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 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 participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participate.

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.

The Borrower shall provide at least 30 days’ written notice to the Administrative Agent (who shall promptly provide a copy 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 Loan 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 Commitment (and/or its existing Incremental Term Loans, if 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 it will increase its Revolving Commitment and/or establish an Incremental Term Loan Commitment within 15 days after receipt of such notice, such Lender 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 the 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 Loan Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Incremental Commitment Amount.