Common use of Conditions Precedent to Incremental Commitment Clause in Contracts

Conditions Precedent to Incremental Commitment. This Agreement, and the obligations of the Assuming Lender to make the Incremental Commitment, shall become effective on and as of the Business Day (the “Effective Date”) on which the following conditions precedent have been satisfied (unless a condition shall have been waived in accordance with Section 9.02 of the Credit Agreement): (a) the Administrative Agent shall have received counterparts of this Agreement that, when taken together, bear the signatures of the Borrower, each Subsidiary Guarantor, the Administrative Agent, the Issuing Bank and the Assuming Lender; (b) on the Effective Date, each of the conditions set forth or referred to in Section 2.07(e)(i) of the Credit Agreement shall be satisfied, and pursuant to Section 2.07(e)(ii)(x) of the Credit Agreement, the Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower dated the Effective Date certifying as to the foregoing; (c) (i) the Assuming Lender shall have received all fees due to the Assuming Lender on the Effective Date pursuant to any outstanding fee letters or commitment letters by and between the Borrower, the Assuming Lender and/or ING, as applicable, including payment of any fees under any fee letters or commitment letters entered into on the Effective Date and (ii) ING, in its capacity as Joint Lead Arranger, shall have received all fees due to it on the Effective Date pursuant to any outstanding fee letters by and between the Borrower and ING, in its capacity as Joint Lead Arranger; (d) the Borrower shall have paid, or substantially concurrently with the Effective Date is paying, Dechert LLP, counsel for the Administrative Agent, for its reasonable and documented fees, charges and disbursements to the extent invoiced on or prior to the Effective Date; and (e) pursuant to Section 9.03 of the Credit Agreement, the Administrative Agent shall have received all other reasonable and documented out-of-pocket fees, costs and expenses related to this Agreement owing on the Effective Date.

Conditions Precedent to Incremental Commitment. This Agreement, and the obligations respective Incremental Commitment of the Assuming Lender to make the Incremental Commitmenteach Increasing Lender, shall become effective on and as of the Business Day (the “Effective Date”) occurring on which the following conditions precedent have been satisfied (unless a condition shall have been waived in accordance with Section 9.02 of the Credit Agreement):satisfied: (a) the Administrative Agent shall have received counterparts of this Agreement that, when taken together, bear the signatures of the Borrower, each the Subsidiary GuarantorGuarantors, the Administrative Agent, the Issuing Bank Agent and the Assuming each Increasing Lender; (b) on the Effective Date, each of the conditions set forth or referred to in Section 2.07(e)(i2.06(f)(i) of the Credit Agreement shall be satisfied, and pursuant to Section 2.07(e)(ii)(x2.06(f)(ii)(x) of the Credit Agreement, the Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower dated the Effective Date certifying as to the foregoing; (c) (i) the Assuming Lender Administrative Agent shall have received all fees due to the Assuming Lender Administrative Agent on the Effective Date pursuant to any outstanding fee letters or commitment letters by and between the Borrower, the Assuming Lender and/or ING, as applicable, including payment of any fees under any fee letters or commitment letters entered into on the Effective Date and (ii) ING, in its capacity as Joint Lead Arranger, shall have received all fees due to it on the Effective Date date hereof pursuant to any outstanding fee letters by and between the Borrower and ING, in its capacity as Joint Lead Arrangerthe Administrative Agent; (d) the Borrower each Increasing Lender shall have paid, or substantially concurrently with received all fees due to such Increasing Lender on the Effective Date is paying, Dechert LLP, counsel date hereof; (e) the Administrative Agent shall have received for the Administrative Agentaccount of the Lenders the amounts, for its reasonable if any, payable under Section 2.13 of the Credit Agreement as a result of the adjustments of Borrowings pursuant to Section 2(c) of this Agreement; (f) if requested by any Increasing Lender, such Increasing Lender shall have received a duly executed FR U-1 or FR G-3, as applicable, as required pursuant to FRB Regulation U (12 C.F.R. § 221 et seq.), in form and documented fees, charges and disbursements substance reasonably satisfactory to the extent invoiced on or prior to the Effective Datesuch Increasing Lender; and (eg) pursuant to Section 9.03 of the Credit Agreement, the Administrative Agent shall have received all other reasonable and documented out-of-pocket fees, costs fees and expenses related to this Agreement owing on the Effective Date.

Conditions Precedent to Incremental Commitment. This Agreement, and the obligations of the Assuming Lender to make the its Incremental Commitment, shall become effective on and as of the Business Day (the “Effective Date”) on which the following conditions precedent have been satisfied (unless a condition shall have been waived in accordance with Section 9.02 of the Credit Agreement): (a) the Administrative Agent shall have received counterparts of this Agreement that, when taken together, bear the signatures of the Borrower, each Subsidiary Guarantor, the Administrative Agent, the Issuing Bank Bank, and the Assuming Lender; (b) on the Effective Date, each of the conditions set forth or referred to in Section 2.07(e)(i2.07(f)(i) of the Credit Agreement shall be satisfied, and pursuant to Section 2.07(e)(ii)(x2.07(f)(ii)(x) of the Credit Agreement, the Administrative Agent shall have received a certificate of a duly authorized officer Financial Officer of the Borrower dated the Effective Date certifying as to the foregoing; (c) (i) the Assuming Lender shall have received all fees due to the such Assuming Lender on the Effective Date pursuant to any outstanding fee letters or commitment letters by and between the Borrower, the such Assuming Lender and/or ING, as applicable, including payment of any fees under any fee letters or commitment letters entered into on the Effective Date Date, and (ii) ING, in its capacity as Joint Lead Arranger, shall have received all fees due to it on the Effective Date pursuant to any outstanding fee letters by and between the Borrower and ING, in its capacity as Joint Lead Arranger; (d) the Borrower shall have paid, or substantially concurrently with the Effective Date is paying, Dechert LLP, counsel for the Administrative Agent, for its reasonable and documented fees, charges and disbursements to the extent invoiced on or prior to the Effective Date; and (e) pursuant to Section 9.03 of the Credit Agreement, the Administrative Agent shall have received for the account of the Lenders the amounts, if any, payable under Section 2.13 of the Credit Agreement as a result of the adjustments of Borrowings pursuant to Section 2(c) of this Agreement; (e) the Administrative Agent and the Lenders shall have received all other reasonable and documented out-of-pocket fees, costs fees (if any) and expenses (including reasonable legal fees to the extent invoiced) related to this Agreement and the Credit Agreement owing on as of the Effective Datedate hereof.

Conditions Precedent to Incremental Commitment. This Assumption Agreement, and the obligations of the Assuming Lender to make the Incremental Commitment, shall become effective on and as of the Business Day (the “Effective Date”) occurring on or before December 19, 2012 on which the following conditions precedent have been satisfied (unless a condition shall have been waived in accordance with Section 9.02 of the Credit Agreement):satisfied: (a) the Administrative Agent shall have received counterparts of this Assumption Agreement that, when taken together, bear the signatures of the Borrower, each the Subsidiary GuarantorGuarantors, the Administrative Agent, the Issuing Bank Agent and the Assuming Lender; (b) on the Effective Datedate hereof, each of the conditions set forth or referred to in Section 2.07(e)(i2.07(f)(i) of the Credit Agreement shall be satisfied, and pursuant to Section 2.07(e)(ii)(x2.07(f)(ii)(x) of the Credit Agreement, Agreement the Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower dated the Effective Date date hereof certifying as to the foregoing; (c) the Administrative Agent shall have received for the account of the Lenders the amounts, if any, payable under Section 2.14 of the Credit Agreement as a result of the adjustments of Borrowings pursuant to Section 2(c) of this Assumption Agreement; and (id) the Assuming Lender shall have received all documented fees and expenses related to this Assumption Agreement owing on the date hereof, including an up-front fee in an amount equal to 0.45% of the Increased Commitment, due to the Assuming Lender on the Effective Date pursuant to any outstanding fee letters or commitment letters by and between the Borrower, the Assuming Lender and/or ING, as applicable, including payment of any fees under any fee letters or commitment letters entered into on the Effective Date and (ii) ING, in its capacity as Joint Lead Arranger, shall have received all fees due to it on the Effective Date pursuant to any outstanding fee letters by and between the Borrower and ING, in its capacity as Joint Lead Arranger; (d) the Borrower shall have paid, or substantially concurrently with the Effective Date is paying, Dechert LLP, counsel for the Administrative Agent, for its reasonable and documented fees, charges and disbursements to the extent invoiced on or prior to the Effective Date; and (e) pursuant to Section 9.03 of the Credit Agreement, the Administrative Agent shall have received all other reasonable and documented out-of-pocket fees, costs and expenses related to this Agreement owing on the Effective Datedate hereof.

Conditions Precedent to Incremental Commitment. This Assumption Agreement, and the obligations of the Assuming Increasing Lender to make the its Incremental Commitment, shall become effective on and as of the Business Day (the “Increase Effective Date”) occurring on or before May 11, 2018, on which the following conditions precedent have been satisfied (unless a condition shall have been waived in accordance with Section 9.02 of the Credit Agreement):satisfied: (a) the Administrative Agent shall have received counterparts of this Assumption Agreement that, when taken together, bear the signatures of the Borrower, each Subsidiary Guarantor, the Administrative Agent, the Issuing Bank Agent and the Assuming Increasing Lender; (b) on the Effective Datedate hereof, each of the conditions set forth or referred to in Section 2.07(e)(i2.06(f)(i) of the Credit Agreement shall be satisfied, and pursuant to Section 2.07(e)(ii)(x2.06(f)(ii)(x) of the Credit Agreement, Agreement the Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower dated the Effective Date date hereof certifying as to the foregoing; (c) (i) the Assuming Increasing Lender shall have received all fees due to the Assuming such Increasing Lender on the Effective Date date hereof pursuant to any outstanding fee letters or commitment letters by and between the BorrowerBorrower and the Increasing Lender, the Assuming Lender and/or ING, as applicable, including payment of any fees under any fee letters or commitment letters entered into on the Effective Date and (ii) ING, in its capacity as Joint the Lead Arranger, shall have received all fees due to it on the Effective Date date hereof pursuant to any outstanding fee letters by and between the Borrower and ING, in its capacity as Joint Lead Arranger; (d) the Borrower Administrative Agent shall have paid, or substantially concurrently with the Effective Date is paying, Dechert LLP, counsel received for the Administrative Agentaccount of the Lenders the amounts, for its reasonable and documented feesif any, charges and disbursements payable under Section 2.13 of the Credit Agreement as a result of the adjustments of Borrowings pursuant to the extent invoiced on or prior to the Effective DateSection 2(c) of this Assumption Agreement; and (e) pursuant to Section 9.03 of the Credit Agreement, the Administrative Agent shall have received all other reasonable and documented out-of-pocket fees, costs fees and expenses related to this Agreement owing on the Effective Datedate hereof.

Conditions Precedent to Incremental Commitment. This Assumption Agreement, and the obligations of the Assuming Lender to make the Incremental Commitment, shall become effective on and as of the Business Day (the “Effective Date”) occurring on or before January 31, 2012 on which the following conditions precedent have been satisfied (unless a condition shall have been waived in accordance with Section 9.02 of the Credit Agreement):satisfied: (a) the Administrative Agent shall have received counterparts of this Assumption Agreement that, when taken together, bear the signatures of the Borrower, each the Subsidiary Guarantor, the Administrative Agent, the Issuing Bank Agent and the Assuming Lender; (b) on the Effective Datedate hereof, each of the conditions set forth or referred to in Section 2.07(e)(i2.06(f)(i) of the Credit Agreement shall be satisfied, and pursuant to Section 2.07(e)(ii)(x2.06(f)(ii)(x) of the Credit Agreement, the Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower dated the Effective Date date hereof certifying as to the foregoing; (c) the Administrative Agent shall have received for the account of the Lenders the amounts, if any, payable under Section 2.13 of the Credit Agreement as a result of the adjustments of Borrowings pursuant to Section 2(c) of this Assumption Agreement; (id) the Assuming Lender shall have received all fees an up-front fee in the amount of $200,000, due to the Assuming Lender on the Effective Date pursuant to any outstanding fee letters or commitment letters by and between the Borrower, the Assuming Lender and/or ING, as applicable, including payment of any fees under any fee letters or commitment letters entered into on the Effective Date and (ii) ING, in its capacity as Joint Lead Arranger, shall have received all fees due to it on the Effective Date pursuant to any outstanding fee letters by and between the Borrower and ING, in its capacity as Joint Lead Arranger; (d) the Borrower shall have paid, or substantially concurrently with the Effective Date is paying, Dechert LLP, counsel for the Administrative Agent, for its reasonable and documented fees, charges and disbursements to the extent invoiced on or prior to the Effective Datedate hereof; and (e) pursuant to Section 9.03 of the Credit Agreement, the Administrative Agent shall have received all other reasonable and documented out-of-pocket fees, costs fees and expenses related to this Assumption Agreement owing on the Effective Datedate hereof.

Conditions Precedent to Incremental Commitment. This Assumption Agreement, and the obligations of the Assuming Lender to make the Incremental Commitment, shall become effective on and as of the Business Day (the “Effective Date”) occurring on or before May 3, 2012 on which the following conditions precedent have been satisfied (unless a condition shall have been waived in accordance with Section 9.02 of the Credit Agreement):satisfied: (a) the Administrative Agent shall have received counterparts of this Assumption Agreement that, when taken together, bear the signatures of the Borrower, each the Subsidiary Guarantor, the Administrative Agent, the Issuing Bank Agent and the Assuming Lender; (b) on the Effective Datedate hereof, each of the conditions set forth or referred to in Section 2.07(e)(i2.06(f)(i) of the Credit Agreement shall be satisfied, and pursuant to Section 2.07(e)(ii)(x2.06(f)(ii)(x) of the Credit Agreement, the Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower dated the Effective Date date hereof certifying as to the foregoing; (c) the Administrative Agent shall have received for the account of the Lenders the amounts, if any, payable under Section 2.13 of the Credit Agreement as a result of the adjustments of Borrowings pursuant to Section 2(c) of this Assumption Agreement; (id) the Assuming Lender shall have received all fees an up-front fee in the amount of $75,000, due to the Assuming Lender on the Effective Date pursuant to any outstanding fee letters or commitment letters by and between the Borrower, the Assuming Lender and/or ING, as applicable, including payment of any fees under any fee letters or commitment letters entered into on the Effective Date and (ii) ING, in its capacity as Joint Lead Arranger, shall have received all fees due to it on the Effective Date pursuant to any outstanding fee letters by and between the Borrower and ING, in its capacity as Joint Lead Arranger; (d) the Borrower shall have paid, or substantially concurrently with the Effective Date is paying, Dechert LLP, counsel for the Administrative Agent, for its reasonable and documented fees, charges and disbursements to the extent invoiced on or prior to the Effective Datedate hereof; and (e) pursuant to Section 9.03 of the Credit Agreement, the Administrative Agent shall have received all other reasonable and documented out-of-pocket fees, costs fees and expenses related to this Assumption Agreement owing on the Effective Datedate hereof.

Conditions Precedent to Incremental Commitment. This Agreement, and the obligations Incremental Commitment of the Assuming Lender to make the each Incremental CommitmentLender, shall become effective on and as of the Business Day (the “Effective Date”) on which the following conditions precedent have been satisfied (unless a condition shall have been waived in accordance with Section 9.02 of the Credit Agreement): (a) the Administrative Agent shall have received counterparts of this Agreement that, when taken together, bear the signatures of the Borrower, each Subsidiary Guarantor, the Administrative Agent, the Issuing Bank and the Assuming LenderIncremental Lenders; (b) on the Effective Date, each of the conditions set forth or referred to in Section 2.07(e)(i) of the Credit Agreement shall be satisfied, and pursuant to Section 2.07(e)(ii)(x) of the Credit Agreement, the Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower dated the Effective Date certifying as to the foregoing; (c) (i) the Assuming Lender Administrative Agent shall have received all fees due to for the Assuming Lender on account of the Effective Date Lenders the amounts, if any, payable under Section 2.14 of the Credit Agreement as a result of the adjustments of Borrowings pursuant to any outstanding fee letters or commitment letters by and between the Borrower, the Assuming Lender and/or ING, as applicable, including payment Section 2(c) of any fees under any fee letters or commitment letters entered into on the Effective Date and (ii) ING, in its capacity as Joint Lead Arranger, shall have received all fees due to it on the Effective Date pursuant to any outstanding fee letters by and between the Borrower and ING, in its capacity as Joint Lead Arrangerthis Agreement; (d) the Borrower Administrative Agent shall have paid, or substantially concurrently with the Effective Date is paying, Dechert LLP, counsel received for the account of the Incremental Lenders the amounts payable pursuant to that certain Incremental Commitment Fee Letter, dated as of the date hereof, from the Administrative Agent, for its reasonable and documented fees, charges and disbursements Agent to the extent invoiced on or prior to the Effective DateBorrower; and (e) pursuant to Section 9.03 of the Credit Agreement, the Administrative Agent shall have received all other reasonable and documented out-of-pocket fees, costs fees and expenses related to this Agreement due and owing on the Effective Date.

Conditions Precedent to Incremental Commitment. This Agreement, and the obligations of the Assuming each Increasing Lender to make the its respective Incremental Commitment, shall become effective on and as of the Business Day (the “Effective Date”) on which the following conditions precedent have been satisfied (unless a condition shall have been waived in accordance with Section 9.02 of the Credit Agreement):satisfied: (a) the Administrative Agent shall have received counterparts of this Agreement that, when taken together, bear the signatures of the Borrower, each Subsidiary Guarantor, the Administrative Agent, the Issuing Bank Agent and the Assuming each Increasing Lender; (b) on the Effective Date, each of the conditions set forth or referred to in Section 2.07(e)(i2.06(f)(i) of the Credit Agreement shall be satisfied, and pursuant to Section 2.07(e)(ii)(x2.06(f)(ii)(x) of the Credit Agreement, the Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower dated the Effective Date certifying as to the foregoing; (c) (i) the Assuming each Increasing Lender shall have received all fees due to the Assuming such Increasing Lender on the Effective Date pursuant to any outstanding fee letters or commitment letters by and between among the Borrower, the Assuming Lender Increasing Lenders and/or ING, as applicable, including payment of any fees under any fee letters or commitment letters entered into on the Effective Date Date, and (ii) ING, in its capacity as Joint Lead Arranger, shall have received all fees due to it on the Effective Date pursuant to any outstanding fee letters by and between the Borrower and ING, in its capacity as Joint Lead Arranger; (d) [reserved]; (e) the Borrower shall have paid, or substantially concurrently with the Effective Date is paying, paying Dechert LLP, counsel for the Administrative Agent, for its reasonable and documented fees, charges and disbursements disbursements; (f) the Administrative Agent shall have received for the account of the Lenders the amounts, if any, payable under Section 2.13 of the Credit Agreement as a result of the adjustments of Borrowings pursuant to the extent invoiced on or prior to the Effective DateSection 2(c) of this Agreement; and (eg) pursuant to Section 9.03 of the Credit Agreement, the Administrative Agent shall have received all other reasonable and documented out-of-pocket fees, costs and expenses related to this Agreement owing on the Effective Date.

Conditions Precedent to Incremental Commitment. This Assumption Agreement, and the obligations of the Assuming Lender to make the Incremental Commitment, shall become effective on and as of the Business Day (the “Effective Date”) occurring on or before January 7, 2013 on which the following conditions precedent have been satisfied (unless a condition shall have been waived in accordance with Section 9.02 of the Credit Agreement):satisfied: (a) the Administrative Agent shall have received counterparts of this Assumption Agreement that, when taken together, bear the signatures of the Borrower, each the Subsidiary GuarantorGuarantors, the Administrative Agent, the Issuing Bank Agent and the Assuming Lender; (b) on the Effective Datedate hereof, each of the conditions set forth or referred to in Section 2.07(e)(i2.07(f)(i) of the Credit Agreement shall be satisfied, and pursuant to Section 2.07(e)(ii)(x2.07(f)(ii)(x) of the Credit Agreement, Agreement the Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower dated the Effective Date date hereof certifying as to the foregoing; (c) the Administrative Agent shall have received for the account of the Lenders the amounts, if any, payable under Section 2.14 of the Credit Agreement as a result of the adjustments of Borrowings pursuant to Section 2(c) of this Assumption Agreement; and (id) the Assuming Lender shall have received all documented fees and expenses related to this Assumption Agreement owing on the date hereof, including an up-front fee in an amount equal to 0.25% of the Increased Commitment, due to the Assuming Lender on the Effective Date pursuant to any outstanding fee letters or commitment letters by and between the Borrower, the Assuming Lender and/or ING, as applicable, including payment of any fees under any fee letters or commitment letters entered into on the Effective Date and (ii) ING, in its capacity as Joint Lead Arranger, shall have received all fees due to it on the Effective Date pursuant to any outstanding fee letters by and between the Borrower and ING, in its capacity as Joint Lead Arranger; (d) the Borrower shall have paid, or substantially concurrently with the Effective Date is paying, Dechert LLP, counsel for the Administrative Agent, for its reasonable and documented fees, charges and disbursements to the extent invoiced on or prior to the Effective Date; and (e) pursuant to Section 9.03 of the Credit Agreement, the Administrative Agent shall have received all other reasonable and documented out-of-pocket fees, costs and expenses related to this Agreement owing on the Effective Datedate hereof.

Conditions Precedent to Incremental Commitment. This Agreement, and the obligations Incremental Commitment of the Assuming Lender to make the Incremental CommitmentIncreasing Lender, shall become effective on and as of the Business Day (the “Effective Date”) occurring on which the following conditions precedent have been satisfied (unless a condition shall have been waived in accordance with Section 9.02 of the Credit Agreement):satisfied: (a) the Administrative Agent shall have received counterparts of this Agreement that, when taken together, bear the signatures of the Borrower, each Subsidiary Guarantor, the Administrative Agent, the Issuing Bank Agent and the Assuming Increasing Lender; (b) on the Effective Date, each of the conditions set forth or referred to in Section 2.07(e)(i2.07(f)(i) of the Credit Agreement shall be satisfied, and pursuant to Section 2.07(e)(ii)(x2.07(f)(ii)(A) of the Credit Agreement, the Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower dated the Effective Date certifying as to the foregoing; (c) (i) the Assuming Lender Administrative Agent shall have received all fees due to for the Assuming Lender on account of the Effective Date Lenders the amounts, if any, payable under Section 2.14 of the Credit Agreement as a result of the adjustments of Borrowings pursuant to any outstanding fee letters or commitment letters by and between the Borrower, the Assuming Lender and/or ING, as applicable, including payment Section 2(c) of any fees under any fee letters or commitment letters entered into on the Effective Date and (ii) ING, in its capacity as Joint Lead Arranger, shall have received all fees due to it on the Effective Date pursuant to any outstanding fee letters by and between the Borrower and ING, in its capacity as Joint Lead Arranger;this Agreement; and (d) the Borrower shall have paid, or substantially concurrently with the Effective Date is paying, Dechert LLP, counsel for the Administrative Agent, for its reasonable and documented fees, charges and disbursements to the extent invoiced on or prior to the Effective Date; and (e) pursuant to Section 9.03 of the Credit Agreement, the Administrative Agent shall have received all other reasonable and documented out-of-pocket fees, costs fees and expenses related to this Agreement due and owing on the Effective Date.

Conditions Precedent to Incremental Commitment. This Assumption Agreement, and the obligations of the Assuming Lender to make the its Incremental Commitment, shall become effective on and as of the Business Day (the “Increase Effective Date”) occurring on or before April 16, 2018, on which the following conditions precedent have been satisfied (unless a condition shall have been waived in accordance with Section 9.02 of the Credit Agreement):satisfied: (a) the Administrative Agent shall have received counterparts of this Assumption Agreement that, when taken together, bear the signatures of the Borrower, each Subsidiary Guarantor, the Administrative Agent, the Issuing Bank Agent and the Assuming Lender; (b) on the Effective Datedate hereof, each of the conditions set forth or referred to in Section 2.07(e)(i2.06(f)(i) of the Credit Agreement shall be satisfied, and pursuant to Section 2.07(e)(ii)(x2.06(f)(ii)(x) of the Credit Agreement, Agreement the Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower dated the Effective Date date hereof certifying as to the foregoing; (c) (i) the Assuming Lender shall have received all fees due to the such Assuming Lender on the Effective Date date hereof pursuant to any outstanding fee letters or commitment letters by and between the Borrower, Borrower and the Assuming Lender and/or INGLender, as applicable, including payment of any fees under any fee letters or commitment letters entered into on the Effective Date and (ii) ING, in its capacity as Joint the Lead Arranger, shall have received all fees due to it on the Effective Date date hereof pursuant to any outstanding fee letters by and between the Borrower and ING, in its capacity as Joint Lead Arranger; (d) the Borrower Administrative Agent shall have paid, or substantially concurrently with the Effective Date is paying, Dechert LLP, counsel received for the Administrative Agentaccount of the Lenders the amounts, for its reasonable and documented feesif any, charges and disbursements payable under Section 2.13 of the Credit Agreement as a result of the adjustments of Borrowings pursuant to the extent invoiced on or prior to the Effective DateSection 2(c) of this Assumption Agreement; and (e) pursuant to Section 9.03 of the Credit Agreement, the Administrative Agent shall have received all other reasonable and documented out-of-pocket fees, costs fees and expenses related to this Agreement owing on the Effective Datedate hereof.

Conditions Precedent to Incremental Commitment. This Agreement, and the obligations Incremental Commitment of the Assuming Lender to make the Incremental CommitmentIncreasing Lender, shall become effective on and as of the Business Day (the “Effective Date”) occurring on or after April 29, 2020 (or such earlier date as mutually agreed to in writing (which may be an email) by each of the Borrower, the Administrative Agent and the Increasing Lender in their sole discretion), on which each of the following conditions precedent have been are satisfied (unless a condition provided that if such conditions are not satisfied, waived or extended on or prior to May 12, 2020, this Agreement shall have been waived automatically terminate and no longer be in accordance with Section 9.02 of the Credit Agreementeffect): (a) the Administrative Agent shall have received counterparts of this Agreement that, when taken together, bear the signatures of the Borrower, each the Subsidiary Guarantor, the Administrative Agent, the Issuing Bank Agent and the Assuming Increasing Lender; (b) on the Effective Date, each of the conditions set forth or referred to in Section 2.07(e)(i2.06(e)(i) of the Credit Agreement shall be satisfied, and pursuant to Section 2.07(e)(ii)(x2.06(e)(ii)(x) of the Credit Agreement, Agreement the Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower dated as of the Effective Date certifying as to the foregoing; (c) (i) the Assuming Increasing Lender shall have received all fees due to the Assuming Increasing Lender on or prior to the Effective Date Date, including pursuant to any outstanding fee letters or commitment letters by and between the BorrowerBorrower and the Increasing Lender, the Assuming Lender and/or ING, as applicable, including payment of any fees under any fee letters or commitment letters entered into on the Effective Date and (ii) ING, in its capacity as Joint Lead Arrangerthe lead arranger, shall have received all fees due to it on the Effective Date Date, including pursuant to any outstanding fee letters by and between the Borrower and ING, in its capacity as Joint Lead Arranger; (d) the Borrower shall have paid, or substantially concurrently with the Effective Date is paying, Dechert LLP, counsel for the Administrative Agent, for its reasonable and documented fees, charges and disbursements to the extent invoiced on or prior to the Effective Datedisbursements; and (e) pursuant to Section 9.03 of the Credit Agreement, the Administrative Agent shall have received all other reasonable and documented out-of-pocket fees, costs and expenses related to this Agreement owing on the Effective Date.

Conditions Precedent to Incremental Commitment. This Assumption Agreement, and the obligations of the Assuming Increasing Lender to make the Incremental Commitment, shall become effective on and as of the Business Day (the “Effective Date”) occurring on or before January 24, 2013 on which the following conditions precedent have been satisfied (unless a condition shall have been waived in accordance with Section 9.02 of the Credit Agreement):satisfied: (a) the Administrative Agent shall have received counterparts of this Assumption Agreement that, when taken together, bear the signatures of the Borrower, each the Subsidiary GuarantorGuarantors, the Administrative Agent, the Issuing Bank Agent and the Assuming Increasing Lender; (b) on the Effective Datedate hereof, each of the conditions set forth or referred to in Section 2.07(e)(i2.07(f)(i) of the Credit Agreement shall be satisfied, and pursuant to Section 2.07(e)(ii)(x2.07(f)(ii)(x) of the Credit Agreement, Agreement the Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower dated the Effective Date date hereof certifying as to the foregoing; (c) (i) the Assuming Lender shall have received all fees due to the Assuming Lender on the Effective Date pursuant to any outstanding fee letters or commitment letters by and between the Borrower, the Assuming Lender and/or ING, as applicable, including payment of any fees under any fee letters or commitment letters entered into on the Effective Date and (ii) ING, in its capacity as Joint Lead Arranger, shall have received all fees due to it on the Effective Date pursuant to any outstanding fee letters by and between the Borrower and ING, in its capacity as Joint Lead Arranger; (d) the Borrower shall have paid, or substantially concurrently with the Effective Date is paying, Dechert LLP, counsel for the Administrative Agent, for its reasonable and documented fees, charges and disbursements to the extent invoiced on or prior to the Effective Date; and (e) pursuant to Section 9.03 of the Credit Agreement, the Administrative Agent shall have received for the account of the Lenders the amounts, if any, payable under Section 2.14 of the Credit Agreement as a result of the adjustments of Borrowings pursuant to Section 2(c) of this Assumption Agreement; and (d) the Increasing Lender shall have received all other reasonable and documented out-of-pocket fees, costs fees and expenses related to this Assumption Agreement owing on the Effective Datedate hereof, including an up-front fee in an amount equal to 0.45% of the Incremental Commitment, due to the Increasing Lender on the date hereof.

Conditions Precedent to Incremental Commitment. This Assumption Agreement, and the obligations of the Assuming Increasing Lender to make the Incremental Commitment, shall become effective on and as of the Business Day (the “Effective Date”) occurring on or before April 15, 2013 on which the following conditions precedent have been satisfied (unless a condition shall have been waived in accordance with Section 9.02 of the Credit Agreement):satisfied: (a) the Administrative Agent shall have received counterparts of this Assumption Agreement that, when taken together, bear the signatures of the Borrower, each the Subsidiary GuarantorGuarantors, the Administrative Agent, the Issuing Bank Agent and the Assuming Increasing Lender; (b) on the Effective Datedate hereof, each of the conditions set forth or referred to in Section 2.07(e)(i2.07(f)(i) of the Credit Agreement shall be satisfied, and pursuant to Section 2.07(e)(ii)(x2.07(f)(ii)(x) of the Credit Agreement, Agreement the Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower dated the Effective Date date hereof certifying as to the foregoing; (c) (i) the Assuming Lender shall have received all fees due to the Assuming Lender on the Effective Date pursuant to any outstanding fee letters or commitment letters by and between the Borrower, the Assuming Lender and/or ING, as applicable, including payment of any fees under any fee letters or commitment letters entered into on the Effective Date and (ii) ING, in its capacity as Joint Lead Arranger, shall have received all fees due to it on the Effective Date pursuant to any outstanding fee letters by and between the Borrower and ING, in its capacity as Joint Lead Arranger; (d) the Borrower shall have paid, or substantially concurrently with the Effective Date is paying, Dechert LLP, counsel for the Administrative Agent, for its reasonable and documented fees, charges and disbursements to the extent invoiced on or prior to the Effective Date; and (e) pursuant to Section 9.03 of the Credit Agreement, the Administrative Agent shall have received for the account of the Lenders the amounts, if any, payable under Section 2.14 of the Credit Agreement as a result of the adjustments of Borrowings pursuant to Section 2(c) of this Assumption Agreement; and (d) the Increasing Lender shall have received all other reasonable and documented out-of-pocket fees, costs fees and expenses related to this Assumption Agreement owing on the Effective Datedate hereof, including an up-front fee in an amount equal to 0.40% of the Incremental Commitment, due to the Increasing Lender on the date hereof.

Conditions Precedent to Incremental Commitment. This Assumption Agreement, and the obligations of the Assuming each Incremental Lender to make the its Incremental Commitment, shall become effective on and as of the Business Day (the “Increase Effective Date”) occurring on or before January 6, 2015, on which the following conditions precedent have been satisfied (unless a condition shall have been waived in accordance with Section 9.02 of the Credit Agreement):satisfied: (a) the Administrative Agent shall have received counterparts of this Assumption Agreement that, when taken together, bear the signatures of the Borrower, each Subsidiary Guarantor, the Administrative Agent, the Issuing Bank Agent and the Assuming LenderIncremental Lenders; (b) on the Effective Datedate hereof, each of the conditions set forth or referred to in Section 2.07(e)(i2.06(f)(i) of the Credit Agreement shall be satisfied, and pursuant to Section 2.07(e)(ii)(x2.06(f)(ii)(x) of the Credit Agreement, Agreement the Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower dated the Effective Date date hereof certifying as to the foregoing; (c) (i) the Assuming Lender shall have received all fees due to the Assuming Lender on the Effective Date pursuant to any outstanding fee letters or commitment letters by and between the Borrower, the Assuming Lender and/or ING, as applicable, including payment of any fees under any fee letters or commitment letters entered into on the Effective Date and (ii) ING, in its capacity as Joint Lead Arranger, shall have received all fees due to it on the Effective Date pursuant to any outstanding fee letters by and between the Borrower and ING, in its capacity as Joint Lead Arranger; (d) the Borrower shall have paid, or substantially concurrently with the Effective Date is paying, Dechert LLP, counsel for the Administrative Agent, for its reasonable and documented fees, charges and disbursements to the extent invoiced on or prior to the Effective Date; and (e) pursuant to Section 9.03 of the Credit Agreement, the Administrative Agent shall have received for the account of the Lenders the amounts, if any, payable under Section 2.13 of the Credit Agreement as a result of the adjustments of Borrowings pursuant to Section 2(c) of this Assumption Agreement; and (d) each Incremental Lender shall have received all other reasonable and documented out-of-pocket fees, costs fees and expenses related to this Assumption Agreement owing on the Effective Datedate hereof, including any upfront fees due to such Incremental Lender on the date hereof.

Conditions Precedent to Incremental Commitment. This Agreement, and the obligations of the Assuming Increasing Lender to make the Incremental Commitment, shall become effective on and as of the Business Day (the “Effective Date”) on which the following conditions precedent have been satisfied (unless a condition shall have been waived in accordance with Section 9.02 of the Credit Agreement): (a) the Administrative Agent shall have received counterparts of this Agreement that, when taken together, bear the signatures of the Borrower, each Subsidiary Guarantor, the Administrative Agent, the Issuing Bank and the Assuming Increasing Lender; (b) on the Effective Date, each of the conditions set forth or referred to in Section 2.07(e)(i) of the Credit Agreement shall be satisfied, and pursuant to Section 2.07(e)(ii)(x) of the Credit Agreement, the Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower dated the Effective Date certifying as to the foregoing; (c) (i) the Assuming Increasing Lender shall have received all fees due to the Assuming Increasing Lender on the Effective Date pursuant to any outstanding fee letters or commitment letters by and between the Borrower, the Assuming Increasing Lender and/or ING, as applicable, including payment of any fees under any fee letters or commitment letters entered into on the Effective Date Date, and (ii) ING, in its capacity as Joint Lead Arranger, shall have received all fees due to it on the Effective Date pursuant to any outstanding fee letters by and between the Borrower and ING, in its capacity as Joint Lead Arranger; (d) the Administrative Agent shall have received for the account of the Lenders the amounts, if any, payable under Section 2.4 of the Credit Agreement as a result of the adjustments of Borrowings pursuant to Section 2(c) of this Agreement; (e) the Borrower shall have paid, or substantially concurrently with the Increase Effective Date is paying, Dechert LLP, counsel for the Administrative Agent, for its reasonable and documented fees, charges and disbursements to the extent invoiced on or prior to the Effective Date; and (ef) pursuant to Section 9.03 of the Credit Agreement, the Administrative Agent shall have received all other reasonable and documented out-of-pocket fees, costs and expenses related to this Agreement owing on or prior to the Effective Date.

Conditions Precedent to Incremental Commitment. This Assumption Agreement, and the obligations of the Assuming Lender to make the its Incremental Commitment, shall become effective on and as of the Business Day (the “Increase Effective Date”) occurring on or before August 18, 2017, on which the following conditions precedent have been satisfied (unless a condition shall have been waived in accordance with Section 9.02 of the Credit Agreement):satisfied: (a) the Administrative Agent shall have received counterparts of this Assumption Agreement that, when taken together, bear the signatures of the Borrower, each Subsidiary Guarantor, the Administrative Agent, the Issuing Bank Agent and the Assuming Lender; (b) on the Effective Datedate hereof, each of the conditions set forth or referred to in Section 2.07(e)(i2.06(f)(i) of the Credit Agreement shall be satisfied, and pursuant to Section 2.07(e)(ii)(x2.06(f)(ii)(x) of the Credit Agreement, Agreement the Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower dated the Effective Date date hereof certifying as to the foregoing; (c) (i) the Assuming Lender shall have received all fees due to the such Assuming Lender on the Effective Date date hereof pursuant to any outstanding fee letters or commitment letters by and between the Borrower, Borrower and the Assuming Lender and/or INGLender, as applicable, including payment of any fees under any fee letters or commitment letters entered into on the Effective Date and (ii) ING, in its capacity as Joint the Lead Arranger, shall have received all fees due to it on the Effective Date date hereof pursuant to any outstanding fee letters by and between the Borrower and ING, in its capacity as Joint Lead Arranger; (d) the Borrower Administrative Agent shall have paid, or substantially concurrently with the Effective Date is paying, Dechert LLP, counsel received for the Administrative Agentaccount of the Lenders the amounts, for its reasonable and documented feesif any, charges and disbursements payable under Section 2.13 of the Credit Agreement as a result of the adjustments of Borrowings pursuant to the extent invoiced on or prior to the Effective DateSection 2(c) of this Assumption Agreement; and (e) pursuant to Section 9.03 of the Credit Agreement, the Administrative Agent shall have received all other reasonable and documented out-of-of- pocket fees, costs fees and expenses related to this Agreement owing on the Effective Datedate hereof.

Conditions Precedent to Incremental Commitment. This Assumption Agreement, and the obligations of the Assuming Increasing Lender to make the Incremental Commitment, shall become effective on and as of the Business Day (the “Effective Date”) occurring on or before July 8, 2011 on which the following conditions precedent have been satisfied (unless a condition shall have been waived in accordance with Section 9.02 of the Credit Agreement):satisfied: (a) the Administrative Agent shall have received counterparts of this Assumption Agreement that, when taken together, bear the signatures of the Borrower, each the Subsidiary GuarantorGuarantors, the Administrative Agent, the Issuing Bank Agent and the Assuming Increasing Lender; (b) on the Effective Datedate hereof, each of the conditions set forth or referred to in Section 2.07(e)(i2.07(f)(i) of the Credit Agreement shall be satisfied, and pursuant to Section 2.07(e)(ii)(x2.07(f)(ii)(x) of the Credit Agreement, Agreement the Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower dated the Effective Date date hereof certifying as to the foregoing; (c) (i) the Assuming Lender shall have received all fees due to the Assuming Lender on the Effective Date pursuant to any outstanding fee letters or commitment letters by and between the Borrower, the Assuming Lender and/or ING, as applicable, including payment of any fees under any fee letters or commitment letters entered into on the Effective Date and (ii) ING, in its capacity as Joint Lead Arranger, shall have received all fees due to it on the Effective Date pursuant to any outstanding fee letters by and between the Borrower and ING, in its capacity as Joint Lead Arranger; (d) the Borrower shall have paid, or substantially concurrently with the Effective Date is paying, Dechert LLP, counsel for the Administrative Agent, for its reasonable and documented fees, charges and disbursements to the extent invoiced on or prior to the Effective Date; and (e) pursuant to Section 9.03 of the Credit Agreement, the Administrative Agent shall have received for the account of the Lenders the amounts, if any, payable under Section 2.14 of the Credit Agreement as a result of the adjustments of Borrowings pursuant to Section 2(c) of this Assumption Agreement; and (d) the Increasing Lender shall have received all other reasonable and documented out-of-pocket fees, costs fees and expenses related to this Assumption Agreement owing on the Effective Datedate hereof, including an up-front fee in an amount equal to 0.875% of the Increased Commitment, due to the Increasing Lender on the date hereof.

Conditions Precedent to Incremental Commitment. This Agreement, and the obligations Incremental Commitment of the Assuming Lender to make the Incremental CommitmentIncreasing Lender, shall become effective on and as of the Business Day (the “Effective Date”) occurring on which the following conditions precedent have been satisfied (unless a condition shall have been waived in accordance with Section 9.02 of the Credit Agreement):satisfied: (a) the Administrative Agent shall have received counterparts of this Agreement that, when taken together, bear the signatures of the Borrower, each the Subsidiary GuarantorGuarantors, the Administrative Agent, the Issuing Bank Agent and the Assuming each Increasing Lender; (b) on the Effective Date, each of the conditions set forth or referred to in Section 2.07(e)(i2.06(f)(i) of the Credit Agreement shall be satisfied, and pursuant to Section 2.07(e)(ii)(x2.06(f)(ii)(x) of the Credit Agreement, the Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower dated the Effective Date certifying as to the foregoing; (c) (i) the Assuming Lender Administrative Agent shall have received all fees due to the Assuming Lender Administrative Agent on the Effective Date pursuant to any outstanding fee letters or commitment letters by and between the Borrower, the Assuming Lender and/or ING, as applicable, including payment of any fees under any fee letters or commitment letters entered into on the Effective Date and (ii) ING, in its capacity as Joint Lead Arranger, shall have received all fees due to it on the Effective Date date hereof pursuant to any outstanding fee letters by and between the Borrower and ING, in its capacity as Joint Lead Arrangerthe Administrative Agent; (d) the Borrower Increasing Lender shall have paid, or substantially concurrently with received all fees due to it on the Effective Date is paying, Dechert LLP, counsel date hereof; (e) the Administrative Agent shall have received for the Administrative Agentaccount of the Lenders the amounts, for its reasonable and documented feesif any, charges and disbursements payable under Section 2.13 of the Credit Agreement as a result of the adjustments of Borrowings pursuant to the extent invoiced on or prior to the Effective DateSection 2(c) of this Agreement; and (ef) pursuant to Section 9.03 of the Credit Agreement, the Administrative Agent shall have received all other reasonable and documented out-of-pocket fees, costs fees and expenses related to this Agreement owing on the Effective Date.

Conditions Precedent to Incremental Commitment. This Agreement, and the obligations of the Assuming each Increasing Lender to make the its Incremental Commitment, shall become effective on and as of the Business Day (the “Effective Date”) on which the following conditions precedent have been satisfied (unless a condition shall have been waived in accordance with Section 9.02 of the Credit Agreement): (a) the Administrative Agent shall have received counterparts of this Agreement that, when taken together, bear the signatures of the Borrower, each Subsidiary Guarantor, the Administrative Agent, the Issuing Bank and the Assuming each Increasing Lender; (b) on the Effective Date, each of the conditions set forth or referred to in Section 2.07(e)(i2.07(f)(i) of the Credit Agreement shall be satisfied, and pursuant to Section 2.07(e)(ii)(x2.07(f)(ii)(x) of the Credit Agreement, the Administrative Agent shall have received a certificate of a duly authorized officer Financial Officer of the Borrower dated the Effective Date certifying as to the foregoing; (c) (i) the Assuming each Increasing Lender shall have received all fees due to the Assuming such Increasing Lender on the Effective Date pursuant to any outstanding fee letters or commitment letters by and between the Borrower, the Assuming such Increasing Lender and/or ING, as applicable, including payment of any fees under any fee letters or commitment letters entered into on the Effective Date Date, and (ii) ING, in its capacity as Joint Lead Arranger, shall have received all fees due to it on the Effective Date pursuant to any outstanding fee letters by and between the Borrower and ING, in its capacity as Joint Lead Arranger; (d) the Borrower shall have paid, or substantially concurrently with the Effective Date is paying, Dechert LLP, counsel for the Administrative Agent, for its reasonable and documented fees, charges and disbursements to the extent invoiced on or prior to the Effective Date; and (e) pursuant to Section 9.03 of the Credit Agreement, the Administrative Agent shall have received for the account of the Lenders the amounts, if any, payable under Section 2.13 of the Credit Agreement as a result of the adjustments of Borrowings pursuant to Section 2(c) of this Agreement; (e) the Administrative Agent and the Lenders shall have received all other reasonable and documented out-of-pocket fees, costs fees (if any) and expenses (including reasonable legal fees to the extent invoiced) related to this Agreement and the Credit Agreement owing on as of the Effective Datedate hereof.

Conditions Precedent to Incremental Commitment. This Assumption Agreement, and the obligations of the Assuming Lender to make the Incremental Commitment, shall become effective on and as of the Business Day (the “Effective Date”) occurring on or before February 10, 2012 on which the following conditions precedent have been satisfied (unless a condition shall have been waived in accordance with Section 9.02 of the Credit Agreement):satisfied: (a) the Administrative Agent shall have received counterparts of this Assumption Agreement that, when taken together, bear the signatures of the Borrower, each the Subsidiary Guarantor, the Administrative Agent, the Issuing Bank Agent and the Assuming Lender; (b) on the Effective Datedate hereof, each of the conditions set forth or referred to in Section 2.07(e)(i2.06(f)(i) of the Credit Agreement shall be satisfied, and pursuant to Section 2.07(e)(ii)(x2.06(f)(ii)(x) of the Credit Agreement, the Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower dated the Effective Date date hereof certifying as to the foregoing; (c) the Administrative Agent shall have received for the account of the Lenders the amounts, if any, payable under Section 2.13 of the Credit Agreement as a result of the adjustments of Borrowings pursuant to Section 2(c) of this Assumption Agreement; (id) the Assuming Lender shall have received all fees an up-front fee in the amount of $112,500, due to the Assuming Lender on the Effective Date pursuant to any outstanding fee letters or commitment letters by and between the Borrower, the Assuming Lender and/or ING, as applicable, including payment of any fees under any fee letters or commitment letters entered into on the Effective Date and (ii) ING, in its capacity as Joint Lead Arranger, shall have received all fees due to it on the Effective Date pursuant to any outstanding fee letters by and between the Borrower and ING, in its capacity as Joint Lead Arranger; (d) the Borrower shall have paid, or substantially concurrently with the Effective Date is paying, Dechert LLP, counsel for the Administrative Agent, for its reasonable and documented fees, charges and disbursements to the extent invoiced on or prior to the Effective Datedate hereof; and (e) pursuant to Section 9.03 of the Credit Agreement, the Administrative Agent shall have received all other reasonable and documented out-of-pocket fees, costs fees and expenses related to this Assumption Agreement owing on the Effective Datedate hereof.

Conditions Precedent to Incremental Commitment. This Assumption Agreement, and the obligations of the Assuming Lender to make the Incremental Commitment, shall become effective on and as of the Business Day (the “Effective Date”) occurring on or before March 30, 2012 on which the following conditions precedent have been satisfied (unless a condition shall have been waived in accordance with Section 9.02 of the Credit Agreement):satisfied: (a) the Administrative Agent shall have received counterparts of this Assumption Agreement that, when taken together, bear the signatures of the Borrower, each the Subsidiary Guarantor, the Administrative Agent, the Issuing Bank Agent and the Assuming Lender; (b) on the Effective Datedate hereof, each of the conditions set forth or referred to in Section 2.07(e)(i2.06(f)(i) of the Credit Agreement shall be satisfied, and pursuant to Section 2.07(e)(ii)(x2.06(f)(ii)(x) of the Credit Agreement, the Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower dated the Effective Date date hereof certifying as to the foregoing; (c) the Administrative Agent shall have received for the account of the Lenders the amounts, if any, payable under Section 2.13 of the Credit Agreement as a result of the adjustments of Borrowings pursuant to Section 2(c) of this Assumption Agreement; (id) the Assuming Lender shall have received all fees an up-front fee in the amount of $112,500, due to the Assuming Lender on the Effective Date pursuant to any outstanding fee letters or commitment letters by and between the Borrower, the Assuming Lender and/or ING, as applicable, including payment of any fees under any fee letters or commitment letters entered into on the Effective Date and (ii) ING, in its capacity as Joint Lead Arranger, shall have received all fees due to it on the Effective Date pursuant to any outstanding fee letters by and between the Borrower and ING, in its capacity as Joint Lead Arranger; (d) the Borrower shall have paid, or substantially concurrently with the Effective Date is paying, Dechert LLP, counsel for the Administrative Agent, for its reasonable and documented fees, charges and disbursements to the extent invoiced on or prior to the Effective Datedate hereof; and (e) pursuant to Section 9.03 of the Credit Agreement, the Administrative Agent shall have received all other reasonable and documented out-of-pocket fees, costs fees and expenses related to this Assumption Agreement owing on the Effective Datedate hereof.

Conditions Precedent to Incremental Commitment. This Agreement, and the obligations of the each Increasing Lender and Assuming Lender to make the its Incremental Commitment, shall become effective on and as of the Business Day (the “Effective Date”) on which the following conditions precedent have been satisfied (unless a condition shall have been waived in accordance with Section 9.02 of the Credit Agreement): (a) the Administrative Agent shall have received counterparts of this Agreement that, when taken together, bear the signatures of the Borrower, each Subsidiary Guarantor, the Administrative Agent, the Issuing Bank Bank, each Increasing Lender and the each Assuming Lender; (b) on the Effective Date, each of the conditions set forth or referred to in Section 2.07(e)(i2.07(f)(i) of the Credit Agreement shall be satisfied, and pursuant to Section 2.07(e)(ii)(x2.07(f)(ii)(x) of the Credit Agreement, the Administrative Agent shall have received a certificate of a duly authorized officer Financial Officer of the Borrower dated the Effective Date certifying as to the foregoing; (c) (i) the each Increasing Lender and each Assuming Lender shall have received all fees due to the such Increasing Lender or Assuming Lender on the Effective Date pursuant to any outstanding fee letters or commitment letters by and between the Borrower, the such Increasing Lender, such Assuming Lender and/or ING, as applicable, including payment of any fees under any fee letters or commitment letters entered into on the Effective Date Date, and (ii) ING, in its capacity as Joint Lead Arranger, shall have received all fees due to it on the Effective Date pursuant to any outstanding fee letters by and between the Borrower and ING, in its capacity as Joint Lead Arranger; (d) the Borrower shall have paid, or substantially concurrently with the Effective Date is paying, Dechert LLP, counsel for the Administrative Agent, for its reasonable and documented fees, charges and disbursements to the extent invoiced on or prior to the Effective Date; and (e) pursuant to Section 9.03 of the Credit Agreement, the Administrative Agent shall have received for the account of the Lenders the amounts, if any, payable under Section 2.13 of the Credit Agreement as a result of the adjustments of Borrowings pursuant to Section 2(c) of this Agreement; (e) the Administrative Agent and the Lenders shall have received all other reasonable and documented out-of-pocket fees, costs fees (if any) and expenses (including reasonable legal fees to the extent invoiced) related to this Agreement and the Credit Agreement owing on as of the Effective Datedate hereof.

Conditions Precedent to Incremental Commitment. This Assumption Agreement, and the obligations of the Assuming Lender to make the Incremental Commitment, shall become effective on and as of the Business Day (the “Effective Date”) occurring on or before September 25, 2012 on which the following conditions precedent have been satisfied (unless a condition shall have been waived in accordance with Section 9.02 of the Credit Agreement):satisfied: (a) the Administrative Agent shall have received counterparts of this Assumption Agreement that, when taken together, bear the signatures of the Borrower, each the Subsidiary Guarantor, the Administrative Agent, the Issuing Bank Agent and the Assuming Lender; (b) on the Effective Datedate hereof, each of the conditions set forth or referred to in Section 2.07(e)(i2.06(f)(i) of the Credit Agreement shall be satisfied, and pursuant to Section 2.07(e)(ii)(x2.06(f)(ii)(x) of the Credit Agreement, the Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower dated the Effective Date date hereof certifying as to the foregoing; (c) the Administrative Agent shall have received for the account of the Lenders the amounts, if any, payable under Section 2.13 of the Credit Agreement as a result of the adjustments of Borrowings pursuant to Section 2(c) of this Assumption Agreement; (id) the Assuming Lender shall have received all fees an up-front fee in the amount of $37,500, due to the Assuming Lender on the Effective Date pursuant to any outstanding fee letters or commitment letters by and between the Borrower, the Assuming Lender and/or ING, as applicable, including payment of any fees under any fee letters or commitment letters entered into on the Effective Date and (ii) ING, in its capacity as Joint Lead Arranger, shall have received all fees due to it on the Effective Date pursuant to any outstanding fee letters by and between the Borrower and ING, in its capacity as Joint Lead Arranger; (d) the Borrower shall have paid, or substantially concurrently with the Effective Date is paying, Dechert LLP, counsel for the Administrative Agent, for its reasonable and documented fees, charges and disbursements to the extent invoiced on or prior to the Effective Datedate hereof; and (e) pursuant to Section 9.03 of the Credit Agreement, the Administrative Agent shall have received all other reasonable and documented out-of-pocket fees, costs fees and expenses related to this Assumption Agreement owing on the Effective Datedate hereof.

Conditions Precedent to Incremental Commitment. This Agreement, and the obligations Incremental Commitment of the Assuming Lender to make the each Incremental CommitmentLender, shall become effective on and as of the Business Day (the “Effective Date”) occurring on which the following conditions precedent have been satisfied (unless a condition shall have been waived in accordance with Section 9.02 of the Credit Agreement): (a) the Administrative Agent shall have received counterparts of this Agreement that, when taken together, bear the signatures of the Borrower, each Subsidiary Guarantorthe Issuing Bank, the Administrative Agent, the Issuing Bank Agent and the Assuming LenderIncremental Lenders; (b) on the Effective Date, each of the conditions set forth or referred to in Section 2.07(e)(i2.06(f)(i) of the Credit Agreement shall be satisfied, and pursuant to Section 2.07(e)(ii)(x2.06(f)(ii)(x) of the Credit Agreement, the Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower dated the Effective Date certifying as to the foregoing; (c) (i) the Assuming Lender Administrative Agent shall have received (or shall concurrently receive) for the account of the Dollar Lenders and/or the Multicurrency Lenders the amounts, if any, payable under Section 2.13 of the Credit Agreement as a result of the adjustments of Borrowings pursuant to Section 2(c) of this Agreement, which amounts may be paid or netted from the proceeds of a Borrowing of the Loans on the Effective Date; (d) the Administrative Agent, for the benefit of each Incremental Lender, shall have received (or shall concurrently receive) all fees due and owing to the Assuming such Incremental Lender on the Effective Date pursuant Date, including any up-front fees due to any outstanding fee letters or commitment letters by and between the Borrower, the Assuming Incremental Lender and/or ING, as applicable, including payment of any fees under any fee letters or commitment letters entered into on the Effective Date and (ii) INGDate, in its capacity as Joint Lead Arranger, shall have received all which fees due to it may be paid or netted from the proceeds of a Borrowing of the Loans on the Effective Date pursuant to any outstanding fee letters by and between the Borrower and ING, in its capacity as Joint Lead ArrangerDate; (de) the Borrower shall have paid, or substantially concurrently with the Effective Date is paying, Dechert Fxxxx, Fxxxx, Hxxxxx, Sxxxxxx & Jxxxxxxx LLP, counsel for the Administrative Agent, for its reasonable and documented fees, charges and disbursements related to this Agreement invoiced at least one (1) Business Day prior to the extent invoiced Effective Date, which fees, charges and disbursements may be paid or netted from the proceeds of a Borrowing of the Loans on or prior to the Effective Date; and (ef) pursuant to and to the extent required under Section 9.03 of the Credit Agreement, the Administrative Agent shall have received all other reasonable and documented out-of-pocket fees, costs fees and expenses related to this Agreement due and owing on the Effective Date, which fees and expenses may be paid or netted from the proceeds of a Borrowing of the Loans on the Effective Date.

Conditions Precedent to Incremental Commitment. This Assumption Agreement, and the obligations of the Assuming Increasing Lender to make the its Incremental Commitment, shall become effective on and as of the Business Day (the “Increase Effective Date”) occurring on or before December 10, 2020, on which the following conditions precedent have been satisfied (unless a condition shall have been waived in accordance with Section 9.02 of the Credit Agreement):satisfied: (a) the Administrative Agent shall have received counterparts of this Assumption Agreement that, when taken together, bear the signatures of the Borrower, each the Subsidiary GuarantorGuarantors, the Administrative Agent, the Issuing Bank and the Assuming Increasing Lender; (b) on the Effective Datedate hereof, unless otherwise waived pursuant to Section 9.02 of the Credit Agreement, each of the conditions set forth or referred to in Section 2.07(e)(i2.07(f)(i) of the Credit Agreement shall be satisfied, and pursuant to Section 2.07(e)(ii)(x2.07(f)(ii)(x) of the Credit Agreement, Agreement the Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower dated the Effective Date date hereof certifying as to the foregoing; (c) (i) the Assuming Increasing Lender shall have received all fees due to the Assuming Increasing Lender on or prior to the Effective Date date hereof pursuant to any outstanding fee letters or commitment letters by and between the BorrowerBorrower and the Increasing Lender, the Assuming Lender and/or ING, as applicable, including payment of any fees under any fee letters or commitment letters entered into on the Effective Date and (ii) ING, in its capacity as Joint the Lead Arranger, shall have received all fees due to it on or prior to the Effective Date date hereof pursuant to any outstanding fee letters by and between the Borrower and ING, in its capacity as Joint Lead Arranger; (d) the Administrative Agent shall have received for the account of the Lenders the amounts, if any, payable under Section 2.14 of the Credit Agreement as a result of the adjustments of Borrowings pursuant to Section 2(c) of this Assumption Agreement; (e) the Borrower shall have paid, or substantially concurrently with the Increase Effective Date is paying, Dechert LLP, counsel for the Administrative Agent, for its reasonable and documented fees, charges and disbursements to the extent invoiced on or prior to the Effective Datedisbursements; and (ef) pursuant to Section 9.03 of the Credit Agreement, the Administrative Agent shall have received all other reasonable and documented out-of-pocket fees, costs and expenses related to this Assumption Agreement owing on or prior to the Effective Datedate hereof.

Conditions Precedent to Incremental Commitment. This Assumption Agreement, and the obligations of the Assuming Lender to make the its Incremental Commitment, shall become effective on and as of the Business Day (the “Increase Effective Date”) occurring on or before March 19, 2020, on which the following conditions precedent have been satisfied (unless a condition shall have been waived in accordance with Section 9.02 of the Credit Agreement):satisfied: (a) the Administrative Agent shall have received counterparts of this Assumption Agreement that, when taken together, bear the signatures of the Borrower, each Subsidiary Guarantor, the Administrative Agent, the Issuing Bank and the Assuming Lender; (b) on the Effective Datedate hereof, unless otherwise waived pursuant to Section 9.02 of the Credit Agreement, each of the conditions set forth or referred to in Section 2.07(e)(i2.07(f)(i) of the Credit Agreement shall be satisfied, and pursuant to Section 2.07(e)(ii)(x2.07(f)(ii)(x) of the Credit Agreement, Agreement the Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower dated the Effective Date date hereof certifying as to the foregoing; (c) (i) the Assuming Lender shall have received all fees due to the such Assuming Lender on the Effective Date date hereof pursuant to any outstanding fee letters or commitment letters by and between the Borrower, Borrower and the Assuming Lender and/or INGLender, as applicable, including payment of any fees under any fee letters or commitment letters entered into on the Effective Date and (ii) ING, in its capacity as Joint the Lead Arranger, shall have received all fees due to it on the Effective Date date hereof pursuant to any outstanding fee letters by and between the Borrower and ING, in its capacity as Joint Lead Arranger; (d) the Borrower Administrative Agent shall have paid, or substantially concurrently with the Effective Date is paying, Dechert LLP, counsel received for the Administrative Agentaccount of the Lenders the amounts, for its reasonable and documented feesif any, charges and disbursements payable under Section 2.14 of the Credit Agreement as a result of the adjustments of Borrowings pursuant to the extent invoiced on or prior to the Effective DateSection 2(c) of this Assumption Agreement; and (e) pursuant to Section 9.03 of the Credit Agreement, the Administrative Agent shall have received all other reasonable and documented out-of-pocket fees, costs fees and expenses related to this Assumption Agreement owing on the Effective Datedate hereof.

Conditions Precedent to Incremental Commitment. This Assumption Agreement, and the obligations of the Assuming [Increasing][Assuming] Lender to make the Incremental Commitment, shall become effective on and as of the Business Day (the “Effective Date”) occurring on or before [ ] on which the following conditions precedent have been satisfied (unless a condition shall have been waived in accordance with Section 9.02 of the Credit Agreement):satisfied: (a) the Administrative Agent shall have received counterparts of this Assumption Agreement that, when taken together, bear the signatures of the Borrower, each the Subsidiary GuarantorGuarantors, the Administrative Agent, the Issuing Bank Agent and the Assuming Lender; (b) on the Effective Datedate hereof, each of the conditions set forth or referred to in Section 2.07(e)(i2.07(f)(i) of the Credit Agreement shall be satisfied, and pursuant to Section 2.07(e)(ii)(x2.07(f)(ii)(x) of the Credit Agreement, Agreement the Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower dated the Effective Date date hereof certifying as to the foregoing; (c) (i) the Assuming Lender shall have received all fees due to the Assuming Lender on the Effective Date pursuant to any outstanding fee letters or commitment letters by and between the Borrower, the Assuming Lender and/or ING, as applicable, including payment of any fees under any fee letters or commitment letters entered into on the Effective Date and (ii) ING, in its capacity as Joint Lead Arranger, shall have received all fees due to it on the Effective Date pursuant to any outstanding fee letters by and between the Borrower and ING, in its capacity as Joint Lead Arranger; (d) the Borrower shall have paid, or substantially concurrently with the Effective Date is paying, Dechert LLP, counsel for the Administrative Agent, for its reasonable and documented fees, charges and disbursements to the extent invoiced on or prior to the Effective Date; and (e) pursuant to Section 9.03 of the Credit Agreement, the Administrative Agent shall have received for the account of the Lenders the amounts, if any, payable under Section 2.14 of the Credit Agreement as a result of the adjustments of Borrowings pursuant to Section 2(c) of this Assumption Agreement; and (d) the [Increasing][Assuming] Lender shall have received all other reasonable and documented out-of-pocket fees, costs fees and expenses related to this Assumption Agreement owing on the Effective Datedate hereof, including an up-front fee in an amount equal to [ ]% of the Incremental Commitment, due to the [Increasing][Assuming] Lender on the date hereof.

Conditions Precedent to Incremental Commitment. This Assumption Agreement, and the obligations of the Assuming Increasing Lender to make the Incremental Commitment, shall become effective on and as of the Business Day (the “Effective Date”) occurring on or before January 31, 2012 on which the following conditions precedent have been satisfied (unless a condition shall have been waived in accordance with Section 9.02 of the Credit Agreement):satisfied: (a) the Administrative Agent shall have received counterparts of this Assumption Agreement that, when taken together, bear the signatures of the Borrower, each the Subsidiary Guarantor, the Administrative Agent, the Issuing Bank Agent and the Assuming Increasing Lender; (b) on the Effective Datedate hereof, each of the conditions set forth or referred to in Section 2.07(e)(i2.06(f)(i) of the Credit Agreement shall be satisfied, and pursuant to Section 2.07(e)(ii)(x2.06(f)(ii)(x) of the Credit Agreement, the Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower dated the Effective Date date hereof certifying as to the foregoing; (c) (i) the Assuming Lender shall have received all fees due to the Assuming Lender on the Effective Date pursuant to any outstanding fee letters or commitment letters by and between the Borrower, the Assuming Lender and/or ING, as applicable, including payment of any fees under any fee letters or commitment letters entered into on the Effective Date and (ii) ING, in its capacity as Joint Lead Arranger, shall have received all fees due to it on the Effective Date pursuant to any outstanding fee letters by and between the Borrower and ING, in its capacity as Joint Lead Arranger; (d) the Borrower shall have paid, or substantially concurrently with the Effective Date is paying, Dechert LLP, counsel for the Administrative Agent, for its reasonable and documented fees, charges and disbursements to the extent invoiced on or prior to the Effective Date; and (e) pursuant to Section 9.03 of the Credit Agreement, the Administrative Agent shall have received for the account of the Lenders the amounts, if any, payable under Section 2.13 of the Credit Agreement as a result of the adjustments of Borrowings pursuant to Section 2(c) of this Assumption Agreement; and (d) the Increasing Lender and the Administrative Agent, as applicable, shall have received all other reasonable and documented out-of-pocket fees, costs fees and expenses related to this Assumption Agreement owing and the other Commitment Increases occurring on the Effective Datedate hereof owing to them on the date hereof, including (i) an up-front fee in the amount of $50,000, and (ii) an arranger fee in an amount of $100,000, as contemplated by the Fee Letter, dated as of June 27, 2011, between the Increasing Lender and the Borrower, in each case due to the Increasing Lender on the date hereof.