Common use of Incremental Lenders Clause in Contracts

Incremental Lenders. Incremental Term Loans may be made, and Incremental Revolving Commitments may be provided, by any existing Lender (but no existing Lender will have an obligation to make any Incremental Commitment (or Incremental Loan), nor will the Borrower have any obligation to approach any existing Lenders to provide any Incremental Commitment (or Incremental Loan)) or by any Additional Lender (each such existing Lender or Additional Lender providing such Loan or Commitment, an “Incremental Term Lender” or “Incremental Revolving Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (i) the Administrative Agent or, in the case of any Incremental Revolving Commitments only, each Issuing Bank, shall have consented (in each case, not to be unreasonably withheld 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(b) for an assignment of Loans or Revolving Commitments, as applicable, to such Additional Lender, (ii) with respect to Incremental Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in Section 10.07(h) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Incremental Revolving Commitments.

Incremental Lenders. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans Increase. Incremental Increases may be made, and Incremental Revolving Commitments may be provided, provided by any existing Lender (but no existing Lender will have an any obligation to make a portion of 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)Increase) or by any Additional Lender other Persons (each such existing Lender or Additional Lender providing such Loan or CommitmentPerson referred to in this sentence that agrees to provide any portion of an Incremental Increase, an “Incremental Term Lender” or “Incremental Revolving Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (i) the Administrative Agent orAgent, in L/C Issuer and/or the case of any Incremental Revolving Commitments onlySwing Line Lender, each Issuing Bankas applicable, shall have consented (in each case, not to be unreasonably withheld withheld, conditioned or delayed) to such Additional Incremental Lender’s making such Incremental Term Loans or providing such Incremental Revolving Commitments Increases to the extent any such consent, if any, consent would be required under Section 10.07(b10.06(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Additional Incremental Lender. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Incremental Lender is requested to respond, which shall in no event be less than 10 Business Days from the date of delivery of such notice to the proposed Incremental Lenders (or such shorter period as may be agreed to by the Administrative Agent and each Incremental Lender, (ii) with respect in their sole discretion). Each proposed Incremental Lender may elect or decline, in its sole discretion, and shall notify the Administrative Agent within such time period whether it agrees, to Incremental Term Commitments, any Affiliated Lender providing provide an Incremental Term Commitment Increase and, if so, whether by an amount equal to, greater than or less than requested. Any Person not responding within such time period shall be subject deemed to the same restrictions set forth in Section 10.07(h) as they would otherwise be subject have declined to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide an Incremental Revolving CommitmentsIncrease.

Incremental Lenders. Incremental Term Loans may be made, and Incremental Revolving Commitments may be provided, by any existing Lender as approved by the Borrower (but no existing Lender will have an obligation to make any Incremental Commitment (or Incremental Loan), nor will the Borrower have any obligation to approach any existing Lenders to provide any Incremental Commitment (or Incremental Loan)) or by any Additional Lender (each such existing Lender or Additional Lender providing such Loan or Commitment, an “Incremental Term Lender” or “Incremental Revolving Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (i) the Administrative Agent or, in the case of any Incremental Revolving Commitments only, each Issuing Bank, shall have consented (in each case, not to be unreasonably withheld 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(b) for an assignment of Loans or Revolving Commitments, as applicable, to such Additional Lender, (ii) with respect to Incremental Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in Section 10.07(h) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Incremental Revolving Commitments.

Incremental Lenders. Incremental Term Loans Facilities may be made, and Incremental Revolving Commitments may be provided, provided by any existing Lender (but it being understood that no existing Lender will have an obligation to make all or any portion of any Incremental Commitment (or Incremental Loan), nor will the Borrower have any obligation to approach any existing Lenders Lender(s) 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”)on terms permitted by this Section 2.14; provided that (i) the Administrative Agent orAgent, in the case of any Incremental Revolving Commitments only, Swing Line Lender and each Issuing Bank, Bank shall have consented (in each case, such consent not to be unreasonably withheld withheld, conditioned or delayed) to any such Additional LenderPerson’s making such Incremental Term Loans or providing such Incremental Revolving Commitments to the extent Facilities if such consent, if any, consent would be required under Section 10.07(b10.07(b)(iii) for an assignment of such Loans or Revolving Commitments, as applicable, to such Additional LenderPerson. While existing Lenders may (but are not obligated, unless invited and so elect, to) participate in any syndication of an Incremental Facility and may (iibut are not obligated, unless invited and so elect, to) become lenders with respect thereto, the existing Lenders will not have any right to participate in any syndication, and will not have any right of first refusal or other right to provide all or any portion, of any Incremental Term CommitmentsFacility or Incremental Loan except to the extent the Borrower and the arrangers thereof, if any, in their discretion, choose to invite or include any such existing Lender (which may or may not apply to all existing Lenders and may or may not be pro rata among existing Lenders). Final allocations in respect of Incremental Facilities will be made by the Borrower together with the arrangers thereof, if any, in their discretion, on the terms permitted by this Section 2.14. For the avoidance of doubt, no Affiliated Lender may provide any Incremental Revolving Loans, and any Affiliated Lender providing an that provides any Incremental Term Commitment Loans shall be subject to the same restrictions limitations on Affiliated Lenders set forth in Section 10.07(h) as they would otherwise be subject to with respect to any purchase by or assignment to such (including the Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Incremental Revolving CommitmentsCap).

Incremental Lenders. Incremental Term Loans Facilities may be made, and Incremental Revolving Commitments may be provided, provided by any existing Lender (but it being understood that no existing Lender will shall have an obligation to make any Incremental Commitment (make, or provide commitments with respect to, an 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 Lender. While existing Lenders may (each 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 extent the Borrower and the arrangers thereof, if any, in their discretion, choose to invite or include any such existing Lender (which may or Additional Lender providing such Loan may not apply to all existing Lenders and may or Commitmentmay not be pro rata among existing Lenders). Final allocations in respect of Incremental Facilities will be made by the Borrower together with the arrangers thereof, an “Incremental Term Lender” or “Incremental Revolving Lender,” as applicableif any, andin their discretion, collectively, on the “Incremental Lenders”)terms permitted by this Section 2.24; provided that the lenders providing the Incremental Facilities will be reasonably acceptable to (i) the Administrative Borrower and (ii) the Agent or(except that, in the case of any Incremental Revolving Commitments onlyclause (ii), each Issuing Bankonly to the extent such Person otherwise would have a consent right to an assignment of such loans or commitments to such lender, shall have consented (in each case, such consent not to be unreasonably withheld 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(b) for an assignment of Loans or Revolving Commitments, as applicable, to such Additional Lender, (ii) with respect to Incremental Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in Section 10.07(h) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Incremental Revolving Commitments).

Incremental Lenders. Incremental Term Loans may be made, and Incremental Revolving Commitments may be provided, by any existing Lender as approved by the Borrower (but no existing Lender will have an obligation to make any Incremental Commitment (or Incremental Loan), nor will the Borrower have any obligation to approach any existing Lenders to provide any Incremental Commitment (or Incremental Loan)) or by any Additional Lender (each such existing Lender or Additional Lender providing such Loan or Commitment, an “Incremental Term Lender” or “Incremental Revolving Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (i) the Administrative Agent or, in the case of any Incremental Revolving Commitments only, each Swing Line Lender and each Issuing Bank, shall have consented (in each case, not to be unreasonably withheld 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(b) for an assignment of Loans or Revolving Commitments, as applicable, to such Additional Lender, (ii) with respect to Incremental Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in Section 10.07(h) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Incremental Revolving Commitments.

Incremental Lenders. Incremental Term Loans may be made, and Incremental Revolving Commitments may be provided, by any existing Lender as approved by the Borrower (but no existing Lender will have an obligation to make any Incremental Commitment (or Incremental Loan), nor will the Borrower have any obligation to approach any existing Lenders to provide any Incremental Commitment (or Incremental Loan)) or by any Additional Lender (each such existing Lender or Additional Lender providing such Loan or Commitment, an “Incremental Term Lender” or “Incremental Revolving Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (i) the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) or, in the case of any Incremental Revolving Commitments only, each Swing Line Lender and each Issuing Bank, shall have consented (in each case, not to be unreasonably withheld 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(b10.07(2) for an assignment of Loans or Revolving Commitments, as applicable, to such Additional Lender, (ii) with respect to Incremental Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in Section 10.07(h10.07(8) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Incremental Revolving Commitments.

Incremental Lenders. Incremental Term Loans may be made, and Incremental Revolving Commitments may be provided, by any existing Lender (but no existing Lender will have an obligation to make any Incremental Commitment (or Incremental Loan), nor will the Borrower have any obligation to approach any existing Lenders to provide any Incremental Commitment (or Incremental Loan)) or by any Additional Lender (each such existing Lender or Additional Lender providing such Loan or Commitment, an “Incremental Term Lender” or “Incremental Revolving Lender,” ”, as applicable, and, collectively, the “Incremental Lenders”); provided that (i) the Administrative Agent or, in the case of any Incremental Revolving Commitments only, each Issuing Bank, shall have consented (in each case, not to be unreasonably withheld 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(b) for an assignment of Loans or Revolving Commitments, as applicable, to such Additional Lender, (ii) with respect to Incremental Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in Section 10.07(h) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Incremental Revolving Commitments.

Incremental Lenders. Incremental Term Loans Facilities may be made, and Incremental Revolving Commitments may be provided, provided by any existing Lender (but it being understood that no existing Lender will shall have an obligation to make any Incremental Commitment (make, or provide commitments with respect to, an 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 Lender. While existing Lenders may (each 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 extent the Borrower and the arrangers thereof, if any, in their discretion, chose to invite or include any such existing Lender (which may or Additional Lender providing such Loan may not apply to all existing Lenders and may or Commitmentmay not be pro rata among existing Lenders). Final allocations in respect of Incremental Facilities will be made by the Borrower together with the arrangers thereof, an “Incremental Term Lender” or “Incremental Revolving Lender,” as applicableif any, andin their discretion, collectively, on the “Incremental Lenders”)terms permitted by this Section 2.16; provided that the lenders providing the Incremental Facilities will be reasonably acceptable to (i) the Borrower, (ii) the Administrative Agent orand (iii) solely with respect to any Incremental Revolving Facility, the Swing Line Lender and each Issuing Bank (except that, in the case of any Incremental Revolving Commitments onlyclauses (ii) and (iii), each Issuing Bankonly to the extent such Person otherwise would have a consent right to an assignment of such loans or commitments to such lender, shall have consented (in each case, such consent not to be unreasonably withheld withheld, conditioned or delayed) to such Additional Lender’s making such Incremental Term Loans or providing such Incremental Revolving Commitments to ). For the extent such consent, if any, would be required under Section 10.07(b) for an assignment avoidance of Loans or Revolving Commitments, as applicable, to such Additional Lender, (ii) with respect to Incremental Term Commitmentsdoubt, any Affiliated Lender providing an that provides any Incremental Term Commitment Loans shall be subject to the same restrictions limitations on Affiliated Lenders set forth in Section 10.07(h11.07(h) as they would otherwise be subject to with respect to any purchase by or assignment to such (including the Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Incremental Revolving CommitmentsLoan Cap, as applicable).

Incremental Lenders. Incremental Term Loans may be made, and Incremental Revolving Commitments may be provided, by any existing Lender (but no existing Lender will have an obligation to make any Incremental Commitment (or Incremental Loan), nor will the Borrower have any obligation to approach any existing Lenders to provide any Incremental Commitment (or Incremental Loan)) or by any Additional Lender (each such existing Lender or Additional Lender providing such Loan or Commitment, an “Incremental Term Lender” or “Incremental Revolving Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (i) the Administrative Agent or, in the case of any Incremental Revolving Commitments only, each Issuing Bank, shall have consented (in each case, not to be unreasonably withheld 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(b) for an assignment of Loans or Revolving Commitments, as applicable, to such Additional Lender, (ii) with respect to Incremental Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in Section 10.07(h) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Incremental Revolving Commitments.

Incremental Lenders. Incremental Term Loans may be made, and Incremental Revolving Commitments may be provided, by any existing Lender (but no existing Lender will have an obligation to make any Incremental Commitment (or Incremental Loan), nor will the Borrower have any obligation to approach any existing Lenders to provide any Incremental Commitment (or Incremental Loan)) or by any Additional Lender (each such existing Lender or Additional Lender providing such Loan or Commitment, an “Incremental Term Lender” or “Incremental Revolving Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (i) Borrower shall seek 160 Incremental Commitments from then-existing Lenders (other than Defaulting Lenders) prior to obtaining Incremental Commitments from any other Person (it being understood that Borrower may seek such Incremental Commitments from existing Lenders prior to seeking such Incremental Commitments from other Persons), and such then-existing Lenders shall notify the Borrower and the Administrative 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 of such notice (it being understood that (A) if any existing Lender fails to so notify the Borrower and the Administrative Agent of its participation in (or not provide) any Incremental Commitments within five Business Days of such notice, it shall be deemed to have declined providing or otherwise participating in such Incremental Commitment, (B) the Borrower shall not be required to accept any Incremental Commitments from existing Lenders pursuant to this clause (i) on any terms and conditions less favorable to the Borrower or its Restricted Subsidiaries than the terms and conditions of any Incremental Commitments to be provided by any other Person and (C) the Borrower shall not be required to accept any Incremental Commitments from existing Lenders pursuant to this proviso to the extent existing Lenders in the aggregate do not provide Incremental Commitments in the amount requested by the Borrower pursuant to such notice), (ii) the Administrative Agent or, in the case of any Incremental Revolving Commitments only, each Swing Line Lender and each Issuing Bank, shall have consented (in each case, not to be unreasonably withheld 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(b10.07(2) for an assignment of Loans or Revolving Commitments, as applicable, to such Additional Lender, (iiiii) with respect to Incremental Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in Section 10.07(h10.07(8) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and Loans, (iiiiv) Affiliated Lenders may not provide Incremental Revolving Commitments.Commitments and

Incremental Lenders. Incremental Term Loans may be made, and Incremental Revolving Commitments may be provided, by any existing Lender (but no existing Lender will have an obligation to make any Incremental Commitment (or Incremental Loan), nor will the any 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) the Administrative Agent or, in the case of any Incremental Revolving Commitments only, each Swing Line Lender and each Issuing Bank, shall have consented (in each case, not to be unreasonably withheld 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(b) for an assignment of Loans or Revolving Commitments, as applicable, to such Additional Lender, (ii) with respect to Incremental Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in Section 10.07(h) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Incremental Revolving Commitments.

Incremental Lenders. Incremental Term Loans Facilities may be made, and Incremental Revolving Commitments may be provided, provided by any existing Lender (but it being understood that no existing Lender will shall have an obligation to make any Incremental Commitment (make, or provide commitments with respect to, an 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 Lender. While existing Lenders may (each 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 extent the Borrower and the arrangers thereof, if any, in their discretion, chose to invite or include any such existing Lender (which may or Additional Lender providing such Loan may not apply to all existing Lenders and may or Commitmentmay not be pro rata among existing Lenders). Final allocations in respect of Incremental Facilities will be made by the Borrower together with the arrangers thereof, an “Incremental Term Lender” or “Incremental Revolving Lender,” as applicableif any, andin their discretion, collectively, on the “Incremental Lenders”)terms permitted by this Section 2.16; provided that the lenders providing the Incremental Facilities will be reasonably acceptable to (i) the Borrower, (ii) each Issuing Bank and (iii) the Administrative Agent or(except that, in the case of any Incremental Revolving Commitments onlyclauses (ii) and (iii), each Issuing Bankonly to the extent such Person otherwise would have a consent right to an assignment of such loans or commitments to such lender, shall have consented (in each case, such consent not to be unreasonably withheld 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(b) for an assignment of Loans or Revolving Commitments, as applicable, to such Additional Lender, (ii) with respect to Incremental Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in Section 10.07(h) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Incremental Revolving Commitments).

Incremental Lenders. Incremental Term Loans may be made, and Incremental Revolving Commitments may be provided, by any existing Lender as approved by the Borrower (but no existing Lender will have an obligation to make any Incremental Commitment (or Incremental Loan), nor will the Borrower have any obligation to approach any existing Lenders to provide any Incremental Commitment (or Incremental Loan)) or by any Additional Lender (each such existing Lender or Additional Lender providing such Loan or Commitment, an “Incremental Term Lender” or “Incremental Revolving Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (i) the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) or, in the case of any Incremental Revolving Commitments only, each Swing Line Lender and each Issuing Bank, shall have consented (in each case, not to be unreasonably withheld 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(b10.07(2) for an assignment of Loans or Revolving Commitments, as applicable, to such Additional Lender, (ii) with respect to Incremental Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in Section 10.07(h10.07(8) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Incremental Revolving Commitments.. 158

Incremental Lenders. Upon receipt of an Incremental Term Loans may 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 made, and deemed to have elected not to participate in such Incremental Revolving Commitments may be provided, by any existing Facility. No Lender (but no existing Lender will have an obligation to make any Incremental Commitment (or Incremental Loan), nor will the Borrower shall have any obligation to approach any existing Lenders fund Loans pursuant to, or commit to provide provide, any Incremental Commitment Facility, and any decision by 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) the shares of the Incremental Facility of the Lenders willing to fund (or commit to fund) such Incremental Loan)Facility so that the total committed Incremental Facility equals the requested Incremental Facility. If the Administrative Agent has not received commitments from Lenders in an amount equal to or greater than the requested Incremental Facility within ten (10) or by any Additional Lender Business Days of receipt of an Incremental Request from the Borrower, at the Borrower’s election, the portion of the Borrower’s Incremental Request which remains uncommitted may be offered to new lenders which are Eligible Assignees and which are reasonably acceptable to the Borrower and the Administrative Agent (each such existing Lender or Additional Lender providing such Loan or Commitmentlender, an “Additional Incremental Term Lender” or “”). If the Administrative Agent receives commitments from Additional Incremental Revolving Lender,” as applicable, and, collectivelyLenders in excess of the remaining uncommitted portion of the requested Incremental Facility, the “Borrower and the Administrative Agent shall reduce and reallocate (within the minimum and maximum amounts specified by each such Lender in its notice to the Administrative Agent) the shares of the Incremental Lenders”)Facility of the Additional Incremental Lenders willing to fund (or commit to fund) such Incremental Facility so that the total committed Incremental Facility equals the requested Incremental Facility. If the Administrative Agent does not receive commitments from Lenders or Additional Incremental Lenders in an amount sufficient to fund the requested Incremental Facility, the Administrative Agent shall so notify the Borrower and the request for such Incremental Facility shall be deemed automatically rescinded; provided that (i) the Administrative Agent or, in Borrower may submit a replacement Incremental Request setting forth different terms for the case of any requested Incremental Revolving Commitments only, each Issuing Bank, shall have consented (in each case, not to be unreasonably withheld 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(b) for an assignment of Loans or Revolving Commitments, as applicable, to such Additional Lender, (ii) with respect to Incremental Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in Section 10.07(h) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Incremental Revolving CommitmentsFacility.

Incremental Lenders. Incremental Term Loans Facilities may be made, and Incremental Revolving Commitments may be provided, provided by any existing Lender (but it being understood that no existing Lender will shall have an obligation to make any Incremental Commitment (make, or provide commitments with respect to, an 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 Lender. While existing Lenders may (each 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 extent the Borrower and the arrangers thereof, if any, in their discretion, chose to invite or include any such existing Lender (which may or Additional Lender providing such Loan may not apply to all existing Lenders and may or Commitmentmay not be pro rata among existing Lenders). Final allocations in respect of Incremental Facilities will be made by the Borrower together with the arrangers thereof, an “Incremental Term Lender” or “Incremental Revolving Lender,” as applicableif any, andin their discretion, collectively, on the “Incremental Lenders”)terms permitted by this Section 2.16; provided that the lenders providing the Incremental Facilities will be reasonably acceptable to the (i) Borrower and (ii) the Administrative Agent or(except that, in the case of any Incremental Revolving Commitments onlythis clause (ii), each Issuing Bankonly to the extent such Person otherwise would have a consent right to an assignment of such loans or commitments to such lender, shall have consented (in each case, such consent not to be unreasonably withheld withheld, conditioned or delayed) to such Additional Lender’s making such Incremental Term Loans or providing such Incremental Revolving Commitments to ). For the extent such consent, if any, would be required under Section 10.07(b) for an assignment avoidance of Loans or Revolving Commitments, as applicable, to such Additional Lender, (ii) with respect to Incremental Term Commitmentsdoubt, any Affiliated Lender providing an that provides any Incremental Term Commitment Loans shall be subject to the same restrictions limitations on Affiliated Lenders set forth in Section 10.07(h11.07(h) as they would otherwise be subject to with respect to any purchase by or assignment to such (including the Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Incremental Revolving CommitmentsLoan Cap, as applicable).

Incremental Lenders. Incremental Term Loans Facilities may be made, and Incremental Revolving Commitments may be provided, provided by any existing Lender (but it being understood that no existing Lender will shall have an obligation to make all or any portion of 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”)on terms permitted by this Section 2.16; provided that (i) the Administrative Agent or, in the case of any Incremental Revolving Commitments onlyAgent, each Issuing Bank, Bank and the Swing Line Lender shall have consented (in each case, such consent not to be unreasonably withheld withheld, conditioned or delayed) to any such Additional LenderPerson’s making such Incremental Term Loans or providing such Incremental Revolving Commitments to the extent Facilities if such consent, if any, consent would be required under Section 10.07(b11.07(b)(iii)(B), (C) and (D), respectively, for an assignment of Revolving Loans or Revolving Commitments, as applicable, Commitments to such Additional Lender, Person. While existing Lenders may (iibut 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 Term CommitmentsFacility or Incremental Loan except to the extent the Borrower and the arrangers thereof, if any, in their discretion, chose to invite or include any such existing Lender (which may or may not apply to all existing Lenders and may or may not be pro rata among existing Lenders). Final allocations in respect of Incremental Facilities will be made by the Borrower together with the arrangers thereof, if any, in their discretion, on the terms permitted by this Section 2.16. For the avoidance of doubt, no Affiliated Lender may provide any Incremental Revolving Loans, and any Affiliated Lender providing an that provides any Incremental Term Commitment Loans shall be subject to the same restrictions limitations on Affiliated Lenders set forth in Section 10.07(h11.07(h) as they would otherwise be subject to with respect to any purchase by or assignment to such (including the Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Incremental Revolving CommitmentsCap).

Incremental Lenders. Incremental Term Loans Facilities may be made, and Incremental Revolving Commitments may be provided, provided by any existing Lender (but it being understood that no existing Lender will shall have an obligation to make any Incremental Commitment (make, or provide commitments with respect to, an 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 Lender. While existing Lenders may (each 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 extent the Borrower and the arrangers thereof, if any, in their discretion, choose to invite or include any such existing Lender (which may or Additional Lender providing such Loan may not apply to all existing Lenders and may or Commitmentmay not be pro rata among existing Lenders). Final allocations in respect of Incremental Facilities will be made by the Borrower together with the arrangers thereof, an “Incremental Term Lender” or “Incremental Revolving Lender,” as applicableif any, andin their discretion, collectively, on the “Incremental Lenders”)terms permitted by this Section 2.13; provided that the lenders providing the Incremental Facilities will be reasonably acceptable to (i) the Borrower and (ii) the Administrative Agent or(except that, in the case of any Incremental Revolving Commitments onlyclause (ii), each Issuing Bankonly to the extent such Person otherwise would have a consent right to an assignment of such loans or commitments to such lender, shall have consented (in each case, such consent not to be unreasonably withheld withheld, conditioned or delayed) to such Additional Lender’s making such Incremental Term Loans or providing such Incremental Revolving Commitments to ). For the extent such consent, if any, would be required under Section 10.07(b) for an assignment avoidance of Loans or Revolving Commitments, as applicable, to such Additional Lender, (ii) with respect to Incremental Term Commitmentsdoubt, any Affiliated Lender providing an that provides any Incremental Term Commitment Loans shall be subject to the same restrictions limitations on Affiliated Lenders set forth in Section 10.07(h) as they would otherwise be subject to with respect to any purchase by or assignment to such (including the Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Incremental Revolving CommitmentsLoan Cap, as applicable).

Incremental Lenders. Incremental Term Loans may be made, and Incremental Revolving Commitments may be provided, by any existing Lender (but no existing Lender will have an obligation to make any Incremental Commitment (or Incremental Loan), nor will the Borrower have any obligation to approach any existing Lenders to provide any Incremental Commitment (or Incremental Loan)) or by any Additional Lender (each such existing Lender or Additional Lender providing such Loan or Commitment, an “Incremental Term Lender” or “Incremental Revolving Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (i) Borrower shall seek Incremental Commitments from then-existing Lenders (other than Defaulting Lenders) prior to obtaining 160 Incremental Commitments from any other Person (it being understood that Borrower may seek such Incremental Commitments from existing Lenders prior to seeking such Incremental Commitments from other Persons), and such then-existing Lenders shall notify the Borrower and the Administrative 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 of such notice (it being understood that (A) if any existing Lender fails to so notify the Borrower and the Administrative Agent of its participation in (or not provide) any Incremental Commitments within five Business Days of such notice, it shall be deemed to have declined providing or otherwise participating in such Incremental Commitment, (B) the Borrower shall not be required to accept any Incremental Commitments from existing Lenders pursuant to this clause (i) on any terms and conditions less favorable to the Borrower or its Restricted Subsidiaries than the terms and conditions of any Incremental Commitments to be provided by any other Person and (C) the Borrower shall not be required to accept any Incremental Commitments from existing Lenders pursuant to this proviso to the extent existing Lenders in the aggregate do not provide Incremental Commitments in the amount requested by the Borrower pursuant to such notice), (ii) the Administrative Agent or, in the case of any Incremental Revolving Commitments only, each Swing Line Lender and each Issuing Bank, shall have consented (in each case, not to be unreasonably withheld 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(b10.07(2) for an assignment of Loans or Revolving Commitments, as applicable, to such Additional Lender, (iiiii) with respect to Incremental Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in Section 10.07(h10.07(8) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and Loans, (iiiiv) Affiliated Lenders may not provide Incremental Revolving CommitmentsCommitments and (v) with respect to any Incremental Commitments established pursuant to the Incremental Ratio Basket (or, solely to the extent that the Borrower is able to satisfy the Delayed Draw Term Loan First Lien Leverage Condition or the Delayed Draw Term Loan Secured Leverage Condition on a pro forma basis as of the Incremental Facility Closing Date (or, if applicable, the LCT Test Date), the Free and Clear Incremental Amount), the Incremental Facility Closing Date shall be on or after the Delayed Draw Term Loan Commitment Expiration Date (provided that, for the avoidance of doubt, the Required Facility Lenders under the Delayed Draw Term Loan Facility shall be permitted to waive the requirement set forth in this clause).

Incremental Lenders. Incremental Term Loans may be made, and Incremental Revolving Credit Commitments may be provided, by any existing Lender (but no each existing Lender will not have an obligation to make any Incremental Commitment (or Incremental Loan)Commitment, nor will the Borrower have any obligation to approach any existing Lenders lenders to provide any Incremental Commitment (or Incremental Loan)Commitment) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender Lender”) (each such existing Lender or Additional Lender providing such Loan or Commitmentsuch, an “Incremental Term Revolving Credit Lender” or “Incremental Revolving Term Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (i) the Administrative Agent or, in the case of any Incremental Revolving Commitments onlyAgent, each Issuing Bank, Swing Line Lender and each L/C Issuer shall have consented (in each case, not to be unreasonably withheld or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Incremental Revolving Commitments Commitment Increases to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender, (ii) with respect to Incremental Term Loan Commitments, any Affiliated Lender providing an 101 #4865-3972-4350v17 Incremental Term Loan Commitment shall be subject to the same restrictions set forth in Section 10.07(h10.07(l) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Incremental Revolving Credit Commitments.

Incremental Lenders. Incremental Term Loans Facilities may be made, and Incremental Revolving Commitments may be provided, provided by any existing Lender (but it being understood that no existing Lender will shall have an obligation to make any Incremental Commitment (make, or provide commitments with respect to, an 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 Lender. While existing Lenders may (each 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 extent the Borrower and the arrangers thereof, if any, in their discretion, chose to invite or include any such existing Lender (which may or Additional Lender providing such Loan may not apply to all existing Lenders and may or Commitmentmay not be pro rata among existing Lenders). Final allocations in respect of Incremental Facilities will be made by the Borrower together with the arrangers thereof, an “Incremental Term Lender” or “Incremental Revolving Lender,” as applicableif any, andin their discretion, collectively, on the “Incremental Lenders”)terms permitted by this Section 2.16; provided that the lenders providing the Incremental Facilities will be reasonably acceptable to (i) the Borrower, (ii) the Administrative Agent orand (iii) solely with respect to any Incremental Revolving Facility, each Issuing Bank (except that, in the case of any Incremental Revolving Commitments onlyclauses (ii) and (iii), each Issuing Bankonly to the extent such Person otherwise would have a consent right to an assignment of such loans or commitments to such lender, shall have consented (in each case, such consent not to be unreasonably withheld 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(b) for an assignment of Loans or Revolving Commitments, as applicable, to such Additional Lender, (ii) with respect to Incremental Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in Section 10.07(h) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Incremental Revolving Commitments).

Incremental Lenders. Incremental Term Loans may be made, and Incremental Revolving Commitments may be provided, by any existing Lender as approved by the Borrower (but no existing Lender will have an obligation to make any Incremental Commitment (or Incremental Loan), nor will the Borrower have any obligation to approach any existing Lenders to provide any Incremental Commitment (or Incremental Loan)) or by any Additional Lender (each such existing Lender or Additional Lender providing such Loan or Commitment, an “Incremental Term Lender” or “Incremental Revolving Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (i) all existing Lenders, prior to the time of incurrence of such Incremental Commitment (or Incremental Loan), shall first be offered, by written request from the Borrower at least five (5) Business Days prior to any applicable response deadline, the right to accept or reject (in each case in their sole discretion) the opportunity to provide on a pro rata basis any such Incremental Term Loans and Incremental Revolving Commitments, (ii) the Administrative Agent or, in the case of any Incremental Revolving Commitments only, each Swing Line Lender and each Issuing Bank, shall have consented (in each case, not to be unreasonably withheld or delayed) to such any 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(b) for an assignment of Loans or Revolving Commitments, as applicable, to such Additional Lender, (iiiii) with respect to Incremental Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in Section 10.07(h), (i) and (j) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans Loans, (iv) each Additional Lender that is not a Lender prior to the incurrence of the applicable Incremental Commitment shall be required to deliver a duly executed joinder agreement to the AAL in form and substance reasonably satisfactory to the Administrative Agent and the AAL Last Out Representative and (iiiv) Affiliated Lenders may not provide Incremental Revolving Commitments.

Incremental Lenders. Incremental Term Loans may be made, and Incremental Revolving Commitments may be provided, by any existing Lender as approved by the Borrower (but no existing Lender will have an obligation to make any Incremental Commitment (or Incremental Loan), nor will the Borrower have any obligation to approach any existing Lenders to provide any Incremental Commitment (or Incremental Loan)) or by any Additional Lender (each such existing Lender or Additional Lender providing such Loan or Commitment, an “Incremental Term Lender” or “Incremental Revolving Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (i) the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) or, in the case of any Incremental Revolving Commitments only, each Swing Line Lender and each Issuing Bank, shall have consented (in each case, not to be unreasonably withheld 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(b10.07(2) for an assignment of Loans or Revolving Commitments, as applicable, to such Additional Lender, (ii) with respect to Incremental Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in Section 10.07(h10.07(8) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Incremental Revolving Commitments.. 155

Incremental Lenders. Incremental Term Loans may be made, and Incremental Revolving Credit Commitments may be provided, by any existing Lender (but no existing Lender will have an obligation to make any Incremental Commitment (or Incremental Loan), nor will the Borrower Borrowers 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 Credit Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (i) the Administrative Agent or, in the case of any Incremental Revolving Commitments Credit Lender only, each Issuing BankSwing Line Lender and each L/C Issuer, shall have consented (in each case, not to be unreasonably withheld or delayed) to such Additional Lender’s making such Incremental Term Loans or providing such Incremental Revolving Commitments Commitment Increases to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Additional Lender, (ii) with respect to Incremental Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in Section 10.07(h) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Incremental Revolving Credit Commitments.

Incremental Lenders. Incremental Term Loans Facilities may be made, and Incremental Revolving Commitments may be provided, provided by any existing Lender (but it being understood that no existing Lender will shall have an obligation to make or provide commitments with respect to, all or any Incremental Commitment (or portion of any Incremental Loan). 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, nor 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 extent the Borrower have and the arrangers thereof, if any, in their discretion, chose to invite or include any obligation to approach any existing Lenders to provide any Incremental Commitment (or Incremental Loan)) or by any Additional Lender (each such existing Lender (which may or Additional Lender providing such Loan may not apply to all existing Lenders and may or Commitmentmay not be pro rata among existing Lenders). Final allocations in respect of Incremental Facilities will be made by the Borrower together with the arrangers thereof, an “Incremental Term Lender” or “Incremental Revolving Lender,” as applicableif any, andin their discretion, collectively, on the “Incremental Lenders”)terms permitted by this Section 2.16; provided that (i) the Administrative Agent or, in the case of any Incremental Revolving Commitments onlyAgent, each Issuing Bank, Bank and the Swing Line Lender shall have consented (in each case, such consent not to be unreasonably withheld withheld, conditioned or delayed) to any such Additional LenderPerson’s making such Incremental Term Loans or providing such Incremental Revolving Commitments to the extent Facilities if such consent, if any, consent would be required under Section 10.07(b11.07(b)(iii)(B), (C) and (D), respectively, for an assignment of Revolving Loans or Revolving Commitments, as applicable, Commitments to such Additional LenderPerson. For the avoidance of doubt, (ii) with respect to no Affiliated Lender may provide any Incremental Term CommitmentsRevolving Loans, and any Affiliated Lender providing an that provides any Incremental Term Commitment Loans shall be subject to the same restrictions limitations on Affiliated Lenders set forth in Section 10.07(h11.07(i) as they would otherwise (including the Affiliated Lender Cap). For the avoidance of doubt, any Affiliated Lender that provides any Incremental Loans shall be subject to with respect to any purchase by or assignment to such the limitations on Affiliated Lenders set forth in Section 11.07(i) (including the Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Incremental Revolving CommitmentsCap).

Incremental Lenders. Incremental Term Loans may be made, and Incremental Revolving Commitments may be provided, by any existing Lender as approved by the Borrower (but no existing Lender will have an obligation to make any Incremental Commitment (or Incremental Loan), nor will the Borrower have any obligation to approach any existing Lenders to provide any Incremental Commitment (or Incremental Loan)) or by any Additional Lender (each such existing Lender or Additional Lender providing such Loan or Commitment, an “Incremental Term Lender” or “Incremental Revolving Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (i) all existing Lenders, prior to the time of incurrence of such Incremental Commitment (or 178 Incremental Loan), shall first be offered, by written request from the Borrower at least five (5) Business Days prior to any applicable response deadline, the right to accept or reject (in each case in their sole discretion) the opportunity to provide on a pro rata basis any such Incremental Term Loans and Incremental Revolving Commitments, (ii) the Administrative Agent or, in the case of any Incremental Revolving Commitments only, each Swing Line Lender and each Issuing Bank, shall have consented (in each case, not to be unreasonably withheld or delayed) to such any 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(b) for an assignment of Loans or Revolving Commitments, as applicable, to such Additional Lender, (iiiii) with respect to Incremental Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in Section 10.07(h), (i) and (j) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans Loans, (iv) each Additional Lender that is not a Lender prior to the incurrence of the applicable Incremental Commitment shall be required to deliver a duly executed joinder agreement to the AAL in form and substance reasonably satisfactory to the Administrative Agent and the AAL Last Out Representative and (iiiv) Affiliated Lenders may not provide Incremental Revolving Commitments.

Incremental Lenders. Incremental Term Loans may be made, and Incremental Revolving Commitments may be provided, by any existing Lender as approved by the Borrower (but no existing Lender will have an obligation to make any Incremental Commitment (or Incremental Loan), nor will the Borrower have any obligation to approach any existing Lenders to provide any Incremental Commitment (or Incremental Loan)) or by any Additional Lender (each such existing Lender or Additional Lender providing such Loan or Commitment, an “Incremental Term Lender” or “Incremental Revolving Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (i) the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) or, in the case of any Incremental Revolving Commitments only, each Swing Line Lender and each Issuing Bank, shall have consented (in each case, not to be unreasonably withheld 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(b10.07(2) for an assignment of Loans or Revolving Commitments, as applicable, to such Additional Lender, (ii) with respect to Incremental Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in Section 10.07(h10.07(8) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Incremental Revolving Commitments.. 160

Incremental Lenders. Incremental Term Loans Facilities may be made, and Incremental Revolving Commitments may be provided, provided by any existing Lender (but it being understood that no existing Lender will shall have an obligation to make any Incremental Commitment (make, or provide commitments with respect to, an 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 Lender. While existing Lenders may (each 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 extent the Borrower and the arrangers thereof, if any, in their discretion, chose to invite or include any such existing Lender (which may or Additional Lender providing such Loan may not apply to all existing Lenders and may or Commitmentmay not be pro rata among existing Lenders). Final allocations in respect of Incremental Facilities will be made by the Borrower together with the arrangers thereof, an “Incremental Term Lender” or “Incremental Revolving Lender,” as applicableif any, andin their discretion, collectively, on the “Incremental Lenders”)terms permitted by this Section 2.16; provided that the lenders providing the Incremental Facilities will be reasonably acceptable to (i) the Borrower, (ii) each Issuing Bank and (iii) the Administrative Agent or(except that, in the case of any Incremental Revolving Commitments onlyclauses (ii) and (iii), each Issuing Bankonly to the extent such Person otherwise would have a consent right to an assignment of such loans or commitments to such lender, shall have consented (in each case, such consent not to be unreasonably withheld withheld, conditioned or delayed) to such Additional Lender’s making such Incremental Term Loans or providing such Incremental Revolving Commitments to ). For the extent such consent, if any, would be required under Section 10.07(b) for an assignment avoidance of Loans or Revolving Commitments, as applicable, to such Additional Lender, (ii) with respect to Incremental Term Commitmentsdoubt, any Affiliated Lender providing an that provides any Incremental Term Commitment Loans shall be subject to the same restrictions limitations on Affiliated Lenders set forth in Section 10.07(h) as they would otherwise be subject to with respect to any purchase by or assignment to such (including the Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Incremental Revolving CommitmentsLoan Cap).

Incremental Lenders. Incremental Term Loans Facilities may be made, and Incremental Revolving Commitments may be provided, provided by any existing Lender (but it being understood that no existing Lender will shall have an obligation to make any Incremental Commitment (make, or provide commitments with respect to, an 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 Lender. While existing Lenders may (each 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 extent the Borrower and the arrangers thereof, if any, in their discretion, chose to invite or include any such existing Lender (which may or Additional Lender providing such Loan may not apply to all existing Lenders and may or Commitmentmay not be pro rata among existing Lenders). Final allocations in respect of Incremental Facilities will be made by the Borrower together with the arrangers thereof, an “Incremental Term Lender” or “Incremental Revolving Lender,” as applicableif any, andin their discretion, collectively, on the “Incremental Lenders”)terms permitted by this Section 2.16; provided that the lenders providing the Incremental Facilities will be reasonably acceptable to (i) the Borrower and (ii) the Administrative Agent or(except that, in the case of any Incremental Revolving Commitments onlyclause (ii), each Issuing Bankonly to the extent such Person otherwise would have a consent right to an assignment of such loans or commitments to such lender, shall have consented (in each case, such consent not to be unreasonably withheld withheld, conditioned or delayed) to such Additional Lender’s making such Incremental Term Loans or providing such Incremental Revolving Commitments to ). For the extent such consent, if any, would be required under Section 10.07(b) for an assignment avoidance of Loans or Revolving Commitments, as applicable, to such Additional Lender, (ii) with respect to Incremental Term Commitmentsdoubt, any Affiliated Lender providing an that provides any Incremental Term Commitment Loans shall be subject to the same restrictions limitations on Affiliated Lenders set forth in Section 10.07(h11.07(h) as they would otherwise be subject to with respect to any purchase by or assignment to such (including the Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Incremental Revolving CommitmentsLoan Cap, as applicable).

Incremental Lenders. Incremental Term Loans Facilities may be made, and Incremental Revolving Commitments may be provided, provided by any existing Lender (but it being understood that no existing Lender will shall have an obligation to make any Incremental Commitment (make, or provide commitments with respect to, an 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 Lender. While existing Lenders may (each 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 extent the Borrower and the arrangers thereof, if any, in their discretion, chose to invite or include any such existing Lender (which may or Additional Lender providing such Loan may not apply to all existing Lenders and may or Commitmentmay not be pro rata among existing Lenders). Final allocations in respect of Incremental Facilities will be made by the Borrower together with the arrangers thereof, an “Incremental Term Lender” or “Incremental Revolving Lender,” as applicableif any, andin their discretion, collectively, on the “Incremental Lenders”)terms permitted by this Section 2.16; provided that the lenders providing the Incremental Facilities will be reasonably acceptable to (i) the Borrower and (ii) the Administrative Agent or(except that, in the case of any Incremental Revolving Commitments onlyclause (ii), each Issuing Bankonly to the extent such Person otherwise would have a consent right to an assignment of such loans or commitments to such lender, shall have consented (in each case, such consent not to be unreasonably withheld withheld, conditioned or delayed) to such Additional Lender’s making such Incremental Term Loans or providing such Incremental Revolving Commitments to ). For the extent such consent, if any, would be required under Section 10.07(b) for an assignment avoidance of Loans or Revolving Commitments, as applicable, to such Additional Lender, (ii) with respect to Incremental Term Commitmentsdoubt, any Affiliated Lender providing an that provides any Incremental Term Commitment Loans shall be subject to the same restrictions limitations on Affiliated Lenders set forth in Section 10.07(h) as they would otherwise be subject to with respect to any purchase by or assignment to such (including the Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Incremental Revolving CommitmentsLoan Cap, as applicable).

Incremental Lenders. Incremental Term Loans Facilities may be made, and Incremental Revolving Commitments may be provided, provided by any existing Lender (but no existing Lender will have an obligation to make any Incremental Commitment (or Incremental Loan)additional bank, 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 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 providing and if such Loan or CommitmentIncremental Facility is to be documented pursuant to this Agreement, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Term Lender” or “Incremental Revolving Lender,” as applicable, Facility Amendment”) to this Agreement and, collectivelyas appropriate, the “Incremental Lenders”); provided that (i) other Loan Documents, executed by Holdings, the Lead Borrower, such Additional Lender, the Administrative Agent orand, in the case of any Incremental Revolving Commitments onlyCredit Commitments, each Issuing BankL/C Issuer; provided that the consent of the Administrative Agent and, shall have consented in the case of Incremental Revolving Credit Commitments and the L/C Issuer (in each case, not to be unreasonably withheld withheld, delayed or delayedconditioned) will be required with respect to any such Additional Lender if such consent would be required under Section 10.07 for an assignment to such Additional Lender; provided further that no Incremental Term Loans may be provided by a Sponsor Affiliated Lender unless, after giving effect to such Incremental Term Loans, the aggregate Outstanding Amount of all Term Loans that are held by Sponsor Affiliated Lenders (other than Affiliated Debt Funds) does not exceed 25% of the aggregate Outstanding Amount of the Term Loans then outstanding (determined as of the time of such purchase). At the election of the Lead Borrower, commitments in respect of any Incremental Term Loans or Incremental Revolving Credit Commitments may become Commitments under this Agreement. The Lead Borrower agrees to provide the GS Investor Lenders (or other applicable GS Investors on behalf of any GS Investor Lenders) with a bona fide right of first offer to provide a pro rata share of any Incremental Term Loans or Incremental Revolving Credit Commitments in proportion to each GS Investor Lender’s making 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 Incremental Term Loans or providing 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 Lead Borrower may, in its sole discretion, retain any other Persons to provide such Incremental Revolving Commitments Facilities on terms, conditions and economics agreed with such other Persons. Any existing Lender offered or approached to provide a portion of the extent such consentIncremental Facilities may elect or decline, if any, would be required under Section 10.07(b) for an assignment of Loans or Revolving Commitments, as applicablein its sole discretion, to such Additional Lender, (ii) with respect to Incremental Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in Section 10.07(h) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Incremental Revolving Commitmentsa portion thereof.

Incremental Lenders. Incremental Term Loans may be made, and Incremental Revolving Commitments may be provided, by any existing Lender (but no existing Lender will have an obligation to make any Incremental Commitment (or Incremental Loan), nor will the Borrower have any obligation to approach any existing Lenders to provide any Incremental Commitment (or Incremental Loan)) or by any Additional Lender (each such existing Lender or Additional Lender providing such Loan or Commitment, an “Incremental Term Lender” or “Incremental Revolving Lender,” as applicable, and, collectively, the “Incremental Lenders”); provided that (i) the Administrative Agent or, in the case of any Incremental Revolving Commitments only, each Swing Line Lender and each Issuing Bank, shall have consented (in each case, not to be unreasonably withheld 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(b) for an assignment of Loans or Revolving Commitments, as applicable, to such Additional Lender, (ii) with respect to Incremental Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the same restrictions set forth in Section 10.07(h) as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Incremental Revolving Commitments.

Incremental Lenders. Incremental Term Loans Facilities may be made, and Incremental Revolving Commitments may be provided, provided by any existing Lender (but it being understood that no existing Lender will shall have an obligation to make any Incremental Commitment (make, or provide commitments with respect to, an 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 Lender. While existing Lenders may (each 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 extent the Borrowers and the arrangers thereof, if any, in their discretion, chose to invite or include any such existing Lender (which may or Additional Lender providing such Loan may not apply to all existing Lenders and may or Commitment, an “Incremental Term Lender” or “Incremental Revolving Lender,” as applicable, and, collectively, the “Incremental 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 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 such Incremental Revolving Facility, the Additional Lender(s) providing all or any potion of such Incremental Revolving Facility shall be subject to the consent of the 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 discretion, on the terms permitted by this Section 2.16; provided that the lenders providing the Incremental Facilities will be reasonably acceptable to (i) the Borrowers, (ii) the Administrative Agent orand (iii) solely with respect to any Incremental Revolving Facility, the Swing Line Lender and each Issuing Bank (except that, in the case of any Incremental Revolving Commitments onlyclauses (ii) and (iii), each Issuing Bankonly to the extent such Person otherwise would have a consent right to an assignment of such loans or commitments to such lender, shall have consented (in each case, such consent not to be unreasonably withheld withheld, conditioned or delayed) to such Additional Lender’s making such Incremental Term Loans or providing such Incremental Revolving Commitments to ). For the extent such consent, if any, would be required under Section 10.07(b) for an assignment avoidance of Loans or Revolving Commitments, as applicable, to such Additional Lender, (ii) with respect to Incremental Term Commitmentsdoubt, any Affiliated Lender providing an that provides any Incremental Term Commitment Loans shall be subject to the same restrictions limitations on Affiliated Lenders set forth in Section 10.07(h11.07(h) as they would otherwise be subject to with respect to any purchase by or assignment to such (including the Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Incremental Revolving CommitmentsLoan Cap, as applicable).