Common use of Increase in Total Commitment Clause in Contracts

Increase in Total Commitment. At any time (but at least 60 days prior to the Maturity Date), the Borrower shall have the right, upon written notice to the Agent and satisfaction of the Increase Conditions, to cause the Total Commitment to increase by an amount not at any time exceeding $50,000,000 (the “Increase”), in which event Schedule 2 will be deemed to be amended to reflect the increased Commitment of each Lender, if any, that has agreed in writing to an increase and to add any third party financial institution that may have become a party to, and a “Lender” under, this Agreement in connection with the Increase (and the Agent is hereby authorized to effect such amendment on behalf of the Lenders and the Borrower, together with other conforming amendments); provided, however, that it shall be a condition precedent to the effectiveness of the Increase that the Increase Conditions shall have been satisfied. In the event that the Increase results in any change to the Commitment Percentage of any Lender, then on the effective date of such Increase in the Total Commitment (i) any new Lender, and any existing Lender whose Commitment has increased, shall pay to the Agent such amounts as are necessary to fund its new or increased Commitment Percentage of the Term Loan, (ii) the Agent will use the proceeds thereof to pay to all Lenders whose Commitment Percentage is decreasing such amounts as are necessary so that each such Lender’s participation in the existing Term Loan will be equal to its adjusted Commitment Percentage, and (iii) if the effective date of such Increase in the Total Commitment occurs on a date other than the last day of an Interest Period applicable to any outstanding Libor Rate Loan, the Borrower will be responsible for Libor Breakage Costs and any other amounts payable pursuant to §4.8 on account of the payments made pursuant to clause (ii) above. No Lender shall have any obligation to increase its Commitment in connection with the Increase.

Increase in Total Commitment. At any time (but The Company may request that the Banks increase the Total Commitment to up to $220,000,000 upon the giving at least 60 ninety (90) days prior to the Maturity Date), the Borrower shall have the right, upon written notice to the Agent and satisfaction setting forth the amount of such increase (the "Increase Amount"). The Agent shall give each Bank prompt notice of the Increase Conditions, to cause Amount. Each Bank shall notify the Total Commitment to increase by an amount not at any time exceeding $50,000,000 Agent within thirty (30) days of receipt of such notice of the “Increase”), in which event Schedule 2 will be deemed to be amended to reflect the increased Commitment of each Lenderamount, if any, that of the Increase Amount which it is willing to agree to lend. The Agent shall give the Company a statement summarizing the portion of the Increase Amount which each Bank has agreed in writing to an increase lend and to add any third party financial institution that may have become a party to, and a “Lender” under, this Agreement in connection with the Increase (Company and the Agent is hereby authorized to effect such amendment on behalf of shall determine within thirty (30) days the Lenders and the Borrower, together with other conforming amendments); provided, however, that it shall be a condition precedent to the effectiveness portion of the Increase that the Increase Conditions Amount to be allocated to each Bank. The Company shall have been satisfied. In the event that the Increase results in any change cause there to be executed and delivered to the Commitment Percentage of any Lender, then on Agent at or prior to the effective date of such Increase the increase in the Total Commitment (i) new Notes representing such increase, together with such resolutions, opinions, certificates and other instruments as the Agent shall reasonably request, including a certificate of a Responsible Officer reaffirming as of the date of such increase all of the representations and warranties set forth in Section 3 hereof. Each Bank in its sole discretion shall determine whether to make available any new Lenderportion of the Increase Amount, and nothing contained in this Section 2.08(c) shall be construed to require any existing Lender whose Commitment has increased, increase by a Bank. Exhibit A shall pay be amended at the time of such increase to reflect the Agent such amounts as are necessary to fund its new or increased Applicable Commitment Percentage of each Bank. Any fees payable by reason of the Term Loan, (ii) the Agent will use the proceeds thereof to pay to all Lenders whose Commitment Percentage is decreasing such amounts as are necessary so that each such Lender’s participation in the existing Term Loan will be equal to its adjusted Commitment Percentage, and (iii) if the effective date of such Increase increase in the Total Commitment occurs shall be due and payable on a the date other than the last day of an Interest Period applicable to any outstanding Libor Rate Loan, the Borrower will be responsible for Libor Breakage Costs and any other amounts payable pursuant to §4.8 on account of the payments made pursuant to clause (ii) above. No Lender shall have any obligation to such increase its Commitment in connection with the Increasebecomes effective.

Increase in Total Commitment. At any time (but at least 60 days prior a) Subject to the Maturity Date)terms and conditions set forth in this §2.11, the Borrower shall have the rightoption at any time and from time to time before the Revolving Credit Maturity Date (as the same may be extended pursuant to §2.12 below) or the Term Loan Maturity Date, upon as applicable, to request an increase in the Total Revolving Credit Commitment and/or the Total Term Loan Credit Commitment by giving written notice to the Agent (an “Increase Notice”; and satisfaction the amount of the Increase Conditions, to cause the Total Commitment to such requested increase by an amount not at any time exceeding $50,000,000 (is the “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $20,000,000.00 and increments of $5,000,000.00 in excess thereof, and the Total Commitment shall not exceed $1,950,000,000.00. In the event of the Initial Term Increase, the Borrower, the Guarantors, the Agent and the Lenders providing any of such initial Term Loan Commitment(s) shall enter into an amendment to this Agreement as is necessary to evidence such increase of the Term Loan Commitment (the “Term Loan Commitment Amendment”), and all Lenders not providing the initial Term Loan Commitments hereby consent to such limited scope amendment without future consent rights, provided that any such amendment regarding the Term Loan that is entered into without consent of the Lenders not providing the initial Term Loan Commitments shall provide that: (A) there shall be no scheduled amortization of the loans or reductions of commitments under the Term Loan Commitment (which event Schedule 2 shall not restrict any mandatory prepayments required under §3.2 below), (B) the Term Loans will rank pari passu in right of payment and with respect to security with the existing Revolving Credit Loans and the borrower and guarantors of the Term Loan Commitment shall be deemed the same as the Borrower and Guarantors with respect to the existing Revolving Credit Loans, (C) the interest rate margin, rate floors, fees, original issue discount and premium applicable to the Term Loan shall be determined by the Borrower and the Term Loan Lenders, (D) the Term Loans may participate on a pro rata or less than pro rata (but not greater than pro rata) basis in voluntary or mandatory prepayments with the Revolving Credit Loans, and (E) the final maturity date of the Term Loans shall be no earlier than the Revolving Credit Maturity Date. Upon receipt of any Increase Notice, the Agent shall consult with KCM and shall notify the Borrower of the amount of the facility fees to be amended paid to reflect any Lenders who provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, in connection with such increase in the increased Revolving Credit Commitment and/or Term Loan Commitment, as applicable, pursuant to the Agreement Regarding Fees. If the Borrower agrees to pay the facility fees so determined (and/or such other fees as may be agreed to by Borrower and Agent), the Agent shall send a notice to all Revolving Credit Lenders and/or Term Loan Lenders, as applicable (the “Additional Commitment Request Notice”) informing them of each the Borrower’s request to increase the Total Revolving Credit Commitment and/or the Total Term Loan Commitment, as applicable, and of the facility fees to be paid with respect thereto. Each Revolving Credit Lender and/or Term Loan Lender, as applicable, who desires to provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, upon such terms shall provide Agent with a written commitment letter specifying the amount of the additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and KCM shall allocate the Commitment Increase among the Revolving Credit Lenders and/or Term Loan Lenders, as applicable, who provide such commitment letters on such basis as the Agent and KCM, shall determine following consultation with the Borrower. If the additional Revolving Credit Commitments and/or Term Loan Commitments, as applicable, so provided are not sufficient to provide the full amount of the Revolving Credit Commitment Increase and/or the Term Loan Commitment Increase, as applicable, that is requested by the Borrower, then the Agent, KCM, or the Borrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be acceptable to Agent, KCM, and the Borrower) to become a Revolving Credit Lender and/or Term Loan Lender, as applicable, and provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable. The Agent shall provide all Revolving Credit Lenders and/or Term Loan Lenders, as applicable, with a notice setting forth the amount, if any, that has agreed in writing of the additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, to an increase and to add any third party financial institution that may have become a party tobe provided by each Revolving Credit Lender and/or Term Loan Lender, as applicable, and a the revised Revolving Credit Commitment Percentages and/or Term Loan Commitment Percentages, as applicable, which shall be applicable after the effective date of the Revolving Credit Commitment Increase and/or Term Loan Commitment Increase, as applicable, specified therein (the “Commitment Increase Date”). In no event shall any Lender be obligated to provide an additional Revolving Credit Commitment and/or Term Loan Commitment. (b) On any Commitment Increase Date the outstanding principal balance of the Revolving Credit Loans shall be reallocated among the Revolving Credit Lenders such that after the applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans owed to each Revolving Credit Lender shall be equal to such Lender” under’s Revolving Credit Commitment Percentage (as in effect after the applicable Commitment Increase Date) of the outstanding principal amount of all Revolving Credit Loans. The participation interests of the Revolving Credit Lenders in Letters of Credit shall be similarly adjusted. On any Commitment Increase Date, this Agreement those Revolving Credit Lenders whose Revolving Credit Commitment Percentage is increasing shall advance the funds to the Agent (in connection each case, in the applicable Currency for such Revolving Credit Loans) and the funds so advanced shall be distributed among the Revolving Credit Lenders whose Revolving Credit Commitment Percentage is decreasing as necessary to accomplish the required reallocation of the outstanding Revolving Credit Loans. The funds so advanced in Dollars shall be Base Rate Loans or Benchmark Loans, in accordance with the Increase (and the Agent is hereby authorized to effect such amendment on behalf request of the Lenders and the Borrower, together with other conforming amendmentsand the funds so advanced in an Alternative Currency shall be Benchmark Loans which are allocated among all Lenders based on their Revolving Credit Commitment Percentages. To the extent such reallocation results in certain Lenders receiving funds which are applied to Benchmark Loans prior to the last day of the applicable Interest Period or applicable Interest Payment Date, as the case may be, then the Borrower shall pay to the Agent for the account of the affected Lenders the Breakage Costs for each such Lender (provided that the parties agree to attempt to coordinate the closing of any increase of the Total Revolving Credit Commitment or Total Term Loan Commitment, as applicable, to minimize Breakage Costs that may come due); provided, however, each Lender agrees to apply any amounts received by them pursuant to this §2.11(b) first to the principal of any Base Rate Loans held by such Lender and then to the principal of Benchmark Loans held by such Lender. (c) Upon the effective date of each increase in the Total Commitment pursuant to this §2.11, (i) the Agent may unilaterally revise Schedule 1.1 to reflect the name and address, Commitment and Commitment Percentage of each Lender following such increase and the Borrower shall execute and deliver to the Agent new Revolving Credit Notes or Term Loan Notes, as applicable, for each Lender whose Commitment has changed so that it the principal amount of such Lender’s Revolving Credit Note or Term Loan Note, as applicable, shall equal its Commitment. The Agent shall deliver such replacement Revolving Credit Note and/or Term Loan Note, as applicable, to the respective Lenders in exchange for the Revolving Credit Notes and/or Term Loan Notes replaced thereby which shall be surrendered by such Lenders. Such new Revolving Credit Notes and/or Term Loan Notes, as applicable, shall provide that they are replacements for the surrendered Revolving Credit Notes and/or Term Loan Notes, as applicable, and that they do not constitute a condition novation, shall be dated as of the applicable Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes or Term Loan Notes, as applicable. In connection with the issuance of any new Revolving Credit Notes and/or Term Loan Notes, as applicable, pursuant to this §2.11(c), the Borrower shall deliver an opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes and/or Term Loan Notes, as applicable, and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement or otherwise in form and substance reasonably satisfactory to the Agent. The surrendered Revolving Credit Notes and/or Term Loan Notes, as applicable, shall be canceled and returned to the Borrower. (d) Notwithstanding anything to the contrary contained herein, the obligation of the Agent and the Revolving Credit Lenders to increase the Total Revolving Credit Commitment, and/or the Agent and the Term Loan Lenders to increase the Total Term Loan Commitment, as applicable, pursuant to this §2.11 shall be conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to the effectiveness of the Increase that the Increase Conditions shall have been satisfied. In the event that the Increase results in any change to the Commitment Percentage increase of any Lender, then on the effective date of such Increase in the Total Revolving Credit Commitment (i) any new Lender, and any existing Lender whose Commitment has increased, shall pay to or the Agent such amounts as are necessary to fund its new or increased Commitment Percentage of the Term Loan, (ii) the Agent will use the proceeds thereof to pay to all Lenders whose Commitment Percentage is decreasing such amounts as are necessary so that each such Lender’s participation in the existing Total Term Loan will be equal to its adjusted Commitment PercentageCommitment, and (iii) if the effective date of such Increase in the Total Commitment occurs on a date other than the last day of an Interest Period applicable to any outstanding Libor Rate Loan, the Borrower will be responsible for Libor Breakage Costs and any other amounts payable pursuant to §4.8 on account of the payments made pursuant to clause (ii) above. No Lender shall have any obligation to increase its Commitment in connection with the Increase.as applicable:

Increase in Total Commitment. At any time (but at least 60 days prior to the Maturity Date), the Borrower shall have the right, upon written notice to the Agent and satisfaction of the Increase Conditions, to cause the Total Commitment to increase by an amount not at any time exceeding exceeding, in the aggregate from and after the Closing Date, $50,000,000 95,000,000 (the “Increase”), in which event Schedule 2 will be deemed to be amended to reflect the increased Commitment of each Lender, if any, that has agreed in writing to an increase and to add any third party financial institution that may have become a party to, and a “Lender” under, this Agreement in connection with the Increase (and the Agent is hereby authorized to effect such amendment on behalf of the Lenders and the Borrower, together with other conforming amendments); provided, however, that it shall be a condition precedent to the effectiveness of the Increase that the Increase Conditions shall have been satisfied. In the event that the Increase results in any change to the Commitment Percentage of any Lender, then on the effective date of such Increase in the Total Commitment (i) any new Lender, and any existing Lender whose Commitment has increased, shall pay to the Agent such amounts as are necessary to fund its new or increased Commitment Percentage of the Term Loanall existing Revolving Credit Loans, (ii) the Agent will use the proceeds thereof to pay to all Lenders whose Commitment Percentage is decreasing such amounts as are necessary so that each such Lender’s participation in the existing Term Loan Revolving Credit Loans will be equal to its adjusted Commitment Percentage, and (iii) if the effective date of such Increase in the Total Commitment occurs on a date other than the last day of an Interest Period applicable to any outstanding Libor Rate Loan, the Borrower will be responsible for Libor Breakage Costs and any other amounts payable pursuant to §4.8 on account of the payments made pursuant to clause (ii) above. No Lender shall have any obligation to increase its Commitment in connection with the Increase.

Increase in Total Commitment. At any time (but at least 60 days prior to the Maturity Date), the Borrower shall have the right, upon written notice to the Agent and satisfaction of the Increase ConditionsConditions and without obtaining further consent of the Lenders, to cause the Total Commitment to increase by an amount not at any time exceeding $50,000,000 (the “Increase”), in which event Schedule 2 will be deemed to be amended to reflect the increased Commitment of each Lender, if any, that has agreed in writing to an increase and to add any third party financial institution that may have become a party to, and a “Lender” under, this Agreement in connection with the Increase (and the Agent is hereby authorized to effect such amendment on behalf of the Lenders and the Borrower, together with other conforming amendments); provided, however, that it shall be a condition precedent to the effectiveness of the Increase that the Increase Conditions shall have been satisfied. In the event that the Increase results in any change to the Commitment Percentage of any Lender, then on the effective date of such Increase in the Total Commitment (i) any new Lender, and any existing Lender whose Commitment has increased, shall pay to the Agent such amounts as are necessary to fund its new or increased Commitment Percentage of the Term Loan, and (ii) the Agent will use the proceeds thereof to pay to all Lenders whose Commitment Percentage is decreasing such amounts as are necessary so that each such Lender’s participation in the existing Term Loan will be equal to its adjusted Commitment Percentage, and (iii) if the effective date of such Increase in the Total Commitment occurs on a date other than the last day of an Interest Period applicable to any outstanding Libor Rate Loan, the Borrower will be responsible for Libor Breakage Costs and any other amounts payable pursuant to §4.8 on account of the payments made pursuant to clause (ii) above. No Lender shall have any obligation to increase its Commitment in connection with the Increase.

Increase in Total Commitment. At any time (but at least 60 days prior a) Subject to the Maturity Date)terms and conditions set forth in this §2.11, the Borrower shall have the rightoption at any time and from time to time before the Revolving Credit Maturity Date (as the same may be extended pursuant to §2.12 below) or the Term Loan Maturity Date, upon as applicable, to request an increase in the Total Revolving Credit Commitment and/or the Total Term Loan Credit Commitment by giving written notice to the Agent (an “Increase Notice”; and satisfaction the amount of the Increase Conditions, to cause the Total Commitment to such requested increase by an amount not at any time exceeding $50,000,000 (is the “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $20,000,000.00 and increments of $5,000,000.00 in excess thereof, and the Total Commitment shall not exceed $1,950,000,000.00. In the event of the Initial Term Increase, the Borrower, the Guarantors, the Agent and the Lenders providing any of such initial Term Loan Commitment(s) shall enter into an amendment to this Agreement as is necessary to evidence such increase of the Term Loan Commitment (the “Term Loan Commitment Amendment”), and all Lenders not providing the initial Term Loan Commitments hereby consent to such limited scope amendment without future consent rights, provided that any such amendment regarding the Term Loan that is entered into without consent of the Lenders not providing the initial Term Loan Commitments shall provide that: (A) there shall be no scheduled amortization of the loans or reductions of commitments under the Term Loan Commitment (which event Schedule 2 shall not restrict any mandatory prepayments required under §3.2 below), (B) the Term Loans will rank pari passu in right of payment and with respect to security with the existing Revolving Credit Loans and the borrower and guarantors of the Term Loan Commitment shall be deemed the same as the Borrower and Guarantors with respect to the existing Revolving Credit Loans, (C) the interest rate margin, rate floors, fees, original issue discount and premium applicable to the Term Loan shall be determined by the Borrower and the Term Loan Lenders, (D) the Term Loans may participate on a pro rata or less than pro rata (but not greater than pro rata) basis in voluntary or mandatory prepayments with the Revolving Credit Loans, and (E) the final maturity date of the Term Loans shall be no earlier than the Revolving Credit Maturity Date. Upon receipt of any Increase Notice, the Agent shall consult with KCM and shall notify the Borrower of the amount of the facility fees to be amended paid to reflect any Lenders who provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, in connection with such increase in the increased Revolving Credit Commitment and/or Term Loan Commitment, as applicable, pursuant to the Agreement Regarding Fees. If the Borrower agrees to pay the facility fees so determined (and/or such other fees as may be agreed to by Borrower and Agent), the Agent shall send a notice to all Revolving Credit Lenders and/or Term Loan Lenders, as applicable (the “Additional Commitment Request Notice”) informing them of each the Borrower’s request to increase the Total Revolving Credit Commitment and/or the Total Term Loan Commitment, as applicable, and of the facility fees to be paid with respect thereto. Each Revolving Credit Lender and/or Term Loan Lender, as applicable, who desires to provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, upon such terms shall provide Agent with a written commitment letter specifying the amount of the additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and KCM shall allocate the Commitment Increase among the Revolving Credit Lenders and/or Term Loan Lenders, as applicable, who provide such commitment letters on such basis as the Agent and KCM, shall determine following consultation with the Borrower. If the additional Revolving Credit Commitments and/or Term Loan Commitments, as applicable, so provided are not sufficient to provide the full amount of the Revolving Credit Commitment Increase and/or the Term Loan Commitment Increase, as applicable, that is requested by the Borrower, then the Agent, KCM, or the Borrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be acceptable to Agent, KCM, and the Borrower) to become a Revolving Credit Lender and/or Term Loan Lender, as applicable, and provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable. The Agent shall provide all Revolving Credit Lenders and/or Term Loan Lenders, as applicable, with a notice setting forth the amount, if any, that has agreed in writing of the additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, to an increase and to add any third party financial institution that may have become a party tobe provided by each Revolving Credit Lender and/or Term Loan Lender, as applicable, and a the revised Revolving Credit Commitment Percentages and/or Term Loan Commitment Percentages, as applicable, which shall be applicable after the effective date of the Revolving Credit Commitment Increase and/or Term Loan Commitment Increase, as applicable, specified therein (the “Commitment Increase Date”). In no event shall any Lender be obligated to provide an additional Revolving Credit Commitment and/or Term Loan Commitment. (b) On any Commitment Increase Date the outstanding principal balance of the Revolving Credit Loans shall be reallocated among the Revolving Credit Lenders such that after the applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans owed to each Revolving Credit Lender shall be equal to such Lender” under’s Revolving Credit Commitment Percentage (as in effect after the applicable Commitment Increase Date) of the outstanding principal amount of all Revolving Credit Loans. The participation interests of the Revolving Credit Lenders in Letters of Credit shall be similarly adjusted. On any Commitment Increase Date, this Agreement those Revolving Credit Lenders whose Revolving Credit Commitment Percentage is increasing shall advance the funds to the Agent (in connection each case, in the applicable Currency for such Revolving Credit Loans) and the funds so advanced shall be distributed among the Revolving Credit Lenders whose Revolving Credit Commitment Percentage is decreasing as necessary to accomplish the required reallocation of the outstanding Revolving Credit Loans. The funds so advanced in Dollars shall be Base Rate Loans or Benchmark Loans, in accordance with the Increase (and the Agent is hereby authorized to effect such amendment on behalf request of the Lenders and the Borrower, together with other conforming amendmentsand the funds so advanced in an Alternative Currency shall be Benchmark Loans which are allocated among all Lenders based on their Revolving Credit Commitment Percentages. To the extent such reallocation results in certain Lenders receiving funds which are applied to Benchmark Loans prior to the last day of the applicable Interest Period or applicable Interest Payment Date, as the case may be, then the Borrower shall pay to the Agent for the account of the affected Lenders the Breakage Costs for each such Lender (provided that the parties agree to attempt to coordinate the closing of any increase of the Total Revolving Credit Commitment or Total Term Loan Commitment, as applicable, to minimize Breakage Costs that may come due); provided, however, each Lender agrees to apply any amounts received by them pursuant to this §2.11(b) first to the principal of any Base Rate Loans held by such Lender and then to the principal of Benchmark Loans held by such Lender. (c) Upon the effective date of each increase in the Total Commitment pursuant to this §2.11, (i) the Agent may unilaterally revise Schedule 1.1 to reflect the name and address, Commitment and Commitment Percentage of each Lender following such increase and the Borrower shall execute and deliver to the Agent new Revolving Credit Notes or Term Loan Notes, as applicable, for each Lender whose Commitment has changed so that it the principal amount of such Lender’s Revolving Credit Note or Term Loan Note, as applicable, shall equal its Commitment. The Agent shall deliver such replacement Revolving Credit Note and/or Term Loan Note, as applicable, to the respective Lenders in exchange for the Revolving Credit Notes and/or Term Loan Notes replaced thereby which shall be surrendered by such Lxxxxxx. Such new Revolving Credit Notes and/or Term Loan Notes, as applicable, shall provide that they are replacements for the surrendered Revolving Credit Notes and/or Term Loan Notes, as applicable, and that they do not constitute a condition novation, shall be dated as of the applicable Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes or Term Loan Notes, as applicable. In connection with the issuance of any new Revolving Credit Notes and/or Term Loan Notes, as applicable, pursuant to this §2.11(c), the Borrower shall deliver an opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes and/or Term Loan Notes, as applicable, and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement or otherwise in form and substance reasonably satisfactory to the Agent. The surrendered Revolving Credit Notes and/or Term Loan Notes, as applicable, shall be canceled and returned to the Borrower. (d) Notwithstanding anything to the contrary contained herein, the obligation of the Agent and the Revolving Credit Lenders to increase the Total Revolving Credit Commitment, and/or the Agent and the Term Loan Lenders to increase the Total Term Loan Commitment, as applicable, pursuant to this §2.11 shall be conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to the effectiveness of the Increase that the Increase Conditions shall have been satisfied. In the event that the Increase results in any change to the Commitment Percentage increase of any Lender, then on the effective date of such Increase in the Total Revolving Credit Commitment (i) any new Lender, and any existing Lender whose Commitment has increased, shall pay to or the Agent such amounts as are necessary to fund its new or increased Commitment Percentage of the Term Loan, (ii) the Agent will use the proceeds thereof to pay to all Lenders whose Commitment Percentage is decreasing such amounts as are necessary so that each such Lender’s participation in the existing Total Term Loan will be equal to its adjusted Commitment PercentageCommitment, and (iii) if the effective date of such Increase in the Total Commitment occurs on a date other than the last day of an Interest Period applicable to any outstanding Libor Rate Loan, the Borrower will be responsible for Libor Breakage Costs and any other amounts payable pursuant to §4.8 on account of the payments made pursuant to clause (ii) above. No Lender shall have any obligation to increase its Commitment in connection with the Increase.as applicable:

Increase in Total Commitment. At The Borrower may, at any time and from time to time, increase the Total Commitment (but at least 60 days prior to the Maturity Date"Additional Commitments") by adding additional Persons as Lenders hereunder or by increasing the Commitments of existing Lenders with (in the latter case) the consent of such Lenders (in their sole discretion), or any combination thereof. The right to increase the Total Commitment by Additional Commitments shall be conditional upon compliance with the following conditions: (a) no Default or Event of Default shall have occurred and be continuing and the Borrower shall have the right, upon written notice delivered to the Agent (i) an officer's certificate confirming the absence of any Default or Event of Default and satisfaction of the Increase Conditions, also confirming (A) its corporate authorization to cause the Total Commitment to make such increase by an amount not at any time exceeding $50,000,000 (the “Increase”and attaching a copy thereof), (B) the truth and accuracy of its representations and warranties in which event Schedule 2 will be deemed to be amended to reflect the increased Commitment of each LenderSection 7.1 and (C) that no consent, if any, that has agreed in writing to an approvals or authorizations are required for such increase and to add any third party financial institution that may have become a party to, and a “Lender” under, this Agreement in connection with the Increase (and the Agent is hereby authorized to effect such amendment on behalf of the Lenders and the Borrower, together with other conforming amendments); provided, however, that it shall be a condition precedent to the effectiveness of the Increase that the Increase Conditions shall except as have been satisfied. In the event that the Increase results unconditionally obtained and are in any change to the Commitment Percentage of any Lenderfull force and effect, then on unamended), each as at the effective date of such Increase in increase and (ii) a satisfactory legal opinion from Borrower's Counsel confirming items (A) and (C) above and the Total Commitment enforceability of the documentation giving effect to such increase; (ib) after giving effect to any new such increase, the Senior Secured Obligations shall not exceed the Senior Secured Obligations Limit; (c) if such Person being added as a Lender is not an existing Lender, the Agent, the LC Issuer and the Swing Line Lender shall have consented to any Person becoming a Lender, such consent not to be unreasonably withheld; (d) the Borrower and the existing Lender whose Commitment has increasedLenders or the Person being added, as the case may be, shall pay execute and deliver such documentation as may be required by the Agent, acting reasonably, to effect the increase in question (including the partial assignment of Loan Indebtedness or purchase of Commitments from the Lenders to the Agent such amounts as are extent necessary to fund ensure that, after giving effect to such increase, each Lender holds its new or increased Commitment Percentage Pro Rata Share of the Term Loanoutstanding Loan Indebtedness) and, if applicable, to novate such new Person as a Lender under the Loan Documents; and (iie) the Agent will use the proceeds thereof prepare and distribute to pay to all Lenders whose Commitment Percentage is decreasing such amounts as are necessary so that each such Lender’s participation in the existing Term Loan will be equal to its adjusted Commitment Percentage, and (iii) if the effective date of such Increase in the Total Commitment occurs on a date other than the last day of an Interest Period applicable to any outstanding Libor Rate Loan, the Borrower will be responsible for Libor Breakage Costs and any other amounts payable pursuant to §4.8 on account of the payments made pursuant to clause (ii) above. No Lender shall have any obligation to increase its Commitment in connection with Lenders a revised Schedule A which reflects the IncreaseAdditional Commitments.

Increase in Total Commitment. At any time (but at least 60 days prior to the Maturity Date), the Borrower shall have the right, upon written notice to the Agent and satisfaction of the Increase Conditions, to cause the Total Commitment to increase by an amount not at any time exceeding exceeding, in the aggregate from and after the Closing Date, $50,000,000 100,000,000 (the “Increase”), in which event Schedule 2 will be deemed to be amended to reflect the increased Commitment of each Lender, if any, that has agreed in writing to an increase and to add any third party financial institution that may have become a party to, and a “Lender” under, this Agreement in connection with the Increase (and the Agent is hereby authorized to effect such amendment on behalf of the Lenders and the Borrower, together with other conforming amendments); provided, however, that it shall be a condition precedent to the effectiveness of the Increase that the Increase Conditions shall have been satisfied. In the event that the Increase results in any change to the Commitment Percentage of any Lender, then on the effective date of such Increase in the Total Commitment (i) any new Lender, and any existing Lender whose Commitment has increased, shall pay to the Agent such amounts as are necessary to fund its new or increased Commitment Percentage of the Term Loanall existing Revolving Credit Loans, (ii) the Agent will use the proceeds thereof to pay to all Lenders whose Commitment Percentage is decreasing such amounts as are necessary so that each such Lender’s participation in the existing Term Loan Revolving Credit Loans will be equal to its adjusted Commitment Percentage, and (iii) if the effective date of such Increase in the Total Commitment occurs on a date other than the last day of an Interest Period applicable to any outstanding Libor Rate Loan, the Borrower will be responsible for Libor Breakage Costs and any other amounts payable pursuant to §4.8 on account of the payments made pursuant to clause (ii) above. No Lender shall have any obligation to increase its Commitment in connection with the Increase.

Increase in Total Commitment. At any time (but at least 60 days prior to the Maturity Date), the Borrower shall have the right, upon written notice to the Agent and satisfaction of the Increase Conditions, to cause the Total Commitment to increase by an amount not at any time exceeding $50,000,000 35,000,000 in the aggregate (the “Increase”), in which event Schedule 2 will be deemed to be amended to reflect the increased Commitment of each Lender, if any, that has agreed in writing to an increase and to add any third party financial institution that may have become a party to, and a “Lender” under, this Agreement in connection with the Increase (and the Agent is hereby authorized to effect such amendment on behalf of the Lenders and the Borrower, together with other conforming amendments); provided, however, that it shall be a condition precedent to the effectiveness of the Increase that the Increase Conditions shall have been satisfied. In the event that the Increase results in any change to the Commitment Percentage of any Lender, then on the effective date of such Increase in the Total Commitment (i) any new Lender, and any existing Lender whose Commitment has increased, shall pay to the Agent such amounts as are necessary to fund its new or increased Commitment Percentage of the Term Loan, (ii) the Agent will use the proceeds thereof to pay to all Lenders whose Commitment Percentage is decreasing such amounts as are necessary so that each such Lender’s participation in the existing Term Loan will be equal to its adjusted Commitment Percentage, and (iii) if the effective date of such Increase in the Total Commitment occurs on a date other than the last day of an Interest Period applicable to any outstanding Libor Rate Loan, the Borrower will be responsible for Libor Breakage Costs and any other amounts payable pursuant to §4.8 on account of the payments made pursuant to clause (ii) above. No Lender shall have any obligation to increase its Commitment in connection with the Increase.