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Lender Elections. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to provide a portion of the Incremental Term Facility and/or Incremental Revolving Commitments and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested Incremental Term Facility and/or Incremental Revolving Commitments. Any Lender not responding within such time period shall be deemed to have declined to provide a portion of the Incremental Term Facility and/or Incremental Revolving Commitments, as applicable. Each prospective lender shall notify the Administrative Agent within such time period whether or not it agrees to fund any portion of the requested Incremental Term Facility or Incremental Revolving Commitments and, if so, by what amount. Any prospective lender not responding within such time period shall be deemed to have declined to fund any portion of the Incremental Term Facility or Incremental Revolving Commitments, as applicable.

Lender# Elections. Each Lender shall notify the [[Administrative AgentAgent:Organization]] within such time period whether or not it agrees to provide a portion of the Incremental Term Facility and/or Incremental Revolving CommitmentsDelayed Draw Term Loans and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested Incremental Term Facility and/or Incremental Revolving Commitments.Delayed Draw Term Loans. Any Lender not responding within such time period shall be deemed to have declined to provide a portion of the Incremental Term Facility and/or Incremental Revolving Commitments,Delayed Draw Term Loans, as applicable. Each prospective lender shall notify the [[Administrative AgentAgent:Organization]] within such time period whether or not it agrees to fund any portion of the requested Incremental Term Facility and/or Incremental Revolving CommitmentsDelayed Draw Term Loans and, if so, by what amount. Any prospective lender not responding within such time period shall be deemed to have declined to fund any portion of the Incremental Term Facility and/or Incremental Revolving Commitments,Delayed Draw Term Loans, as applicable.

Lender Elections.Elections to Increase. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to provide a portion of the Incrementalmake Additional Term Facility and/or Incremental Revolving CommitmentsLoans and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested Incremental Term Facility and/or Incremental Revolving Commitments.increase. Any Lender not responding within such time period shall be deemed to have declined to provide a portion of the Incremental Term Facility and/or Incremental Revolving Commitments, as applicable.increase its Commitment. Each prospective lender shall notify the Administrative Agent within such time period whether or not it agrees to fund any portion of the requested IncrementalAdditional Term Facility or Incremental Revolving CommitmentsLoans and, if so, by what amount. Any prospective lender not responding within such time period shall be deemed to have declined to fund any portion of the IncrementalAdditional Term Facility or Incremental Revolving Commitments, as applicable.Loans.

Lender Elections. Each LenderNotification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Administrative Agent within such time period whether or not it agrees to provide a portion[[Consolidated Parties:Organization]] and each Lender of the Incremental Term Facility and/or Incremental Revolving Commitments and, if so, whether by anLenders’ and prospective lenders’ responses to each request made hereunder. To achieve the full amount equal to, greater than, or less than its Pro Rata Share of sucha requested Incremental Term Facility and/or Incremental Revolving Commitments. Any Lender not responding within such time period shall be deemed to have declined to provide a portion of the Incremental Term Facility and/or Incremental Revolving Commitments, as applicable. Eachthe [[Consolidated Parties:Organization]] may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent, the [[Consolidated Parties:Organization]] and their respective counsel. If any prospective lender shall notify the Administrative Agent within such time period whether or not it agrees to fund any portion of the requested Incremental Term Facility or Incremental Revolving Commitments (an “Additional Lender”), such Additional Lender shall become a Lender hereunder pursuant to such joinder agreement, provided that such Additional Lender shall have been approved by the Administrative Agent and, if so, by what amount. Any prospective lender not responding within such time period shall be deemed to have declinedAdditional Lender has agreed to fund anya portion of the Incremental Term FacilityRevolving Commitments by the L/C Issuers (in each case, such approval not to be unreasonably withheld or Incremental Revolving Commitments, as applicable.delayed).

Lender Elections. Each LenderThe Borrower shall notifyprovide at least 30 days’ written notice to the Administrative Agent within such time period whether or not it agrees to(who shall promptly provide a portioncopy of such notice to each Lender) of any proposal to establish an Incremental Commitment. The Borrower may also, but is not required to, specify any fees offered to those Lenders (the “Increasing Lenders”) that agree to increase the principal amount of their Revolving Commitments and/or establish Incremental Term Loan Commitments, which fees may be variable based upon the amount by which any such Lender is willing to increase the principal amount of its Revolving Commitment and/or provide Incremental Term Loan Commitments, as applicable. Each Increasing Lender shall as soon as practicable, and in any case within 15 days following receipt of such notice, specify in a written notice to the Borrower and the Administrative Agent the amount of such proposed Incremental Commitment that it is willing to provide. No Lender (or any successor thereto) shall have any obligation, express or implied, to offer to increase the aggregate principal amount of its Revolving Commitment and/or establish an Incremental Term Loan Commitment, and any decision by a Lender to increase its Revolving Commitment and/or establish an Incremental Term Loan Commitment shall be made in its sole discretion independently from any other Lender. Only the consent of each Increasing Lender shall be required for an increase in the aggregate principal amount of the Revolving Commitments and/or the Incremental Term FacilityLoan Commitments, as applicable, pursuant to this Section. No Lender which declines to increase the principal amount of its Revolving Commitment and/or establish Incremental Term Loan Commitments may be replaced with respect to its existing Revolving Commitments and,Commitment (and/or its existing Incremental Term Loans, if so,any), as a result thereof without such Lender’s consent. If any Lender shall fail to notify the Borrower and the Administrative Agent in writing about whether byit will increase its Revolving Commitment and/or establish an amount equal to, greater than, or less than its Pro Rata ShareIncremental Term Loan Commitment within 15 days after receipt of such requested Incremental Term Facility and/or Incremental Revolving Commitments. Anynotice, such Lender not responding within such time period shall be deemed to have declined the request. The Borrower may in its sole discretion accept some or all of the offered amounts, reject the offered amounts entirely (in which case the proposed Incremental Commitment shall be deemed withdrawn and of no force or effect) or designate new lenders that are acceptable to providethe Administrative Agent (such approval not to be unreasonably withheld) and otherwise permitted under [Section 10.4(b)] as additional Lenders hereunder in accordance with this Section (the “Additional Lenders”), which Additional Lenders may assume all or a portion of such Incremental Commitment. The Borrower and the Administrative Agent shall have discretion jointly to adjust the allocation of such Incremental Revolving Commitments and/or such Incremental Term Loans among the Increasing Lenders and the Additional Lenders. The sum of the increase in the Revolving Commitments and the amount of Incremental Term Loan Commitments established (or increased, as the case may be) by the Increasing Lenders plus the Revolving Commitments and the Incremental Term Facility and/or Incremental Revolving Commitments, as applicable. Each prospective lender shall notify the Administrative Agent within such time period whether or not it agrees to fund any portionLoan Commitments of the requested Incremental Term Facility or Incremental Revolving Commitments and, if so, by what amount. Any prospective lenderAdditional Lenders shall not responding within such time period shall be deemed to have declined to fund any portionin the aggregate exceed the unsubscribed amount of the Incremental Term Facility or Incremental Revolving Commitments, as applicable.Commitment Amount.

Lender Elections.Elections to Increase. Each Revolving Lender shall notify the Administrative Agent within such time period whether or not it agrees to provide a portion of the Incremental Term Facility and/or Incrementalincrease its Revolving CommitmentsCommitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata ShareApplicable Revolving Percentage of such requested Incremental Term Facility and/or Incrementalincrease. Any Revolving Commitments. Any Lender not responding within such time period shall be deemed to have declined to provide a portion of the Incremental Term Facility and/or Incrementalincrease its Revolving Commitments, as applicable. Each prospective lender shall notify the Administrative Agent within such time period whether or not it agrees to fund any portion of the requested Incremental Term Facility or Incremental Revolving Commitments and, if so, by what amount. Any prospective lender not responding within such time period shall be deemed to have declined to fund any portion of the Incremental Term Facility or Incremental Revolving Commitments, as applicable.Commitment.

Notice. Each written notice from the Borrower pursuant to [Section 2.15(a)] shall specify # whether it proposes an Incremental Revolving Increase, an Incremental Term Loan Facility or an Incremental Term Loan Increase, # if it proposes an Incremental Term Loan Facility, the proposed terms thereof and # if then known, the identity of each Lender Elections.and each Eligible Assignee that it proposes to approach to provide all or a portion of such Incremental Facility (subject in each case to any requisite consents required under [Section 11.06]); provided, however, that # no existing Lender shall be required to participate in any such Incremental Facility and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such Incremental Facility and # any Eligible Assignee providing any portion of such Incremental Facility that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an Incremental Facility is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable [[Loan Parties:Organization]]). Each Lender approached to provide all or a portion of an Incremental Facility shall notify the Administrative Agent within such time period whether or not it agrees to provide a portion ofparticipate in the Incremental Term Facility and/or Incremental Revolving Commitments and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested Incremental Term Facility and/or Incremental Revolving Commitments.Facility. Any Lender not responding within such time period shall be deemed to have declined to provide a portion of the Incremental Term Facility and/or Incremental Revolving Commitments, as applicable. Each prospective lender shall notify the Administrative Agent within such time period whether or not it agrees to fund any portion of the requested Incremental Term Facility or Incremental Revolving Commitments and, if so, by what amount. Any prospective lender not responding within such time period shall be deemed to have declined to fund any portion of the Incremental Term Facility or Incremental Revolving Commitments, as applicable.participate.

Lender Elections.Elections to Increase. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to provide a portion of the Incrementalincrease its Term Facility and/or Incremental Revolving CommitmentsLoan Commitment, and, if so, whether by an amount equal to, greater than, or less than its Pro Rata ShareApplicable Percentage of such requested Incremental Term Facility and/or Incremental Revolving Commitments.increase. Any Lender not responding within such time period shall be deemed to have declined to provide a portion of the Incremental Term Facility and/or Incremental Revolving Commitments, as applicable. Each prospective lender shall notify the Administrative Agent within such time period whether or not it agrees to fund any portion of the requested Incremental Term Facility or Incremental Revolving Commitments and, if so, by what amount. Any prospective lender not responding within such time period shall be deemed to have declined to fund any portion of the Incremental Term Facility or Incremental Revolving Commitments, as applicable.increase its applicable Commitment.

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