Common use of Increase in Commitment Clause in Contracts

Increase in Commitment. At any time prior to May 1, 2015, Borrower may, at its option and subject to the conditions set forth below in this §2.8, request up to three (3) times that Agent increase the aggregate Commitments by (i) admitting additional Lenders hereunder (each a “Subsequent Lender”) and/or (ii) increasing the Commitment of any Lender (each an “Increasing Lender”) subject to the following conditions: (a) each Subsequent Lender shall meet the conditions for an Eligible Assignee; (b) if requested by the applicable Lender, Borrower executes new Notes payable to the order of each Subsequent Lender, or a new or replacement Note payable to the order of each Increasing Lender; (c) each Subsequent Lender executes and delivers to Agent a signature page to this Agreement evidencing its agreement to be bound as a Lender hereunder and each Increasing Lender executes and delivers to Agent an acknowledgement of its increased Commitment; (d) Borrower and Agent shall have executed new Security Documents and/or modifications of the Security Documents and other Loan Documents to reflect the increase in the Commitments and Borrower shall have paid to Agent any and all documentary stamp tax, non-recurring intangible tax or other taxes imposed in connection with the recording of such modifications of the Security Documents or increase in the Commitment amount and Agent shall be provided with evidence satisfactory to it that all Liens in favor of Agent are and remain first priority Liens; (e) after giving effect to the admission of any Subsequent Lender or the increase in the Commitment of any Increasing Lender, the sum of all Commitments does not exceed $200,000,000; (f) each increase in the total Commitments shall be in the amount of at least $10,000,000; (g) all of the representations and warranties of Borrower and Guarantors in the Loan Documents shall be true and correct in all material respects as of the effective date of the increase in the total Commitment (or if such representations and warranties by their terms relate solely to an earlier date, then as of such earlier date); (h) no Default or Event of Default exists or would result therefrom; (i) no Lender, including, but not limited to KeyBank, shall be an Increasing Lender without the written consent of such Lender; 6231593.9\0334186 (j) Borrower shall have delivered to Agent a Compliance Certificate setting forth in reasonable detail computations evidencing compliance, on a proforma basis giving effect to the Commitment increase, with the covenants contained in §9; and (k) Borrower shall have executed such other modifications and documents and made such other deliveries as Agent may reasonably require to evidence and effectuate such new or increased Commitments and shall pay or reimburse Agent and Agent’s Special Counsel for all reasonable fees (including any fees specified in the Agreement Regarding Fees), expenses and costs in connection with the foregoing and Borrower shall also pay such Loan fees and placement fees, if any, as may be agreed for such increase in the Commitments. After adding the Commitment of any Increasing Lender or Subsequent Lender, Agent shall promptly provide each Lender and Borrower with a new Schedule 1.1 to this Agreement (and each Lender acknowledges that its Commitment Percentage under Schedule 1.1 and allocated portion of the Outstanding Loans will change in accordance with its pro rata share of the increased Term Commitments.) Unless and until the total Commitments have been increased in accordance with this §2.8, Borrower shall not be permitted any disbursement beyond the amount of the Commitments in effect immediately prior to such proposed increase.

Increase in Commitment. At any time prior to May 1, 2015, Borrower (a) The Company may, at its option any time after the Restatement Effective Date and before the Termination Date, seek to (i) increase the Commitments (any such increase, a “Commitment Increase”) or (ii) establish one or more new term loan commitments (“Term Loan Commitments” and, together with any Commitment Increase, the “Incremental Commitments”) of an existing tranche of term loans or a separate tranche of new term loans (any such term loans, the “Incremental Term Loans”) upon written notice to the Administrative Agent; provided that, subject to the conditions calculation adjustments set forth below in this §2.8Section 1.3 with respect to any Incremental Term Loans being incurred in connection with a Limited Condition Transaction, request up to three (3) times that Agent increase the aggregate principal amount of all Incremental Commitments by shall not exceed the greater of (x) $500,000,000 and (y) such other amount such that after giving pro forma effect to the incurrence of such Incremental Commitments and the use of proceeds thereof (assuming that all amounts thereunder are drawn in full but without netting any of the proceeds thereof) the Total Debt to EBITDA Ratio would not exceed 3.50 to 1.00. (b) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) admitting additional Lenders hereunder the amount of such Commitment Increase (each a “Subsequent Lender”which shall not be less than $10,000,000 or, if less, the maximum amount of Incremental Commitments remaining to be established hereunder) and/or sought by the Company, (ii) increasing the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its sole discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its sole discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Eligible Assignees reasonably acceptable to each of the Administrative Agent, each Issuing Lender, the Swing Line Lender and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments. (c) Any such notice delivered to the Administrative Agent in connection with Term Loan Commitments shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Term Loan Commitments (which shall not be less than $25,000,000 or, if less, the maximum amount of Incremental Commitments remaining to be established hereunder) sought by the Company, (ii) the Increased Amount Date, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its sole discretion) and (iii) the identity of each Incremental Lender. Each Incremental Lender, if not already a Lender hereunder, shall be an Eligible Assignee and reasonably acceptable to the Administrative Agent and no Lender shall be required to participate in any Incremental Term Loans. On or after such Increased Amount Date, the Company, the Administrative Agent and one or more Incremental Lenders may, and without the consent of any other Lender, amend this Agreement pursuant to an amendment agreement (an “Incremental Term Loan Amendment”) setting forth, to the extent applicable, the following terms of such Incremental Term Loans: (A) whether such Incremental Term Loans will be part of an existing tranche of Incremental Term Loans or part of a new and separate tranche, (B) the maturity or termination date applicable to the Incremental Term Loans or Term Loan Commitments of such tranche, (C) any amortization applicable to the Incremental Term Loans of such tranche, (D) the interest rate or rates applicable to the Incremental Term Loans of such tranche, (E) the fees applicable to the Incremental Term Loans or Term Loan Commitments of such tranche, (F) any original issue discount applicable to Incremental Term Loans or Term Loan Commitments of such tranche, (G) the initial Interest Period or Interest Periods applicable to Incremental Term Loans or Term Loan Commitments of such tranche and (H) any voluntary or mandatory prepayment requirements or Term Loan Commitment reductions applicable to Incremental Term Loans or Term Loan Commitments of such tranche and any restrictions on the voluntary or mandatory prepayment or reduction of Incremental Term Loans or Term Loan Commitments of tranches established after such tranche (it being understood that any such mandatory prepayments may be applied to Term Loans prior to being applied to any Revolving Loans), and implementing such additional amendments to this Agreement as shall be appropriate to give effect to the foregoing terms and to provide the rights and benefits of this Agreement and other Loan Documents to the Incremental Term Loans of such tranche, and such amendment will be effective to amend this Agreement and the other Loan Documents on the terms set forth therein without the consent of any other Lender or the Swing Line Lender. Except as contemplated by the preceding sentence, the terms of any Incremental Term Loans established under this Section shall be the same as those of the Incremental Term Loans existing at the time such new Incremental Term Loans were made. Notwithstanding the foregoing, (1) except as provided in clauses (A) through (H) above, no Incremental Term Loan Amendment shall alter the rights of any Lender (other than the Incremental Lenders) in a manner that would not be permitted under Section 15.1 without the consent of such Lender unless such consent shall have been obtained and (2) no Incremental Term Loans shall (A) have a maturity date earlier than the Latest Maturity Date without the prior written consent of Lenders holding a majority of the principal amount of the Commitments or the Incremental Term Loans of any tranche maturing prior to such date, (B) have scheduled amortization of more than 5% of the original principal amount of such Incremental Term Loan per annum or (C) have mandatory prepayment terms other than customary mandatory prepayments from proceeds of assets sales and casualty events (with customary reinvestment rights), the incurrence of Debt not otherwise permitted hereunder and annual excess cash flow. The Administrative Agent shall promptly notify each an “Increasing Lender”) subject Lender as to the following conditions: (a) each Subsequent Lender shall meet the conditions for an Eligible Assignee; (b) if requested by the applicable Lender, Borrower executes new Notes payable to the order effectiveness of each Subsequent Lender, or a new or replacement Note payable to the order of each Increasing Lender; (c) each Subsequent Lender executes and delivers to Agent a signature page to this Agreement evidencing its agreement to be bound as a Lender hereunder and each Increasing Lender executes and delivers to Agent an acknowledgement of its increased Commitment;Incremental Term Loan Amendment. (d) Borrower Notwithstanding the foregoing, no Incremental Commitments or Incremental Term Loans shall be made or established, and Agent no Incremental Term Loan Amendment shall have executed new Security Documents and/or modifications become effective, unless (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Commitments or Incremental Term Loans (except in the case that the proceeds of any Incremental Term Loans are being used to finance a Limited Condition Transaction, in which case the standard will be no Event of Default or Unmatured Event of Default on the LCT Test Date and no Event of Default under Sections 13.1(a) or 13.1(c) at the time of the Security Documents consummation of such Limited Condition Transaction); (ii) all other fees and expenses owing in respect of such increase to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 (giving effect, if applicable, to the provisos thereto) as of the last day of the most recently ended Fiscal Quarter (or, in the case that the proceeds of any Incremental Term Loan are being used to finance a Limited Condition Transaction, as of the last day of the most recently ended Fiscal Quarter prior to the applicable LCT Test Date) after giving effect to such Commitment Increase or Incremental Term Loans and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant determination period but prior to or simultaneous with the borrowing of such Incremental Commitments or Incremental Term Loans, as the case may be, and provided that for purposes of calculating the Total Debt to EBITDA Ratio, any Commitment Increases that are drawn substantially simultaneous with the effectiveness of such Commitment Increase shall be given pro forma effect; and (iv) the Company shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction. (e) Upon the making of any Incremental Term Loan Documents or the effectiveness of any Incremental Commitment of any Incremental Lender that is not already a Lender pursuant to this Section, such Incremental Lender shall be deemed to be a “Lender” (and a Lender in respect of Loans of the applicable facility or tranche) hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (or Lenders in respect of the applicable facility or tranche) hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of the applicable facility or tranche) hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and Borrower shall have paid to Agent any and all documentary stamp tax, non-recurring intangible tax or other taxes imposed in connection with the recording extensions of such modifications of the Security Documents or increase in the credit made pursuant thereto. Each Commitment amount and Agent Increase shall be provided with evidence satisfactory deemed for all purposes a Commitment and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan. The Administrative Agent may elect or decline to it that all Liens in favor of Agent are and remain first priority Liens; (e) after giving effect to the admission of any Subsequent Lender or arrange the increase in Commitment sought by the Commitment of Company but is under no obligation to arrange or consummate any Increasing Lender, the sum of all Commitments does not exceed $200,000,000; (f) each increase in the total Commitments shall be in the amount of at least $10,000,000; (g) all of the representations and warranties of Borrower and Guarantors in the Loan Documents shall be true and correct in all material respects as of the effective date of the increase in the total Commitment (or if such representations and warranties by their terms relate solely to an earlier date, then as of such earlier date); (h) no Default or Event of Default exists or would result therefrom; (i) no Lender, including, but not limited to KeyBank, shall be an Increasing Lender without the written consent of such Lender; 6231593.9\0334186 (j) Borrower shall have delivered to Agent a Compliance Certificate setting forth in reasonable detail computations evidencing compliance, on a proforma basis giving effect to the Commitment increase, . The Company will cooperate with the covenants contained Administrative Agent in §9; and (k) Borrower shall have executed such other modifications and documents and made such other deliveries as Agent may reasonably require to evidence and effectuate such new or increased Commitments and shall pay or reimburse Agent and Agent’s Special Counsel for all reasonable fees (including any fees specified in the Agreement Regarding Fees), expenses and costs in connection with the foregoing and Borrower shall also pay such Loan fees and placement fees, if any, as may be agreed for such increase in the Commitments. After adding the Commitment of any Increasing Lender or Subsequent Lender, Agent shall promptly provide each Lender and Borrower with a new Schedule 1.1 to this Agreement (and each Lender acknowledges that its Commitment Percentage under Schedule 1.1 and allocated portion of the Outstanding Loans will change in accordance with its pro rata share of the increased Term Commitmentsefforts.) Unless and until the total Commitments have been increased in accordance with this §2.8, Borrower shall not be permitted any disbursement beyond the amount of the Commitments in effect immediately prior to such proposed increase.

Increase in Commitment. (i) At any time prior during the Commitment Increase Period, the Borrower may request by written notice to May 1the Administrative Agent (A) an increase to the Revolving Amount, 2015, Borrower may, at its option and (B) to add an additional term loan facility to this Agreement (the “Additional Term Loan Facility”) (which Additional Term Loan Facility shall be subject to the conditions set forth below in this §2.8, request up subsection (c) below) or (C) to three (3) times that Agent increase the aggregate Commitments by principal amount of the Term Loan made on the Closing Date (i) admitting additional Lenders hereunder (each a “Subsequent LenderTerm Loan Increase”); provided that the aggregate amount of all increases and additions (revolver and term) and/or (ii) increasing the Commitment of any Lender (each an “Increasing Lender”) subject made pursuant to the following conditions: (a) each Subsequent Lender shall meet the conditions for an Eligible Assignee; this subsection (b) if requested by the applicable Lendershall not exceed $50,000,000 and provided, Borrower executes new Notes payable to the order of each Subsequent Lenderfurther, that no such increase or a new or replacement Note payable to the order of each Increasing Lender; (c) each Subsequent Lender executes and delivers to Agent a signature page to this Agreement evidencing its agreement to be bound as a Lender hereunder and each Increasing Lender executes and delivers to Agent an acknowledgement of its increased Commitment; (d) Borrower and Agent shall have executed new Security Documents and/or modifications of the Security Documents and other Loan Documents to reflect the increase in the Commitments and Borrower shall have paid to Agent any and all documentary stamp tax, non-recurring intangible tax or other taxes imposed in connection with the recording of such modifications of the Security Documents or increase in the Commitment amount and Agent addition shall be provided with evidence satisfactory to it that all Liens in favor of Agent are and remain first priority Liens; permitted if (eI) the Leverage Ratio would, after giving effect to the admission making of any Subsequent Lender loans to be made on the date of effectiveness thereof (in each case assuming the Revolving Amount is fully drawn on such effective date) and other appropriate pro forma adjustments in accordance with this Agreement, exceed the lesser of (x) 3.90:1.00 and (y) the maximum Leverage Ratio then permitted under Section 5.7(a) or (II) the increase covenant contained in Section 5.7(c) would not be satisfied on a pro forma basis for the Commitment most recent determination period, after giving effect to the making of any Increasing Lender, loans to be made on the sum date of all Commitments does not exceed $200,000,000; effectiveness thereof (fin each case assuming the Revolving Amount is fully drawn on such effective date) each and other appropriate pro forma adjustments in accordance with this Agreement. Each such request for an increase in the total Commitments or addition shall be in the an amount of at least $10,000,000;, increased by increments of $1,000,000, and may be made by either (1) increasing, for one or more Revolving Lenders, with their prior written consent, their respective Revolving Credit Commitments, (2) adding a new commitment for one or more then existing Lenders, with their prior written consent, with respect to any Term Loan Increase or Additional Term Loan Facility, or (3) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment or with respect to a Term Loan Increase or an Additional Term Loan Facility, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional Commitments”), as described below. Upon receipt of written notice from the Borrower requesting any such increase or addition, the Administrative Agent shall promptly notify the applicable Lenders of such request. At the time of sending such notice to the applicable Lenders, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond (which shall in no event be less than five Business Days from the date of delivery of such notice). Each applicable Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Amount, or provide a portion of the relevant Additional Term Loan Facility or Term Loan Increase, and, if so, the amount thereof. Any applicable Lender so approached to provide all or a portion of an increase to the Revolving Amount or provide a portion of the relevant Additional Term Loan Facility or Term Loan Increase, may elect or decline the same, in its sole discretion. Any applicable Lender not responding within such time period shall be deemed to have declined the same. The Administrative Agent shall notify the Borrower of the applicable Lenders’ responses to each request made under this Section. To achieve the full amount of a requested increase or addition, the Borrower may if necessary after receipt of responses from the applicable Lenders also invite one or more Additional Lenders to become Lenders pursuant to a joinder agreement to this Agreement in form and substance satisfactory to the Administrative Agent. (gii) During the Commitment Increase Period, all of the representations and warranties Lenders agree that the Administrative Agent, in its reasonable discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) each Additional Commitment from an Additional Lender, if any, shall be in an amount of at least $1,000,000, (C) the Administrative Agent shall provide to the Borrower and Guarantors in the Loan Documents shall be true and correct in all material respects as each Lender a revised Schedule 1 to this Agreement, including revised Applicable Commitment Percentages for each of the effective Lenders, if appropriate, on or prior to the date of the increase effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (D) the Borrower shall execute and deliver to the Administrative Agent and the applicable Lenders such replacement or additional Notes as shall be required by the Administrative Agent (and requested by such Lender or Lenders). The Lenders hereby authorize the Administrative Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. (iii) On each Additional Lender Assumption Effective Date (except in the total case of an Additional Term Loan Facility), as appropriate, the relevant Lenders shall make adjustments among themselves with respect to the Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to reallocate among the applicable Lenders such outstanding amounts, based on the revised Applicable Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.10(b) (and the Borrower shall pay to the applicable Lenders any amounts that would be payable pursuant to Section 3.3 hereof if such adjustments among the applicable Lenders would cause a prepayment of one or more Eurodollar Loans). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or if such representations and warranties by their terms relate solely decreased except pursuant to an earlier date, then as of such earlier date); subsection (ha) no Default or Event of Default exists or would result therefrom; (ihereof) no Lender, including, but not limited to KeyBank, shall be an Increasing Lender without the prior written consent of such Lender. The Borrower shall not request any increase or addition pursuant to subsection (b)(i) if a Default or an Event of Default shall then exist, or, after giving pro forma effect to any such increase or addition, would exist. The terms applicable to the Revolving Loans (and Revolving Credit Commitments) in respect of an increase to the Revolving Amount and the terms applicable to the portion of the Term Loan in respect of a Term Loan Increase, in each case pursuant to this Section 2.10, shall be substantially identical to the terms then applicable to existing Revolving Loans (and Revolving Credit Commitments) or to the existing portion of the Term Loan, as the case may be; 6231593.9\0334186provided however that the initial issue price of the loans subject to a Term Loan Increase need not be so identical so long as such issue price is not less than the issue price that would produce a Yield Differential as between the Term Loan issued on the Closing Date and the loans to be issued as part of such Term Loan Increase. (jiv) Borrower shall have delivered to Agent a Compliance Certificate setting forth in reasonable detail computations evidencing compliance, on a proforma basis giving effect Notwithstanding anything herein to the Commitment increasecontrary, with at the covenants contained in §9; and (k) Borrower time of any such increase or addition contemplated by this Section 2.10(b), the Administrative Agent, the Credit Parties and the Lenders providing such increase or addition shall have executed such other modifications and documents and made such other deliveries as Agent may reasonably require enter into an amendment to evidence such increase or addition and effectuate such new or increased Commitments amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and shall pay or reimburse Agent and Agent’s Special Counsel for all reasonable fees (including any fees specified in the Agreement Regarding Fees), expenses and costs in connection with the foregoing and Borrower shall also pay such other Loan fees and placement fees, if any, Documents as may be agreed for such increase necessary or appropriate in the Commitmentsreasonable opinion of the Administrative Agent to effect the provisions of this Section 2.10(b) (including, without limitation, amendments to the definitions in this Agreement to designate “classes” or “tranches” of loans, borrowings and commitments, and related terms, and to Section 9.8 hereof for the purpose of treating such increases pari passu with the other loans established hereunder). After adding The Administrative Agent and the Commitment Lenders hereby consent to the transactions contemplated by this Section 2.10(b) and hereby waive the requirements of any Increasing Lender or Subsequent Lender, Agent shall promptly provide each Lender and Borrower with a new Schedule 1.1 to provision of this Agreement (and or any other Loan Document that may otherwise prohibit the transactions contemplated by this Section 2.10(b). Upon each Lender acknowledges that its Commitment Percentage under Schedule 1.1 and allocated portion increase of the Outstanding Loans will change in accordance with its pro rata share Revolving Amount, Term Loan Increase or addition of the Additional Term Loan Facility, the Total Commitment Amount shall be increased Term Commitments.) Unless and until the total Commitments have been increased in accordance with this §2.8, Borrower shall not be permitted any disbursement beyond by an amount equal to the amount of the Commitments in effect immediately prior to such proposed increaseincrease or addition.

Increase in Commitment. At any time prior to May 1, 2015, Borrower (a) The Company may, at its option any time after the 2019 Restatement Effective Date and before the Termination Date, seek to (i) increase the Revolving Commitments (any such increase, a “Commitment Increase”) or (ii) establish one or more new term loan commitments (“Term Loan Commitments” and, together with any Commitment Increase, the “Incremental Commitments”) of an existing tranche of term loans or a separate tranche of new term loans (any such term loans, the “Incremental Term Loans”) upon written notice to the Administrative Agent; provided that, subject to the conditions calculation adjustments set forth below in this §2.8Section 1.3 with respect to any Incremental Term Loans being incurred in connection with a Limited Condition Transaction, request up to three (3) times that Agent increase the aggregate principal amount of all Incremental Commitments by (iexcluding the 2019 Incremental Term Loan Commitments) admitting additional Lenders hereunder shall not exceed the greater of (each a “Subsequent Lender”x) and/or $500,000,000 and (iiy) increasing the Commitment of any Lender (each an “Increasing Lender”) subject such other amount such that after giving pro forma effect to the following conditions: incurrence of such Incremental Commitments and the use of proceeds thereof (aassuming that all amounts thereunder are drawn in full but without netting any of the proceeds thereof) each Subsequent Lender shall meet the conditions for an Eligible Assignee;Total Debt to EBITDA Ratio would not exceed 3.50 to 1.00. (b) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 or, if requested less, the maximum amount of Incremental Commitments remaining to be established hereunder) sought by the applicable Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its sole discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its sole discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Eligible Assignees reasonably acceptable to each of the Administrative Agent, each Issuing Lender, Borrower executes new Notes payable the Swing Line Lender and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such Term Loan Commitments or revised allocations of the Revolving Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the order of each Subsequent Lender, or Administrative Agent a new or replacement Note payable document in form reasonably satisfactory to the order Administrative Agent pursuant to which any such Incremental Lender states the amount of each Increasing Lender;its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Incremental Commitments. (c) Any such notice delivered to the Administrative Agent in connection with Term Loan Commitments shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Term Loan Commitments (which shall not be less than $25,000,000 or, if less, the maximum amount of Incremental Commitments remaining to be established hereunder) sought by the Company, (ii) the Increased Amount Date, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its sole discretion) and (iii) the identity of each Subsequent Incremental Lender. Each Incremental Lender, if not already a Lender executes hereunder, shall be an Eligible Assignee and delivers reasonably acceptable to the Administrative Agent and no Lender shall be required to participate in any Incremental Term Loans. On or after such Increased Amount Date, the Company, the Administrative Agent and one or more Incremental Lenders may, and without the consent of any other Lender, amend this Agreement pursuant to an amendment agreement (an “Incremental Term Loan Amendment”) setting forth, to the extent applicable, the following terms of such Incremental Term Loans: (A) whether such Incremental Term Loans will be part of an existing tranche of Incremental Term Loans or part of a signature page new and separate tranche, (B) the maturity or termination date applicable to the Incremental Term Loans or Term Loan Commitments of such tranche, (C) any amortization applicable to the Incremental Term Loans of such tranche, (D) the interest rate or rates applicable to the Incremental Term Loans of such tranche, (E) the fees applicable to the Incremental Term Loans or Term Loan Commitments of such tranche, (F) any original issue discount applicable to Incremental Term Loans or Term Loan Commitments of such tranche, (G) the initial Interest Period or Interest Periods applicable to Incremental Term Loans or Term Loan Commitments of such tranche and (H) any voluntary or mandatory prepayment requirements or Term Loan Commitment reductions applicable to Incremental Term Loans or Term Loan Commitments of such tranche and any restrictions on the voluntary or mandatory prepayment or reduction of Incremental Term Loans or Term Loan Commitments of tranches established after such tranche (it being understood that any such mandatory prepayments may be applied to Term Loans prior to being applied to any Revolving Loans), and implementing such additional amendments to this Agreement evidencing its agreement as shall be appropriate to be bound as a Lender hereunder give effect to the foregoing terms and each Increasing Lender executes to provide the rights and delivers to Agent an acknowledgement benefits of its increased Commitment; (d) Borrower and Agent shall have executed new Security Documents and/or modifications of the Security Documents this Agreement and other Loan Documents to reflect the increase Incremental Term Loans of such tranche, and such amendment will be effective to amend this Agreement and the other Loan Documents on the terms set forth therein without the consent of any other Lender or the Swing Line Lender. Except as contemplated by the preceding sentence, the terms of any Incremental Term Loans established under this Section shall be the same as those of the Incremental Term Loans existing at the time such new Incremental Term Loans were made. Notwithstanding the foregoing, (1) except as provided in clauses (A) through (H) above, no Incremental Term Loan Amendment shall alter the rights of any Lender (other than the Incremental Lenders) in a manner that would not be permitted under Section 15.1 without the consent of such Lender unless such consent shall have been obtained and (2) no Incremental Term Loans (other than the 2019 Incremental Term Loans) shall (A) have a maturity date earlier than the Latest Maturity Date without the prior written consent of Lenders holding a majority of the principal amount of the Revolving Commitments and the Incremental Term Loans of any tranche maturing prior to such date, (B) have scheduled amortization of more than 5% of the original principal amount of such Incremental Term Loan per annum or (C) have mandatory prepayment terms other than customary mandatory prepayments from proceeds of assets sales and casualty events (with customary reinvestment rights), the incurrence of Debt not otherwise permitted hereunder and annual excess cash flow. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Amendment. (d) Notwithstanding the foregoing, no Incremental Commitments or Incremental Term Loans shall be made or established, and no Incremental Term Loan Amendment shall become effective, unless (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Commitments or Incremental Term Loans (except in the Commitments case that the proceeds of any Incremental Term Loans are being used to finance a Limited Condition Transaction, in which case the standard will be no Event of Default or Unmatured Event of Default on the LCT Test Date and Borrower shall have paid to Agent any and all documentary stamp tax, non-recurring intangible tax no Event of Default under Sections 13.1(a) or other taxes imposed in connection with 13.1(c) at the recording time of the consummation of such modifications Limited Condition Transaction); (ii) all other fees and expenses owing in respect of such increase to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the Security Documents or increase covenants set forth in Section 11.12 (giving effect, if applicable, to the provisos thereto) as of the last day of the most recently ended Fiscal Quarter (or, in the Commitment amount and Agent shall be provided with evidence satisfactory case that the proceeds of any Incremental Term Loan are being used to it that all Liens in favor finance a Limited Condition Transaction, as of Agent are and remain first priority Liens; (ethe last day of the most recently ended Fiscal Quarter prior to the applicable LCT Test Date) after giving effect to such Commitment Increase or Incremental Term Loans and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the admission beginning of the relevant determination period but prior to or simultaneous with the borrowing of such Incremental Commitments or Incremental Term Loans, as the case may be, and provided that for purposes of calculating the Total Debt to EBITDA Ratio, any Commitment Increases that are drawn substantially simultaneous with the effectiveness of such Commitment Increase shall be given pro forma effect; and (iv) the Company shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction. (e) Upon the making of any Subsequent Incremental Term Loan or the effectiveness of any Incremental Commitment of any Incremental Lender that is not already a Lender pursuant to this Section, such Incremental Lender shall be deemed to be a “Lender” (and a Lender in respect of Loans of the applicable facility or tranche) hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (or Lenders in respect of the applicable facility or tranche) hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of the applicable facility or tranche) hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Term Loan Commitments and/or Revolving Commitments, as revised to reflect the Commitment Increase. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan. The Administrative Agent may elect or decline to arrange the increase in Revolving Commitment sought by the Commitment of Company but is under no obligation to arrange or consummate any Increasing Lender, the sum of all Commitments does not exceed $200,000,000; (f) each increase in the total Commitments shall be in the amount of at least $10,000,000; (g) all of the representations and warranties of Borrower and Guarantors in the Loan Documents shall be true and correct in all material respects as of the effective date of the increase in the total Commitment (or if such representations and warranties by their terms relate solely to an earlier date, then as of such earlier date); (h) no Default or Event of Default exists or would result therefrom; (i) no Lender, including, but not limited to KeyBank, shall be an Increasing Lender without the written consent of such Lender; 6231593.9\0334186 (j) Borrower shall have delivered to Agent a Compliance Certificate setting forth in reasonable detail computations evidencing compliance, on a proforma basis giving effect to the Commitment increase, . The Company will cooperate with the covenants contained Administrative Agent in §9; and (k) Borrower shall have executed such other modifications and documents and made such other deliveries as Agent may reasonably require to evidence and effectuate such new or increased Commitments and shall pay or reimburse Agent and Agent’s Special Counsel for all reasonable fees (including any fees specified in the Agreement Regarding Fees), expenses and costs in connection with the foregoing and Borrower shall also pay such Loan fees and placement fees, if any, as may be agreed for such increase in the Commitments. After adding the Commitment of any Increasing Lender or Subsequent Lender, Agent shall promptly provide each Lender and Borrower with a new Schedule 1.1 to this Agreement (and each Lender acknowledges that its Commitment Percentage under Schedule 1.1 and allocated portion of the Outstanding Loans will change in accordance with its pro rata share of the increased Term Commitmentsefforts.) Unless and until the total Commitments have been increased in accordance with this §2.8, Borrower shall not be permitted any disbursement beyond the amount of the Commitments in effect immediately prior to such proposed increase.

Increase in Commitment. At any time prior to May 1, 2015, The Borrower may, at its option and subject on any Business Day prior to the conditions set forth below in this §2.8Termination Date, request up to three (3) times that Agent with the written consent of the Administrative Agent, increase the aggregate Commitments amount of the Commitment by delivering an Increase Request substantially in the form attached hereto as Exhibit G (ior in such other form acceptable to the Administrative Agent) admitting additional Lenders hereunder to the Administrative Agent at least five (each a 5) Business Days prior to the desired effective date of such increase (the “Subsequent LenderRevolver Increase”) and/or (ii) increasing the Commitment of any identifying an additional Lender (each or additional Commitment for an “Increasing existing Lender”) subject to and the following conditionsadditional amount of its Commitment (or additional amount of its Commitment; provided, however, that: (a) each Subsequent Lender the aggregate amount of all such Revolver Increases shall meet not exceed $20,000,000 and any such Revolver Increase shall be in an amount not less than $2,000,000 (or such lesser amount then agreed to by the conditions for an Eligible AssigneeAdministrative Agent); (b) if requested by no Default or Event of Default shall have occurred and be continuing at the applicable Lender, Borrower executes new Notes payable to time of the order request or the effective date of each Subsequent Lender, or a new or replacement Note payable to the order of each Increasing Lender;Revolver Increase; and (c) each Subsequent Lender executes and delivers to Agent a signature page to this Agreement evidencing its agreement to be bound as a Lender hereunder and each Increasing Lender executes and delivers to Agent an acknowledgement of its increased Commitment; (d) Borrower and Agent shall have executed new Security Documents and/or modifications of the Security Documents and other Loan Documents to reflect the increase in the Commitments and Borrower shall have paid to Agent any and all documentary stamp tax, non-recurring intangible tax or other taxes imposed in connection with the recording of such modifications of the Security Documents or increase in the Commitment amount and Agent shall be provided with evidence satisfactory to it that all Liens in favor of Agent are and remain first priority Liens; (e) after giving effect to the admission of any Subsequent Lender or the increase in the Commitment of any Increasing Lender, the sum of all Commitments does not exceed $200,000,000; (f) each increase in the total Commitments shall be in the amount of at least $10,000,000; (g) all of the representations and warranties of Borrower set forth in Section 6 and Guarantors in the other Loan Documents shall be and remain true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) on the effective date of such Revolver Increase, except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of the effective date of the increase (where not already qualified by materiality, otherwise in the total Commitment (or if such representations and warranties by their terms relate solely to an earlier date, then all respects) as of such earlier date); (h) no Default or Event . The effective date of Default exists or would result therefrom; (i) no Lender, including, but not limited to KeyBank, the Revolver Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, Schedule 2.2 shall be deemed amended to reflect the Revolver Increase and the new Lender (or, if applicable, existing Lender) shall advance Revolving Loans in an Increasing Lender without the written consent of amount sufficient such Lender; 6231593.9\0334186 (j) Borrower shall have delivered to Agent a Compliance Certificate setting forth in reasonable detail computations evidencing compliance, on a proforma basis that after giving effect to the Commitment increase, with the covenants contained in §9; and (k) Borrower its Revolving Loans each Lender shall have executed such other modifications and documents and made such other deliveries as Agent may reasonably require to evidence and effectuate such new or increased Commitments and shall pay or reimburse Agent and Agent’s Special Counsel for outstanding its Revolver Percentage of all reasonable fees (including any fees specified in the Agreement Regarding Fees), expenses and costs in connection with the foregoing and Borrower shall also pay such Loan fees and placement fees, if any, as may be agreed for such increase in Revolving Loans outstanding under the Commitments. After adding It shall be a condition to such effectiveness that (A) if any Eurodollar Loans are outstanding on the Commitment date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any Increasing Lender or Subsequent Lender, amounts owing to the Administrative Agent pursuant to Section 4.5 and (B) the Borrower shall promptly provide each Lender and Borrower with a new Schedule 1.1 to this Agreement (and each Lender acknowledges that its Commitment Percentage under Schedule 1.1 and allocated not have terminated any portion of the Outstanding Loans will change in accordance with its pro rata share Commitment pursuant to Section 2.11. Xxxxxxxx agrees to pay the reasonable and documented out-of-pocket expenses of the increased Term Commitments.Administrative Agent (including reasonable attorney’s fees of outside counsel) Unless and until relating to any Revolver Increase. Notwithstanding anything herein to the total Commitments have been increased in accordance with this §2.8contrary, Borrower Administrative Agent shall not be permitted have any disbursement beyond the amount of the Commitments in effect immediately prior obligation to such proposed increaseincrease its Commitment, and Administrative Agent may at its option, unconditionally and without cause, decline to increase its Commitment.

Increase in Commitment. At any The Borrower may from time prior to May 1, 2015, Borrower may, at its option and subject time deliver a written notice to the conditions set forth below in this §2.8Agent (who shall forward a copy to each Lender) requesting an increase of the Commitment; provided that, request up to three (3) times that Agent increase the aggregate Commitments by (i) admitting additional Lenders hereunder such increase shall be in an amount equal to at least at least $25,000,000 and in integral multiples of $5,000,000 (each a “Subsequent Lender”or such lesser amount as the Agent may reasonably agree) and/or in excess thereof, (ii) increasing the Commitment of any Lender (each an “Increasing Lender”) subject may be increased up to the following conditions: (a) each Subsequent Lender shall meet the conditions for an Eligible Assignee; (b) if requested by the applicable Lender, Borrower executes new Notes payable to the order of each Subsequent Lender, or a new or replacement Note payable to the order of each Increasing Lender; (c) each Subsequent Lender executes and delivers to Agent a signature page to this Agreement evidencing its agreement to be bound as a Lender hereunder and each Increasing Lender executes and delivers to Agent an acknowledgement of its increased Commitment; (d) Borrower and Agent shall have executed new Security Documents and/or modifications of the Security Documents and other Loan Documents to reflect the increase in the Commitments and Borrower shall have paid to Agent any and all documentary stamp tax, non-recurring intangible tax or other taxes imposed in connection with the recording of such modifications of the Security Documents or increase in the Commitment amount and Agent shall be provided with evidence satisfactory to it that all Liens in favor of Agent are and remain first priority Liens; (e) after giving effect to the admission of any Subsequent Lender or the increase in the Commitment of any Increasing Lender, the sum of all Commitments does not exceed $200,000,000; (f) each increase in the total Commitments shall be in the amount of $450,000,000 with the consent of solely the Agent and the Lender increasing its Commitment, (iii) at least $10,000,000; (g) all the time of such increase, the representations and warranties of the Borrower and Guarantors contained in the Loan Documents Section 4 or any other Transaction Document or any document furnished at any time under or in connection herewith or therewith shall be true and correct in all material respects (except for any representation or warranty that is qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the effective date of such increase, except to the increase in the total Commitment (or if extent such representations and warranties by their terms relate solely expressly related to an earlier datedate (in which case such representations and warranties shall be true and correct in all material respects (except for any representation or warranty that is qualified by materiality or Material Adverse Effect, then which shall be true and correct in all respects)) as of such earlier date); (h) date and no Default or Event of Default exists or would result therefrom; shall have occurred and be continuing and (iiv) no Lender, including, but not limited to KeyBank, shall be an Increasing Lender without the written consent of such Lender; 6231593.9\0334186 (j) Borrower shall have delivered provided any form reasonably requested by the Lender necessary to Agent a Compliance Certificate setting forth in reasonable detail computations evidencing compliancecomply with Regulation U or Regulation X, on a proforma basis giving effect or any other provisions of the regulations of the Board of Governors of the Federal Reserve System of the United States. Notwithstanding anything herein to the Commitment increasecontrary, with the covenants contained in §9; and (k) Borrower no Lender shall have executed such other modifications any obligation to increase its Commitment and documents and made such other deliveries as Agent may reasonably require to evidence and effectuate such new or no Lender's Commitment shall be increased Commitments and shall pay or reimburse Agent and Agent’s Special Counsel for all reasonable fees (including any fees specified in the Agreement Regarding Fees)without its consent thereto, expenses and costs in connection with the foregoing and Borrower shall also pay such Loan fees and placement fees, if any, as may be agreed for such increase in the Commitments. After adding the Commitment of any Increasing Lender or Subsequent Lender, Agent shall promptly provide each Lender and Borrower with a new Schedule 1.1 to this Agreement (and each Lender acknowledges may at its option, unconditionally and without cause, decline to increase its Commitment; provided that its Commitment Percentage under Schedule 1.1 and allocated portion of the Outstanding Loans will change in accordance with its pro rata share of the increased Term Commitments.) Unless and until the total Commitments have been increased in accordance with this §2.8, Borrower Lender shall not be permitted any disbursement beyond the amount of the Commitments in effect immediately prior respond to such proposed increaseincrease request in writing not later than five (5) Business Days following its receipt of such increase request.

Increase in Commitment. Increase in Commitment At any time the Borrower may request (in consultation with the Agent), an increase of the aggregate amount of the Commitment by delivering a written request therefor in a form acceptable to the Agent at least 30 Days prior to May 1the desired effective date of such increase (the “Increase”), 2015identifying an additional Lender(s), Borrower may, at its option and subject which additional Lenders shall be reasonably acceptable to the conditions set forth below in this §2.8Agent and the amount of such additional Lender’s Commitment; provided, request up to three (3) times however, that Agent increase the aggregate Commitments by (i) admitting additional Lenders hereunder (each a “Subsequent the aggregate amount of all such Increases shall not exceed $50,000,000 without the written consent of the existing Lender”) and/or , (ii) increasing any such Increase shall be in an amount not less than $5,000,000, (iii) no Amortization Event or Unmatured Amortization Event shall exist at the Commitment time of any Lender (each an “Increasing Lender”) subject to such request or on the following conditions: (a) each Subsequent Lender shall meet the conditions for an Eligible Assignee; (b) if requested by the applicable Lender, Borrower executes new Notes payable to the order of each Subsequent Lender, or a new or replacement Note payable to the order of each Increasing Lender; (c) each Subsequent Lender executes and delivers to Agent a signature page to this Agreement evidencing its agreement to be bound as a Lender hereunder and each Increasing Lender executes and delivers to Agent an acknowledgement of its increased Commitment; (d) Borrower and Agent shall have executed new Security Documents and/or modifications effective date of the Security Documents and other Loan Documents to reflect the increase in the Commitments and Borrower shall have paid to Agent any and all documentary stamp tax, non-recurring intangible tax or other taxes imposed in connection with the recording of such modifications of the Security Documents or increase in the Commitment amount and Agent shall be provided with evidence satisfactory to it that all Liens in favor of Agent are and remain first priority Liens; (e) Increase after giving effect to the admission additional Loans made pursuant to such Increase, (iv) the Borrower may exercise an Increase under this Section 13.13 only once during the term of this Agreement. The effective date (the “Increase Date”) of the Increase shall be agreed upon by the Borrower and the Agent (such agreement not to be unreasonably withheld or delayed). The Borrower agrees to pay any Subsequent Lender reasonable expenses of the Agent relating to any Increase. The parties hereto shall effect such amendments to this Agreement and the other Transaction Documents as may be necessary or the increase appropriate, in the Commitment reasonable opinion of any Increasing Lenderthe Agent and the Borrower, to effect the provisions of this Section 13.13. In Witness Whereof, the sum of all Commitments does not exceed $200,000,000; (f) each increase in the total Commitments shall parties hereto have caused this Agreement to be in the amount of at least $10,000,000; (g) all of the representations executed and warranties of Borrower and Guarantors in the Loan Documents shall be true and correct in all material respects delivered by their duly authorized officers or attorneys-in-fact as of the effective date of the increase in the total Commitment (or if such representations and warranties by their terms relate solely to an earlier date, then as of such earlier date); (h) no Default or Event of Default exists or would result therefrom; (i) no Lender, including, but not limited to KeyBank, shall be an Increasing Lender without the written consent of such Lender; 6231593.9\0334186 (j) Borrower shall have delivered to Agent a Compliance Certificate setting forth in reasonable detail computations evidencing compliance, on a proforma basis giving effect to the Commitment increase, with the covenants contained in §9; and (k) Borrower shall have executed such other modifications and documents and made such other deliveries as Agent may reasonably require to evidence and effectuate such new or increased Commitments and shall pay or reimburse Agent and Agent’s Special Counsel for all reasonable fees (including any fees specified in the Agreement Regarding Fees), expenses and costs in connection with the foregoing and Borrower shall also pay such Loan fees and placement fees, if any, as may be agreed for such increase in the Commitments. After adding the Commitment of any Increasing Lender or Subsequent Lender, Agent shall promptly provide each Lender and Borrower with a new Schedule 1.1 to this Agreement (and each Lender acknowledges that its Commitment Percentage under Schedule 1.1 and allocated portion of the Outstanding Loans will change in accordance with its pro rata share of the increased Term Commitmentshereof.) Unless and until the total Commitments have been increased in accordance with this §2.8, Borrower shall not be permitted any disbursement beyond the amount of the Commitments in effect immediately prior to such proposed increase.

Increase in Commitment. At any time prior to May 1(a) The Borrower, 2015on behalf of the Borrower and Guarantors, Borrower may, at its option and subject to on any Business Day after the conditions set forth below in this §2.8date hereof, request up to three (3) times that Agent increase the aggregate amount of the Revolving Credit Commitments by and/or outstanding Term Loans and/or create one or more additional tranches of term loans (each additional tranche of term loans, an “Incremental Term Loan”); provided, however, that (i) admitting additional Lenders hereunder any Commitment Amount Increase or Incremental Term Loan that results in the sum of the aggregate Revolving Credit Commitments plus the aggregate original principal amount of the Term Loans and Incremental Term Loans to be in excess of $2,900,000,000 minus, to the extent not utilized by the Borrower on or prior to August 25, 2013, up to $115,000,000, will require the approval of the Required Banks (each a “Subsequent Lender”and in all other cases, no approval or consent of any Bank shall be required except the Banks providing such Commitment Amount Increase or Incremental Term Loan and the consents contemplated by clause (v) and/or below), (ii) increasing the any Commitment Amount Increase or issuance of any Lender (each an “Increasing Lender”) subject to the following conditions: (a) each Subsequent Lender shall meet the conditions for an Eligible Assignee; (b) if requested by the applicable Lender, Borrower executes new Notes payable to the order of each Subsequent Lender, or a new or replacement Note payable to the order of each Increasing Lender; (c) each Subsequent Lender executes and delivers to Agent a signature page to this Agreement evidencing its agreement to be bound as a Lender hereunder and each Increasing Lender executes and delivers to Agent an acknowledgement of its increased Commitment; (d) Borrower and Agent shall have executed new Security Documents and/or modifications of the Security Documents and other Loan Documents to reflect the increase in the Commitments and Borrower shall have paid to Agent any and all documentary stamp tax, non-recurring intangible tax or other taxes imposed in connection with the recording of such modifications of the Security Documents or increase in the Commitment amount and Agent shall be provided with evidence satisfactory to it that all Liens in favor of Agent are and remain first priority Liens; (e) after giving effect to the admission of any Subsequent Lender or the increase in the Commitment of any Increasing Lender, the sum of all Commitments does not exceed $200,000,000; (f) each increase in the total Commitments Incremental Term Loans shall be in an amount not less than $50,000,000 (or such lesser amount as may be acceptable to the amount Administrative Agent), (iii) no Default shall have occurred and be continuing at the time of at least $10,000,000; the request or the effective date of the Commitment Amount Increase or issuance of Incremental Term Loans or will result therefrom, (giv) all of the representations and warranties of Borrower and Guarantors contained in the Loan Documents Article 4 hereof shall be true and correct in all material respects as (where not already qualified by materiality, otherwise in all respects) at the time of such request and on the effective date of such Commitment Amount Increase or issuance of Incremental Term Loans (other than representations and warranties that relate to a specific date, which shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such date), and (v) the Administrative Agent and, in the case of an increase in the total Revolving Credit Commitment, each Letter of Credit Issuer and the Swing Line Lender, shall have provided their written consent (which consents shall not be unreasonably withheld). (b) In order to request an increase in the Revolving Credit Commitments and/or outstanding Term Loans, the Borrower shall deliver a Commitment Amount Increase Request to the Administrative Agent at least five (5) Business Days (or such shorter period of time agreed by the Administrative Agent) prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Bank(s) (or additional Revolving Credit Commitments and/or Term Loans for existing Bank(s)) and the amount of its Revolving Credit Commitment and/or Term Loans (or additional amount of its Revolving Credit Commitment(s) and/or Term Loans). The Borrower, the Administrative Agent, and each Bank and/or new Bank advancing an additional Term Loan shall agree in the relevant Commitment Amount Increase Request as to the amortization schedule of such additional Term Loan; provided that (i) such additional Term Loans shall have a weighted average life to maturity no lower than the remaining weighted average life to maturity of the outstanding Term Loans and (ii) no such amortization schedule shall have the effect of reducing the amortization payments scheduled to be made to the Banks that are not increasing their Term Loans. Upon the effectiveness thereof, the new Bank(s) (or, if applicable, existing Bank(s)) (i) shall advance Loans in an amount sufficient such that after giving effect to its Loans each Bank shall have outstanding its respective Percentage of all Loans of the relevant Credit and (ii) in the case of the Revolving Credit, shall acquire its Revolver Percentage of all participations in Letter of Credit Outstandings and Swing Loans. It shall be a condition to such effectiveness that (i) if any Euro-Dollar Loans are outstanding on the date of such effectiveness, Section 2.13 shall apply and (ii) if such representations Commitment Amount Increase is to the Revolving Credit Commitments, the Borrower shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 2.8 hereof. The Borrower and warranties each Guarantor agree to deliver to the Administrative Agent such corporate due diligence documents as the Administrative Agent shall reasonably request in connection with any Commitment Amount Increase. Promptly upon the effectiveness of any Commitment Amount Increase, the Borrower, if requested by their terms relate solely any new Bank, shall execute and deliver new Notes to an earlier date, then as each requesting Bank. The effective date of such earlier date);any Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. (hA) The Incremental Term Loans (i) may be unsecured or may be secured by liens on any or all assets of the Borrower and the Guarantors, as determined by the Borrower and the lenders of the Incremental Term Loans (and if so secured, the Term Loans and Revolving Loans shall be secured equally and ratably by liens on the same assets; provided that, to the extent the Incremental Term Loans (and any replacement financing) are paid and satisfied in full, or any liens granted to secure the Incremental Term Loans (and any replacement financing) are released, the ratable liens granted to secure the Term Loans and Revolving Loans shall, so long as no Default or Event of Default exists or would result therefrom;exists, upon the Borrower’s written request, also be released), (ii) shall rank pari passu in right of payment and of security with the Term Loans and Revolving Loans and shall have the same guarantors as the Term Loans and the Revolving Loans, (iii) shall not mature earlier than the latest Extended Maturity Date, (iv) shall not have a lower weighted average life to maturity than the remaining weighted average life to maturity of the outstanding Term Loans, (v) shall have an amortization schedule (subject to clause (iv)), provisions relating to optional and, to the extent applied pro rata to the Term Loans and the Incremental Term Loans, mandatory prepayments (including mandatory repurchase offers), and a Base Rate Margin, a Euro-Dollar Margin, rate floors, fees, premiums, funding discounts and other pricing terms (including a “MFN clause” allowing for repricing upon incurrence of subsequent Incremental Term Loans) for the Incremental Term Loans as determined by the Borrower and the lenders of the Incremental Term Loans, and (vi) may not otherwise have terms and conditions different from those of the Term Loans and Revolving Loans. (iB) no LenderCommitments in respect of Incremental Term Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, includingas appropriate, but not limited the other Credit Documents, executed by the Borrower, each Guarantor, each Bank agreeing to KeyBank, shall be an Increasing Lender without the written consent of provide such Lender; 6231593.9\0334186 (j) Borrower shall have delivered to Agent a Compliance Certificate setting forth in reasonable detail computations evidencing compliance, on a proforma basis giving effect to the Commitment increase, with the covenants contained in §9; and (k) Borrower shall have executed such other modifications and documents and made such other deliveries as Agent may reasonably require to evidence and effectuate such new or increased Commitments and shall pay or reimburse Agent and Agent’s Special Counsel for all reasonable fees (including any fees specified in the Agreement Regarding Fees), expenses and costs in connection with the foregoing and Borrower shall also pay such Loan fees and placement feesCommitment, if any, each new Bank, if any, and the Administrative Agent. The Incremental Amendment shall not, except as specified in the preceding sentence, require the consent of any Bank, and may effect such amendments to this Agreement and the other Credit Documents as may be agreed for such increase necessary, in the Commitmentsreasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. After adding The Banks hereby authorize the Commitment Administrative Agent to execute such other documents, instruments and agreements, including security agreements, as may be necessary in the reasonable opinion of the Administrative Agent to give effect to the Incremental Amendment. The effectiveness of any Increasing Lender Incremental Amendment shall be subject to the satisfaction on the date thereof of such conditions as the parties thereto shall agree. The Borrower will use the proceeds of each Incremental Term Loan for any purpose permitted by Section 5.8. (d) The Borrower agrees to pay any reasonable out-of-pocket expenses of the Administrative Agent relating to any Commitment Amount Increase and any Incremental Amendment. Notwithstanding anything herein to the contrary, no Bank shall have any obligation to increase its Revolving Credit Commitment or Subsequent Lenderadvance additional Term Loans or Incremental Term Loans and no Bank’s Revolving Credit Commitment shall be increased without its consent thereto, Agent shall promptly provide each Lender and Borrower with a new Schedule 1.1 to this Agreement (and each Lender acknowledges that Bank may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment Percentage under Schedule 1.1 and allocated portion of the Outstanding or advance additional Term Loans will change in accordance with its pro rata share of the increased or Incremental Term CommitmentsLoans.) Unless and until the total Commitments have been increased in accordance with this §2.8, Borrower shall not be permitted any disbursement beyond the amount of the Commitments in effect immediately prior to such proposed increase.

Increase in Commitment. At Provided there exists no Default, the Company on behalf of the Borrowers and Guarantors may, on any time Business Day on or prior to May 1the ninetieth day after the date hereof, 2015with the written consent of the Administrative Agent, Borrower may, at its option and subject to the conditions set forth below in this §2.8, request up to three (3) times that Agent increase the aggregate amount of the Revolving Loan Commitments by delivering a Commitment Amount Increase Request at least 5 Business Days prior to the desired effective date of such increase (ithe "COMMITMENT AMOUNT INCREASE") admitting identifying an additional Lenders hereunder Bank (each a “Subsequent Lender”or additional Revolving Loan Commitment agreed to be made by any existing Bank) and/or and the amount of its Revolving Loan Commitment (ii) increasing or additional amount of its Revolving Loan Commitment); PROVIDED, HOWEVER, that any increase of the aggregate amount of the Revolving Loan Commitments to an amount in excess of $375,000,000 will require the approval of the Required Banks. The effective date of the Commitment of any Lender (each an “Increasing Lender”) subject to the following conditions: (a) each Subsequent Lender Amount Increase shall meet the conditions for an Eligible Assignee; (b) if requested be agreed upon by the applicable LenderCompany and the Administrative Agent. Upon the effectiveness thereof, Borrower executes each new Notes payable Bank (or, if applicable, each existing Bank which consented to the order of each Subsequent Lender, or a new or replacement Note payable to the order of each Increasing Lender; (c) each Subsequent Lender executes and delivers to Agent a signature page to this Agreement evidencing its agreement to be bound as a Lender hereunder and each Increasing Lender executes and delivers to Agent an acknowledgement of its increased Commitment; (d) Borrower and Agent shall have executed new Security Documents and/or modifications of the Security Documents and other Loan Documents to reflect the increase in the Commitments and Borrower its Revolving Loan Commitment) shall have paid to Agent any and all documentary stamp tax, non-recurring intangible tax or other taxes imposed advance Revolving Loans in connection with the recording of an amount sufficient such modifications of the Security Documents or increase in the Commitment amount and Agent shall be provided with evidence satisfactory to it that all Liens in favor of Agent are and remain first priority Liens; (e) after giving effect to the admission its Revolving Loan each Bank shall have outstanding its PRO RATA share of any Subsequent Lender or the increase in the Commitment of any Increasing Lender, the sum of all Commitments does not exceed $200,000,000; (f) each increase in the total Commitments Revolving Loans. It shall be in a condition to such effectiveness that no Eurocurrency Loans be outstanding on the amount of at least $10,000,000; (g) all of the representations and warranties of Borrower and Guarantors in the Loan Documents shall be true and correct in all material respects as of the effective date of such effectiveness and that the increase in the total Commitment (or if such representations and warranties by their terms relate solely to an earlier date, then as of such earlier date); (h) no Default or Event of Default exists or would result therefrom; (i) no Lender, including, but Company shall not limited to KeyBank, shall be an Increasing Lender without the written consent of such Lender; 6231593.9\0334186 (j) Borrower shall have delivered to Agent a Compliance Certificate setting forth in reasonable detail computations evidencing compliance, on a proforma basis giving effect to the Commitment increase, with the covenants contained in §9; and (k) Borrower shall have executed such other modifications and documents and made such other deliveries as Agent may reasonably require to evidence and effectuate such new or increased Commitments and shall pay or reimburse Agent and Agent’s Special Counsel for all reasonable fees (including terminated any fees specified in the Agreement Regarding Fees), expenses and costs in connection with the foregoing and Borrower shall also pay such Loan fees and placement fees, if any, as may be agreed for such increase in the Commitments. After adding the Commitment of any Increasing Lender or Subsequent Lender, Agent shall promptly provide each Lender and Borrower with a new Schedule 1.1 to this Agreement (and each Lender acknowledges that its Commitment Percentage under Schedule 1.1 and allocated portion of the Outstanding Loans will change in accordance with its pro rata share Total Commitment pursuant to Section 3.02 hereof. The Company agrees to pay any fees or expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Bank shall have any obligation to increase its Revolving Loan Commitment and no Bank's Revolving Loan Commitment shall be increased Term Commitmentswithout its consent thereto, and each Bank may at its option, unconditionally and without cause, decline to increase its Revolving Loan Commitment.) Unless and until the total Commitments have been increased in accordance with this §2.8, Borrower shall not be permitted any disbursement beyond the amount of the Commitments in effect immediately prior to such proposed increase.

Increase in Commitment. At any time prior to May 1, 2015, Borrower (a) The Company may, at its option any time after the Effective Date and before the Termination Date, seek to (i) increase the Revolving Commitments (any such increase, a “Commitment Increase”) or (ii) establish one or more new term loan commitments (“Incremental Term Loan Commitments” and, together with any Commitment Increase, the “Incremental Commitments”) of an existing tranche of term loans or a separate tranche of new term loans (any such term loans, the “Incremental Term Loans”) upon written notice to the Administrative Agent; provided that, subject to the conditions calculation adjustments set forth below in this §2.8Section 1.3 with respect to any Incremental Term Loans being incurred in connection with a Limited Condition Transaction, request up to three (3) times that Agent increase the aggregate principal amount of all Incremental Commitments by shall not exceed the greater of (ix) admitting additional Lenders hereunder $500,000,000 and (each a “Subsequent Lender”y) and/or (ii) increasing the Commitment of any Lender (each an “Increasing Lender”) subject such other amount such that after giving pro forma effect to the following conditions: incurrence of such Incremental Commitments and the use of proceeds thereof (aassuming that all amounts thereunder are drawn in full but without netting any of the proceeds thereof) each Subsequent Lender shall meet the conditions for an Eligible Assignee;Net Debt to EBITDA Ratio would not exceed 4.00 to 1.00. (b) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 or, if requested less, the maximum amount of Incremental Commitments remaining to be established hereunder) sought by the applicable Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its sole discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its sole discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Persons satisfying the criteria for Eligible Assignees reasonably acceptable to each of the Administrative Agent, each Issuing Lender, Borrower executes new Notes payable the Swing Line Lender and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such Incremental Term Loan Commitments or revised allocations of the Revolving Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the order of each Subsequent Lender, or Administrative Agent a new or replacement Note payable document in form reasonably satisfactory to the order Administrative Agent pursuant to which any such Incremental Lender states the amount of each Increasing Lender;its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Incremental Commitments. (c) Any such notice delivered to the Administrative Agent in connection with Incremental Term Loan Commitments shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Incremental Term Loan Commitments (which shall not be less than $25,000,000 or, if less, the maximum amount of Incremental Commitments remaining to be established hereunder) sought by the Company, (ii) the Increased Amount Date, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its sole discretion) and (iii) the identity of each Subsequent Incremental Lender. Each Incremental Lender, if not already a Lender executes hereunder, shall be a Person satisfying the criteria for an Eligible Assignee and delivers reasonably acceptable to the Administrative Agent and no Lender shall be required to participate in any Incremental Term Loans. On or after such Increased Amount Date, the Company, the Administrative Agent and one or more Incremental Lenders may, and without the consent of any other Lender, amend this Agreement pursuant to an amendment agreement (an “Incremental Term Loan Amendment”) setting forth, to the extent applicable, the following terms of such Incremental Term Loans: (A) whether such Incremental Term Loans will be part of an existing tranche of Incremental Term Loans or part of a signature page new and separate tranche, (B) the maturity or termination date applicable to the Incremental Term Loans or Incremental Term Loan Commitments of such tranche, (C) any amortization applicable to the Incremental Term Loans of such tranche, (D) the interest rate or rates applicable to the Incremental Term Loans of such tranche, (E) the fees applicable to the Incremental Term Loans or Incremental Term Loan Commitments of such tranche, (F) any original issue discount applicable to Incremental Term Loans or Incremental Term Loan Commitments of such tranche, (G) the initial Interest Period or Interest Periods applicable to Incremental Term Loans or Incremental Term Loan Commitments of such tranche and (H) any voluntary or mandatory prepayment requirements or Incremental Term Loan Commitment reductions applicable to Incremental Term Loans or Incremental Term Loan Commitments of such tranche and any restrictions on the voluntary or mandatory prepayment or reduction of Incremental Term Loans or Incremental Term Loan Commitments of tranches established after such tranche (it being understood that any such mandatory prepayments may be applied to Term Loans prior to being applied to any Revolving Loans), and implementing such additional amendments to this Agreement evidencing its agreement as shall be appropriate to be bound as a Lender hereunder give effect to the foregoing terms and each Increasing Lender executes to provide the rights and delivers to Agent an acknowledgement benefits of its increased Commitment; (d) Borrower and Agent shall have executed new Security Documents and/or modifications of the Security Documents this Agreement and other Loan Documents to reflect the increase Incremental Term Loans of such tranche, and such amendment will be effective to amend this Agreement and the other Loan Documents on the terms set forth therein without the consent of any other Lender or the Swing Line Lender. Except as contemplated by the preceding sentence, the terms of any Incremental Term Loans established under this Section shall be the same as those of the Term Loans and Incremental Term Loans existing at the time such new Incremental Term Loans were made. Notwithstanding the foregoing, (1) except as provided in clauses (A) through (H) above, no Incremental Term Loan Amendment shall alter the rights of any Lender (other than the Incremental Lenders) in a manner that would not be permitted under Section 15.1 without the consent of such Lender unless such consent shall have been obtained and (2) no Incremental Term Loans shall (A) have a maturity date earlier than the Latest Maturity Date without the prior written consent of Lenders holding a majority of the principal amount of the Revolving Commitments, the Term Loans and the Incremental Term Loans of any tranche maturing prior to such date, (B) have scheduled amortization of more than 5% of the original principal amount of such Incremental Term Loan per annum or (C) have mandatory prepayment terms other than customary mandatory prepayments from proceeds of assets sales and casualty events (with customary reinvestment rights), the incurrence of Debt not otherwise permitted hereunder and annual excess cash flow. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Amendment. (d) Notwithstanding the foregoing, no Incremental Commitments or Incremental Term Loans shall be made or established, and no Incremental Term Loan Amendment shall become effective, unless (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Commitments or Incremental Term Loans (except in the Commitments case that the proceeds of any Incremental Term Loans are being used to finance a Limited Condition Transaction, in which case the standard will be no Event of Default or Unmatured Event of Default on the LCT Test Date and Borrower shall have paid to Agent any and all documentary stamp tax, non-recurring intangible tax no Event of Default under Sections 13.1(a) or other taxes imposed in connection with 13.1(c) at the recording time of the consummation of such modifications Limited Condition Transaction); (ii) all other fees and expenses owing in respect of such increase to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the Security Documents or increase covenants set forth in Section 11.11 (giving effect, if applicable, to the provisos thereto) as of the last day of the most recently ended Fiscal Quarter (or, in the Commitment amount and Agent shall be provided with evidence satisfactory case that the proceeds of any Incremental Term Loan are being used to it that all Liens in favor finance a Limited Condition Transaction, as of Agent are and remain first priority Liens; (ethe last day of the most recently ended Fiscal Quarter prior to the applicable LCT Test Date) after giving effect to such Commitment Increase or Incremental Term Loans and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the admission beginning of the relevant determination period but prior to or simultaneous with the borrowing of such Incremental Commitments or Incremental Term Loans, as the case may be, and provided that for purposes of calculating the Net Debt to EBITDA Ratio, any Commitment Increases that are drawn substantially simultaneously with the effectiveness of such Commitment Increase shall be given pro forma effect; and (iv) the Company shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction. (e) Upon the making of any Subsequent Incremental Term Loan or the effectiveness of any Incremental Commitment of any Incremental Lender that is not already a Lender pursuant to this Section, such Incremental Lender shall be deemed to be a “Lender” (and a Lender in respect of Loans of the applicable facility or tranche) hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (or Lenders in respect of the applicable facility or tranche) hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of the applicable facility or tranche) hereunder. After giving effect to any Commitment Increase, all Revolving Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Revolving Commitments, as revised to reflect the Commitment Increase. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan. The Administrative Agent may elect or decline to arrange the increase in Revolving Commitment sought by the Commitment of Company but is under no obligation to arrange or consummate any Increasing Lender, the sum of all Commitments does not exceed $200,000,000; (f) each increase in the total Commitments shall be in the amount of at least $10,000,000; (g) all of the representations and warranties of Borrower and Guarantors in the Loan Documents shall be true and correct in all material respects as of the effective date of the increase in the total Commitment (or if such representations and warranties by their terms relate solely to an earlier date, then as of such earlier date); (h) no Default or Event of Default exists or would result therefrom; (i) no Lender, including, but not limited to KeyBank, shall be an Increasing Lender without the written consent of such Lender; 6231593.9\0334186 (j) Borrower shall have delivered to Agent a Compliance Certificate setting forth in reasonable detail computations evidencing compliance, on a proforma basis giving effect to the Commitment increase, . The Company will cooperate with the covenants contained Administrative Agent in §9; and (k) Borrower shall have executed such other modifications and documents and made such other deliveries as Agent may reasonably require to evidence and effectuate such new or increased Commitments and shall pay or reimburse Agent and Agent’s Special Counsel for all reasonable fees (including any fees specified in the Agreement Regarding Fees), expenses and costs in connection with the foregoing and Borrower shall also pay such Loan fees and placement fees, if any, as may be agreed for such increase in the Commitments. After adding the Commitment of any Increasing Lender or Subsequent Lender, Agent shall promptly provide each Lender and Borrower with a new Schedule 1.1 to this Agreement (and each Lender acknowledges that its Commitment Percentage under Schedule 1.1 and allocated portion of the Outstanding Loans will change in accordance with its pro rata share of the increased Term Commitmentsefforts.) Unless and until the total Commitments have been increased in accordance with this §2.8, Borrower shall not be permitted any disbursement beyond the amount of the Commitments in effect immediately prior to such proposed increase.

Increase in Commitment. At any time on or before ninety (90) days prior to May 1, 2015the Initial Maturity Date, Borrower mayshall have the right to increase, at its option and subject to request the Administrative Agent to arrange the increase of, the aggregate amount of the Commitments by providing written notice to the conditions set forth below in this §2.8Administrative Agent, request up which notice shall be irrevocable once given; provided, however, that after giving effect to three (3) times that Agent increase any such increases the aggregate amount of the Commitments by shall not exceed $100,000,000.00. Upon such request, and provided no Potential Default or Default shall have occurred and be continuing or would occur after giving effect to such increase, the Administrative Agent shall use its best efforts, in consideration of a mutually agreed upon fee, to arrange the requested increase in the Commitments through the syndication of such increase to existing Lenders or to new Lenders, as more particularly described herein, so as to become effective within ninety (i90) admitting additional Lenders hereunder (days of the date of such request. The Administrative Agent shall promptly notify each a “Subsequent Lender”) and/or (ii) increasing the Commitment Lender of any Lender (each an “Increasing Lender”) subject to the following conditions: (a) each Subsequent such request. No Lender shall meet be obligated in any way whatsoever to increase its Commitment. No increase of the conditions for an Eligible Assignee; Commitments may be effected under this Section if either (x) a Potential Default or a Default shall be in existence on the effective date of such increase or would occur after giving effect to such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party is not (or would not be) true or correct on the effective date of such increase (the “Commitment Increase Date”). In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.4 any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request and (b) if requested by the applicable Borrower shall make appropriate arrangements so that each new Lender, Borrower executes new Notes payable to the order of each Subsequent Lenderand any existing Lender increasing its Commitment, or receives a new or replacement Note payable to the order of each Increasing Lender; (c) each Subsequent Lender executes and delivers to Agent a signature page to this Agreement evidencing its agreement to be bound Note, as a Lender hereunder and each Increasing Lender executes and delivers to Agent an acknowledgement of its increased Commitment; (d) Borrower and Agent shall have executed new Security Documents and/or modifications of the Security Documents and other Loan Documents to reflect the increase in the Commitments and Borrower shall have paid to Agent any and all documentary stamp taxappropriate, non-recurring intangible tax or other taxes imposed in connection with the recording of such modifications of the Security Documents or increase in the Commitment amount and Agent shall be provided with evidence satisfactory to it that all Liens in favor of Agent are and remain first priority Liens; (e) after giving effect to the admission of any Subsequent Lender or the increase in the Commitment of any Increasing Lender, the sum of all Commitments does not exceed $200,000,000; (f) each increase in the total Commitments shall be in the amount of such Lender’s Commitment at least $10,000,000; (g) all the time of the representations and warranties of Borrower and Guarantors in the Loan Documents shall be true and correct in all material respects as effectiveness of the effective date of the applicable increase in the total Commitment (or if such representations and warranties by their terms relate solely to an earlier date, then as of such earlier date); (h) no Default or Event of Default exists or would result therefrom; (i) no Lender, including, but not limited to KeyBank, shall be an Increasing Lender without the written consent of such Lender; 6231593.9\0334186 (j) Borrower shall have delivered to Agent a Compliance Certificate setting forth in reasonable detail computations evidencing compliance, on a proforma basis giving effect to the Commitment increase, with the covenants contained in §9; and (k) Borrower shall have executed such other modifications and documents and made such other deliveries as Agent may reasonably require to evidence and effectuate such new or increased Commitments and shall pay or reimburse Agent and Agent’s Special Counsel for all reasonable fees (including any fees specified in the Agreement Regarding Fees), expenses and costs in connection with the foregoing and Borrower shall also pay such Loan fees and placement fees, if any, as may be agreed for such increase in the Commitments. After adding the Commitment of any Increasing Lender or Subsequent Lender, Agent shall promptly provide each Lender and Borrower with a new Schedule 1.1 to this Agreement (and each Lender acknowledges that its Commitment Percentage under Schedule 1.1 and allocated portion of the Outstanding Loans will change in accordance with its pro rata share of the increased Term Commitments.) Unless and until the total Commitments have been increased in accordance with this §2.8, Borrower shall not be permitted any disbursement beyond the aggregate amount of the Commitments in effect immediately prior to such proposed increaseCommitment.