemed to have reduced the requested amount of such Incremental Commitment to the aggregate amount set forth in the Lender Increase Notices. In the event that the aggregate Incremental Commitments set forth in the Lender Increase Notices exceed the amount requested by the CompanyFILO IP Increase, the Company shall have the rightAdministrative Agent or its Affiliates, in consultation with the Administrative AgentLead Borrower, shall use reasonable efforts to allocate arrange for another Eligible Assignee to become a FILO Lender hereunder and to issue a FILO Commitment in an amount equal to the amount of increases necessary to meet the Company’s increase in the Aggregate FILO Commitments requested increase. The Company shall promptly notify by the Administrative AgentLead Borrower and not offered to, or not accepted by, the existing FILO Lenders and any Proposed New Lenders of the final allocation of such increase (and the Lead Borrower may also invite additional Eligible Assignees to become FILO Lenders) (each such Eligible Assignee issuing a commitment and becoming a FILO Lender, an “Additional Commitment FILO Lender” and, together with each Increased FILO Commitment Lender, the “FILO IP Increase Effective DateLenders”).

Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Company and each Lender of the Lenders’ and Proposed New Lenders’ responses to each request made hereunder. In the event that the sum of all Maximum Accepted Incremental Participations set forth in such Incremental Loan Notices is less than the amount requested by the Company, not later than three (3) Business Days prior to the proposed effective date the Company may notify the Administrative Agent of any Eligible Assignee that shall have agreed to become a “Lender” party hereto (a “Proposed New Lender”) in connection with such request for Incremental Loans pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Any Proposed New Lender shall be reasonably acceptable consented to by the Administrative Agent and the Company and, in the case of an Incremental Revolving Commitment only, the L/C Issuer and the Swing Line Lender (which consent shall not be unreasonably withheld); and any Proposed New Lender shall become a “Lender” party hereto (and shall hereinafter be referred to as a “Lender” in this Section) in connection with such increase. If the Company shall not have arranged any Proposed New Lender(s) to commit to any the shortfall from the Lender Increase Incremental Loan Notices, then the Company shall be deemed to have reduced the amount of such its requested Incremental Commitment Loans to the aggregate amount set forth in the Lender Increase Incremental Loan Notices. In the event that the aggregate sum of all Maximum Accepted Incremental Commitments Participations set forth in the Lender Increase such Incremental Loan Notices exceed exceeds the amount requested by the Company, the Company Administrative Agent and each Arranger shall have the right, in consultation with the Administrative AgentCompany, to allocate the amount of increases Incremental Loans necessary to meet the Company’s requested increase. The Company shall promptly notify the Administrative Agent, the Lenders and any Proposed New Lenders amount of the final allocation of such increase and the Increase Effective DateIncremental Loans.

Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall promptly notify the Company Lead Borrower and each Lender of the Lenders’ and Proposed New Lenders’ responses to each request made hereunder. Any Proposed New To achieve the full amount of a requested increase, to the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Lead Borrower, the Administrative Agent, in consultation with the Lead Borrower, will use its commercially reasonable efforts to arrange for other Eligible Assignees to become a Lender shall be reasonably acceptable hereunder and to issue Commitments in an amount equal to the amount of the Additional Commitments requested by the Lead Borrower and not accepted by the existing Lenders (and the Lead Borrower may also invite additional Eligible Assignees to become Lenders), provided, however, that without the consent of the Administrative Agent and the Company andLead Borrower, in at no time shall the case Commitment of an Incremental Revolving any Additional Commitment onlyLender be less than $5,000,000; provided, further, that the L/C Issuer Lead Borrower may elect to implement Additional Commitments for which Lenders and the Swing Line Lender (which consent shall not be unreasonably withheld); and any Proposed New Lender shall become a “Lender” party hereto (and shall hereinafter be referred other Eligible Assignees have agreed to as a “Lender” in this Section) in connection with such increase. If the Company shall not have arranged any Proposed New Lender(s) to commit to any shortfall from the Lender Increase Notices, then the Company shall be deemed to have reduced the amount of such Incremental Commitment to increase or issue Commitments notwithstanding that the aggregate amount set forth in the Lender Increase Notices. In the event that the aggregate Incremental Commitments set forth in the Lender Increase Notices exceed thereof is less than the amount requested originally requested; provided, further, that, with respect to up to $1,000,000,000 of Additional Commitments to be provided pursuant to the Rite Aid Commitment Letter on the Rite Aid Acquisition Closing Date, the procedural requirements of clauses (a), (b) and (c) above shall not apply, and such Additional Commitments may be provided by the Company, financial institutions that are parties to the Company shall have Rite Aid Acquisition Commitment Letter or by any other Eligible Assignee approved by the right, in consultation with Lead Borrower that is reasonably satisfactory to the Administrative Agent, to allocate the amount of increases necessary to meet the Company’s requested increase. The Company shall promptly notify the Administrative Agent, the Lenders and any Proposed New Lenders of the final allocation of such increase and the Increase Effective Date.

Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Company Lead Borrower and each Lender of the Lenders’ and Proposed New Lenders’ responses to each request made hereunder. Any Proposed New Lender shall be reasonably acceptable To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Company and, in the case of an Incremental Revolving Commitment onlyAgent, the L/C Issuer LC Issuers and the Swing Line Lender (which consent approvals shall not be unreasonably withheldwithheld or delayed); and any Proposed New Lender shall become a “Lender” party hereto (and shall hereinafter be referred to as a “Lender” in this Section) in connection with such increase. If the Company shall not have arranged any Proposed New Lender(s) to commit to any shortfall from the Lender Increase Notices, then the Company shall be deemed to have reduced the amount of such Incremental Commitment to the aggregate amount set forth in the Lender Increase Notices. In the event extent that the aggregate Incremental existing Lenders decline to increase their Commitments, or decline to increase their Commitments set forth in the Lender Increase Notices exceed to the amount requested by the CompanyLead Borrower, the Company shall have the rightAdministrative Agent, in consultation with the Administrative AgentLead Borrower, will use its reasonable efforts to allocate arrange for other Eligible Assignees to become a Lender hereunder and to issue commitments in an 105 amount equal to the amount of increases necessary the increase in the Aggregate Commitments requested by the Lead Borrower and not accepted by the existing Lenders (and the Lead Borrower may also invite additional Eligible Assignees to meet become Lenders), provided, that, except for the Company’s requested increase. The Company shall promptly notify the Administrative Agent, the Lenders and any Proposed New Lenders initial fee payable in respect of the final allocation new or additional Commitment of such a Lender, in no event shall the fees, interest rate and other compensation offered or paid in respect of additional Commitments or increase in Commitments have higher rates than the amounts paid and payable to the Increase Effective Datethen existing Lenders in respect of their Commitments, unless the fees, interest rate and other compensation payable to the then existing Lenders are increased to the same as those paid in connection with the additional Commitments or increase in Commitments. Each new or existing Lender that provides a new or increased Commitment as provided in this Section 2.15 is an “Additional Commitment Lender”.