Common use of Incremental Commitment Increase Clause in Contracts

Incremental Commitment Increase. Subject to the satisfaction of each of the conditions set forth in Section 3 of this Amendment and pursuant to terms and conditions of Section 5.13 of the Credit Agreement as amended hereby, (a) each Incremental Lender elects to provide, and hereby commits to provide, and does hereby provide, the portion of the August 2014 Incremental Commitment Increase set forth opposite its name in Annex I attached hereto effective as of the Effective Date defined below, (b) the Required Lenders and such Incremental Lenders hereby (i) waive the ten (10) Business Day notice requirement with respect to such Incremental Commitment Increase set forth in Section 5.13(a) of the Credit Agreement and (ii) agree, for the avoidance of doubt, that the proposed amendment to Section 5.13(a)(G) of the Credit Agreement contemplated above in Section 1 shall be deemed simultaneously effective with the effectiveness of the August 2014 Incremental Commitment Increase, (c) the outstanding Revolving Credit Loans and Commitment Percentages of Swingline Loans and L/C Obligations shall be reallocated by the Administrative Agent on the Effective Date among the Lenders and the Incremental Lenders in accordance with their revised Commitment Percentages as provided in Annex I hereto, and the Lenders (including the Incremental Lenders providing such Incremental Commitment Increase) agree to make all payments and adjustments necessary to effect such reallocation and the Borrower shall pay any and all costs required pursuant to Section 5.9 of the Credit Agreement in connection with such reallocation as if such reallocation were a repayment, (d) the New Lender hereby agrees to be bound by the provisions of the Credit Agreement and agrees that is shall, upon the Effective Date, become a Lender for all purposes of the Credit Agreement and other Loan Documents, (e) this Agreement, as it pertains to the New Lender, shall constitute a Lender Joinder Agreement for all purposes under the Credit Agreement and (f) as provided in Section 5.13(b), the New Lender shall be included in each determination of the Required Lenders to the extent provided by the Credit Agreement, including for purposes of determining the effectiveness of this Amendment under Section 3, which determination shall be deemed to have been made concurrently with the effectiveness of this Agreement and joinder of the New Lender. The August 2014 Incremental Commitment Increase shall constitute an “Incremental Commitment Increase” for all purposes under the Credit Agreement and, after giving effect to such August 2014 Incremental Commitment Increase, any subsequent Incremental Commitment Increases shall be limited to an aggregate principal amount of up to $15,000,000 as provided under Section 5.13(a)(1) of the Credit Agreement.

Incremental Commitment Increase. Subject to the satisfaction of each of the terms and conditions set forth below, prior to the Maturity Date, the Aggregate Commitments in Section 3 effect at any time may be increased one or more times (each a “Commitment Increase”), at the request of this Amendment the Borrower and with the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld), provided that the Aggregate Commitments, together with the aggregate outstanding principal amount of Loans following any Commitment Increase, shall not exceed $420,000,000.00. Any Commitment Increase shall be for a minimum of $1,000,000 (or increments of $1,000,000 in excess thereof) and shall be effectuated pursuant to the following procedures: (a) Not less than five (5) Business Days prior to the proposed effective date of any Commitment Increase, the Borrower shall notify the Administrative Agent in writing of its request for a Commitment Increase (an “Increase Request”), including the intended date and amount thereof. All other terms and conditions of Section 5.13 applicable to such Commitment Increase shall be the same as applicable to the Commitments in general. Such Increase Request shall be accompanied by a certificate from a Senior Designated Officer of the Credit Agreement as amended herebyBorrower certifying to the Administrative Agent that (A) no other approvals or consents from any Person are required by any such Person except to the extent they have been received, (aB) each Incremental Lender elects no Default or Event of Default has occurred and is continuing, (C) no Asset Base Deficiency would exist immediately following the requested Commitment Increase and (D) the Aggregate Commitments plus the aggregate outstanding principal amount of Loans following such Commitment Increase would not exceed $420,000,000.00. (b) The Borrower may propose to provide, and hereby commits the Administrative Agent any existing Lenders to provide, and does hereby provide, fund such Commitment Increase or any additional new lenders which are reasonably acceptable to the Administrative Agent (“New Lenders”) who agree to commit to that portion of the August 2014 Incremental Commitment Increase. Thus, the Commitment Increase set forth opposite its name shall be effected by an increase in Annex I attached hereto effective as any one or more of the Effective Date defined belowexisting Lenders’ Commitments, and/or by the addition of the Commitments of New Lender(s) (b) in each case, the Required Lenders and such Incremental Lenders hereby (i) waive “Participating Lenders”). Any New Lender who agrees to commit to that portion of the ten (10) Business Day notice requirement with respect to such Incremental Commitment Increase set forth in Section 5.13(a) of requested by the Credit Agreement Borrower shall execute and (ii) agree, for the avoidance of doubt, that the proposed amendment deliver to Section 5.13(a)(G) of the Credit Agreement contemplated above in Section 1 shall be deemed simultaneously effective with the effectiveness of the August 2014 Incremental Commitment Increase, (c) the outstanding Revolving Credit Loans and Commitment Percentages of Swingline Loans and L/C Obligations shall be reallocated by the Administrative Agent on a New Lender Agreement (a “New Lender Agreement”) in substantially the Effective Date among the Lenders and the Incremental Lenders in accordance with their revised Commitment Percentages form attached hereto as provided in Annex I heretoExhibit M, setting forth its Commitment, and the Lenders (including the Incremental Lenders providing upon effectiveness of such Incremental Commitment Increase) agree to make all payments and adjustments necessary to effect such reallocation and the Borrower shall pay any and all costs required pursuant to Section 5.9 of the Credit Agreement in connection with such reallocation as if such reallocation were a repayment, (d) the New Lender hereby agrees to be bound by the provisions of the Credit Agreement and agrees that is shall, upon the Effective Date, such New Lender shall become a Lender for all purposes of the Credit Agreement and other Loan Documents, (e) this Agreement, as it pertains to the New Lender, shall constitute same extent as if originally a Lender Joinder Agreement for all purposes under the Credit Agreement party hereto and (f) as provided in Section 5.13(b), the New Lender shall be included in each determination of the Required Lenders bound by and entitled to the extent provided by the benefits of this Credit Agreement, including for purposes of determining and the effectiveness of this Amendment under Section 3, which determination signature pages hereof shall be deemed to have been made concurrently with be amended to add the effectiveness name of this Agreement and joinder of the such New Lender. The August 2014 Incremental Each New Lender Agreement shall be irrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of all other New Lenders. No existing Lender shall have any obligation or responsibility to fund a Commitment Increase requested by the Borrower. An existing Lender that accepts an offer to it by the Borrower to increase its Commitment pursuant to this Section 2.10 shall be bound by and entitled to the benefits of this Credit Agreement with respect to the full amount of its Commitment as so increased, including, but not limited to, an increase in its overall Commitment percentage. (c) Notwithstanding the foregoing, final allocation of the Commitment Increase shall constitute an “Incremental be at the sole discretion of the Administrative Agent and the Borrower; provided, that each Participating Lender agrees to accept any allocation amount designated by the Borrower and the Administrative Agent that is equal to or less than such portion of the Commitment Increase” for all purposes under Increase that the Credit Agreement andParticipating Lender previously committed to. To the extent that the Commitment Increase is effected pursuant to this Section 2.10, after giving effect the Administrative Agent and the Borrower shall amend Schedule 1 hereto to such August 2014 Incremental reflect the Commitment Increase, which amendment shall not require the additional consent of any subsequent Incremental Commitment Increases Lender or other Person, and the Borrower shall be limited deliver new Notes to an aggregate principal amount any Participating Lender requesting a Note (or replacement Note in the case of up to $15,000,000 as provided under Section 5.13(a)(1) of the Credit Agreementany existing Lender).

Incremental Commitment Increase. Subject to the satisfaction of each of the terms and conditions set forth below, prior to the Revolving Credit Termination Date, the total aggregate Commitment may be increased from time to time (each a “Commitment Increase”), at the request of the Borrowers and with the prior written consent of the Agent (such consent not to be unreasonably withheld), provided that the amount of Commitment Increases from time to time shall not exceed $25,000,000 in Section 3 the aggregate. The Borrowers may request Commitment Increases and such requests shall be for a minimum of this Amendment and $1,000,000 (or increments of $1,000,000 in excess thereof). Any Commitment Increase shall be effectuated pursuant to the following procedures: (a) Not less than thirty (30) days prior to the proposed effective date of any Commitment Increase, the Borrowers shall notify the Agent in writing of their request for a Commitment Increase (an “Increase Request”), including the intended date and amount thereto. All other terms and conditions applicable to such Commitment Increase shall be the same as applicable to the Commitment in general. Each Increase Request shall be accompanied by (i) a certificate from the Borrowers certifying to the Agent that (A) no other approvals or consents from any Person are required by any such Person except to the extent they have been received and (B) no Default or Event of Section 5.13 of the Credit Agreement as amended hereby, (a) each Incremental Lender elects to provideDefault has occurred and is continuing, and hereby commits (ii) financial projections in form and substance reasonably acceptable to provide, the Agent and does hereby provide, demonstrating compliance with the portion of the August 2014 Incremental Commitment Increase financial covenants set forth opposite its name in Annex I attached hereto effective as Article X hereof throughout the term of the Effective Date defined below, this Agreement after giving effect to such Commitment Increase. (b) The Agent shall promptly notify existing Lenders of such request by the Required Lenders Borrowers and each such Incremental Lenders hereby (i) waive the Lender shall have ten (10) Business Day notice requirement with respect Days in which to notify the Agent in writing of such Incremental Lender’s intent to participate in such increase (each an “Existing Participating Lender”), and the amount of such Commitment Increase set forth such Existing Participating Lender is willing to commit to (which amount shall be allocated to each Existing Participating Lender according to their existing pro rata shares should there be an over-commitment) which notice shall be irrevocable once received by Agent. Notwithstanding the foregoing, in Section 5.13(ano event shall the Agent be obligated to agree to any Commitment Increase nor shall any Lender be obligated to participate in any Commitment Increase. Participation in any such Commitment Increase shall be completely optional and at the sole discretion of each Lender. (c) To the extent that the entire Commitment Increase requested by the Borrowers and consented to by Agent is not accepted by Existing Participating Lenders, the Borrowers may propose to Agent additional new lenders acceptable to Agent (“New Lenders”) who agree to commit to that portion of the Credit Agreement Commitment Increase not accepted by Existing Participating Lenders. Thus, any Commitment Increase shall be effected by an increase in any one or more of the Existing Participating Lenders’ Commitments, and/or by the addition of the Commitments of New Lender(s) (in each case, the “Participating Lenders”). (d) Notwithstanding the foregoing, (i) final allocation of each Commitment Increase shall be at the sole discretion of the Agent and the Borrowers; and each Participating Lender shall commit to an amount not less than $1,000,000, but shall accept any allocation amount designated by the Borrowers and the Agent that is equal to or less than its proposed portion of such Commitment Increase and (ii) agree, for during the avoidance of doubt, that first thirty (30) Business Days following the proposed amendment to Section 5.13(a)(G) of the Credit Agreement contemplated above in Section 1 shall be deemed simultaneously effective with the effectiveness of the August 2014 Incremental Commitment Increase, (c) the outstanding Revolving Credit Loans and Commitment Percentages of Swingline Loans and L/C Obligations shall be reallocated by the Administrative Agent on the Effective Date among the Lenders and the Incremental Lenders in accordance with their revised Commitment Percentages as provided in Annex I hereto, and the Lenders (including the Incremental Lenders providing such Incremental Commitment Increase) agree to make all payments and adjustments necessary to effect such reallocation and the Borrower shall pay any and all costs required pursuant to Section 5.9 of the Credit Agreement in connection with such reallocation as if such reallocation were a repayment, (d) the New Lender hereby agrees to be bound by the provisions of the Credit Agreement and agrees that is shall, upon the Effective Closing Date, become a Lender for all purposes of the Credit Agreement and other Loan Documents, Borrowers may request Commitment Increases adding New Lenders upon not less than five (e5) this Agreement, as it pertains Business Days prior written notice to the New LenderAgent, shall constitute a Lender Joinder Agreement for all purposes under the Credit Agreement and (f) as provided in Section 5.13(b), the New Lender shall be included in each determination without being required to offer any portion of the Required Lenders to the extent provided by the Credit Agreement, including for purposes of determining the effectiveness of this Amendment under Section 3, which determination shall be deemed to have been made concurrently with the effectiveness of this Agreement and joinder of the New Lender. The August 2014 Incremental such Commitment Increase shall constitute an “Incremental Commitment Increase” for all purposes under the Credit Agreement and, after giving effect to such August 2014 Incremental Commitment Increase, any subsequent Incremental Commitment Increases shall be limited to an aggregate principal amount of up to $15,000,000 as provided under Section 5.13(a)(1) of the Credit Agreementexisting Lender.

Incremental Commitment Increase. Subject to the satisfaction of each of the terms and conditions set forth below, prior to the Revolving Credit Termination Date, the total aggregate Commitment may be increased once (the “Commitment Increase”), at the request of the Borrowers and with the prior written consent of the Agent (such consent not to be unreasonably withheld), provided that the total Commitment Increase shall not exceed $25,000,000. The Borrowers may request no more than one Commitment Increase and such request shall be for a minimum of $5,000,000 (or increments of $2,500,000 in Section 3 of this Amendment and excess thereof). The Commitment Increase shall be effectuated pursuant to the following procedures: (a) Not less than 30 days prior to the proposed effective date of the Commitment Increase, the Borrowers shall notify the Agent in writing of their request for a Commitment Increase (an “Increase Request”), including the intended date and amount thereto. All other terms and conditions applicable to such Commitment Increase shall be the same as applicable to the Commitment in general. Such Increase Request shall be accompanied by (i) a certificate from the Borrowers certifying to the Agent that (A) no other approvals or consents from any Person are required by any such Person except to the extent they have been received and (B) no Default or Event of Section 5.13 of the Credit Agreement as amended hereby, (a) each Incremental Lender elects to provideDefault has occurred and is continuing, and hereby commits (ii) financial projections in form and substance reasonably acceptable to provide, the Agent and does hereby provide, demonstrating compliance with the portion Financial Covenants throughout the term of this Agreement after giving effect to the August 2014 Incremental Commitment Increase set forth opposite its name in Annex I attached hereto effective as of the Effective Date defined below, Increase. (b) The Agent shall promptly notify existing Lenders of such request by the Required Lenders Borrowers and each such Incremental Lenders hereby (i) waive the Lender shall have ten (10) Business Day notice requirement with respect Days in which to notify the Agent in writing of such Incremental Lender’s intent to participate in such increase (each an “Existing Participating Lender”), and the amount of the Commitment Increase set forth in Section 5.13(a) of the Credit Agreement and such Existing Participating Lender is willing to commit to (ii) agree, for the avoidance of doubt, that the proposed amendment to Section 5.13(a)(G) of the Credit Agreement contemplated above in Section 1 which amount shall be deemed simultaneously effective with allocated to each Existing Participating Lender according to their existing Pro Rata Shares should there be an over-commitment) which notice shall be irrevocable once received by Agent. Notwithstanding the effectiveness of foregoing, in no event shall the August 2014 Incremental Agent be obligated to agree to any Commitment Increase nor shall any Lender be obligated to participate in any Commitment Increase, . Participation in any such Commitment Increase shall be completely optional and at the sole discretion of each Lender. (c) To the outstanding Revolving Credit Loans extent that the entire Commitment Increase requested by the Borrowers and consented to by Agent is not accepted by Existing Participating Lenders, the Borrowers may propose to Agent additional new lenders acceptable to Agent and Required Lenders (“New Lenders”) who agree to commit to that portion of the Commitment Percentages of Swingline Loans and L/C Obligations Increase not accepted by Existing Participating Lenders. Thus, any Commitment Increase shall be reallocated effected by an increase in any one or more of the Existing Participating Lenders’ Commitments, and/or by the Administrative Agent on the Effective Date among the Lenders and the Incremental Lenders in accordance with their revised Commitment Percentages as provided in Annex I hereto, and the Lenders (including the Incremental Lenders providing such Incremental Commitment Increase) agree to make all payments and adjustments necessary to effect such reallocation and the Borrower shall pay any and all costs required pursuant to Section 5.9 addition of the Credit Agreement Commitments of New Lender(s) (in connection with such reallocation as if such reallocation were a repaymenteach case, the “Participating Lenders”). (d) Notwithstanding the New Lender hereby agrees to be bound by the provisions foregoing, final allocation of the Credit Agreement and agrees that is shall, upon the Effective Date, become a Lender for all purposes of the Credit Agreement and other Loan Documents, (e) this Agreement, as it pertains to the New Lender, shall constitute a Lender Joinder Agreement for all purposes under the Credit Agreement and (f) as provided in Section 5.13(b), the New Lender shall be included in each determination of the Required Lenders to the extent provided by the Credit Agreement, including for purposes of determining the effectiveness of this Amendment under Section 3, which determination shall be deemed to have been made concurrently with the effectiveness of this Agreement and joinder of the New Lender. The August 2014 Incremental Commitment Increase shall constitute be at the sole discretion of the Agent and the Borrowers; and each Participating Lender shall commit to an “Incremental amount not less than $1,000,000, but shall accept any allocation amount designated by the Borrowers and the Agent that is equal to or less than its proposed portion of the Commitment Increase” for all purposes under the Credit Agreement and, after giving effect to such August 2014 Incremental Commitment Increase, any subsequent Incremental Commitment Increases shall be limited to an aggregate principal amount of up to $15,000,000 as provided under Section 5.13(a)(1) of the Credit Agreement.

Incremental Commitment Increase. Subject to the satisfaction of each of the terms and conditions set forth below, prior to the Availability Termination Date, the total Aggregate Commitment may be increased from time to time (each a "Commitment Increase"), at the request of the Borrower and with the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld), provided that the aggregate amount of Commitment Increases shall not exceed $25,000,000 and the Aggregate Commitments following any Commitment Increase shall not exceed $135,000,000. Each Commitment Increase shall be for a minimum of $5,000,000 (or increments of $2,500,000 in Section 3 of this Amendment excess thereof) and shall be effectuated pursuant to the following procedures: (a) Not less than 10 days prior to the proposed effective date of any Commitment Increase, the Borrower shall notify the Administrative Agent in writing of their request for a Commitment Increase (an "Increase Request"), including the intended date and amount thereto. All other terms and conditions applicable to such Commitment Increase shall be the same as applicable to the Commitment in general. Such Increase Request shall be accompanied by (i) a certificate from the Borrower certifying to the Administrative Agent that (A) no other approvals or consents from any Person are required by any such Person except to the extent they have been received and (B) no Default or Event of Section 5.13 of the Credit Agreement as amended hereby, (a) each Incremental Lender elects to provideDefault has occurred and is continuing, and hereby commits (ii) financial projections in form and substance reasonably acceptable to provide, the Administrative Agent and does hereby provide, demonstrating compliance with Section 10 throughout the portion term of the August 2014 Incremental this Agreement after giving effect to such Commitment Increase set forth opposite its name in Annex I attached hereto effective as of the Effective Date defined below, Increase. (b) The Administrative Agent shall promptly notify existing Lenders of such request by the Required Lenders Borrower and each such Incremental Lenders hereby (i) waive the Lender shall have ten (10) Business Day notice requirement with respect Days in which to such Incremental Commitment Increase set forth in Section 5.13(a) of the Credit Agreement and (ii) agree, for the avoidance of doubt, that the proposed amendment to Section 5.13(a)(G) of the Credit Agreement contemplated above in Section 1 shall be deemed simultaneously effective with the effectiveness of the August 2014 Incremental Commitment Increase, (c) the outstanding Revolving Credit Loans and Commitment Percentages of Swingline Loans and L/C Obligations shall be reallocated by notify the Administrative Agent on the Effective Date among the Lenders and the Incremental Lenders in accordance with their revised Commitment Percentages as provided writing of such Lender's intent to participate in Annex I heretosuch increase (each an "Existing Participating Lender"), and the Lenders amount of such Commitment Increase such Existing Participating Lender is willing to commit to (including which amount shall be allocated to each Existing Participating Lender according to their existing Commitment Percentages should there be an over-commitment) which notice shall be irrevocable once received by Administrative Agent. Notwithstanding the Incremental Lenders providing such Incremental foregoing, in no event shall the Administrative Agent be obligated to agree to any Commitment Increase nor shall any Lender be obligated to participate in any Commitment Increase. Participation in any such Commitment Increase shall be completely optional and at the sole discretion of each Lender. To the extent that the entire amount of any Commitment Increase requested by the Borrower and consented to by Administrative Agent is not accepted by Existing Participating Lenders, the Borrower may propose to Administrative Agent additional new lenders reasonably acceptable to Administrative Agent ("New Lenders") who agree to make all payments commit to that portion of such Commitment Increase not accepted by Existing Participating Lenders. Thus, any Commitment Increase shall be effected by an increase in any one or more of the Existing Participating Lenders' Commitments, and/or by the addition of the Commitments of New Lender(s) (in each case, the "Participating Lenders"). Notwithstanding the foregoing, final allocation of any Commitment Increase shall be at the sole discretion of the Administrative Agent and adjustments necessary the Borrower; provided, that, each Participating Lender's portion of any Commitment Increase shall be in an amount not less than $1,000,000; provided, further, that each Participating Lender agrees to effect accept any allocation amount designated by the Borrower and the Administrative Agent that is equal to or less than such reallocation portion of such Commitment Increase that the Participating Lender previously committed to. To the extent that any Commitment Increase is effected pursuant to this Section 2.11, the Administrative Agent and the Borrower shall pay any and all costs required pursuant amend Schedule 1 hereto to Section 5.9 of the Credit Agreement in connection with reflect such reallocation as if such reallocation were a repayment, (d) the New Lender hereby agrees to be bound by the provisions of the Credit Agreement and agrees that is shall, upon the Effective Date, become a Lender for all purposes of the Credit Agreement and other Loan Documents, (e) this Agreement, as it pertains to the New Lender, shall constitute a Lender Joinder Agreement for all purposes under the Credit Agreement and (f) as provided in Section 5.13(b), the New Lender shall be included in each determination of the Required Lenders to the extent provided by the Credit Agreement, including for purposes of determining the effectiveness of this Amendment under Section 3, which determination shall be deemed to have been made concurrently with the effectiveness of this Agreement and joinder of the New Lender. The August 2014 Incremental Commitment Increase shall constitute an “Incremental Commitment Increase” for all purposes under the Credit Agreement and, after giving effect to such August 2014 Incremental Commitment Increase, which amendment shall not require the additional consent of any subsequent Incremental Commitment Increases shall be limited to an aggregate principal amount of up to $15,000,000 as provided under Section 5.13(a)(1) of the Credit AgreementLender or other Person.

Incremental Commitment Increase. Subject to the satisfaction of each of the terms and conditions set forth below, prior to the Availability Termination Date, the total Aggregate Commitment may be increased from time to time (each a “Commitment Increase”), at the request of the Borrower and with the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld), provided that the aggregate amount of Commitment Increases shall not exceed $50,000,000 and the Aggregate Commitments following any Commitment Increase shall not exceed $150,000,000. Each Commitment Increase shall be for a minimum of $5,000,000 or such lesser amount as is necessary to achieve $150,000,000 in Section 3 total Commitment Increase (or increments of this Amendment $1,000,000 in excess thereof, or any amount that would achieve the full $150,000,000 in total Commitment Increase) and shall be effectuated pursuant to the following procedures: (a) Not less than 10 days prior to the proposed effective date of any Commitment Increase, the Borrower shall notify the Administrative Agent in writing of their request for a Commitment Increase (an “Increase Request”), including the intended date and amount thereof. All other terms and conditions of Section 5.13 of the Credit Agreement as amended hereby, (a) each Incremental Lender elects applicable to provide, and hereby commits to provide, and does hereby provide, the portion of the August 2014 Incremental such Commitment Increase set forth opposite its name shall be the same as applicable to the Commitment in Annex I attached hereto effective as of general. Such Increase Request shall be accompanied by a certificate from the Effective Date defined below, (b) Borrower signed by an Authorized Officer certifying to the Required Lenders and such Incremental Lenders hereby Administrative Agent (i) waive and attaching the ten (10) Business Day notice requirement with respect resolutions adopted by the Borrower approving or consenting to such Incremental Commitment Increase set forth in Section 5.13(a) of the Credit Agreement and increase, (ii) agreethat no other approvals or consents from any Person are required by any such Person except to the extent they have been received, for the avoidance (iii) that no Default or Event of doubtDefault has occurred and is continuing, (iv) that the proposed amendment financial projections in form and substance reasonably acceptable to Section 5.13(a)(G) of the Credit Agreement contemplated above in Section 1 shall be deemed simultaneously effective with the effectiveness of the August 2014 Incremental Commitment Increase, (c) the outstanding Revolving Credit Loans and Commitment Percentages of Swingline Loans and L/C Obligations shall be reallocated by the Administrative Agent on and demonstrating compliance with Section 10 throughout the Effective Date among the Lenders and the Incremental Lenders in accordance with their revised Commitment Percentages as provided in Annex I hereto, and the Lenders (including the Incremental Lenders providing such Incremental Commitment Increase) agree to make all payments and adjustments necessary to effect such reallocation and the Borrower shall pay any and all costs required pursuant to Section 5.9 of the Credit Agreement in connection with such reallocation as if such reallocation were a repayment, (d) the New Lender hereby agrees to be bound by the provisions of the Credit Agreement and agrees that is shall, upon the Effective Date, become a Lender for all purposes of the Credit Agreement and other Loan Documents, (e) this Agreement, as it pertains to the New Lender, shall constitute a Lender Joinder Agreement for all purposes under the Credit Agreement and (f) as provided in Section 5.13(b), the New Lender shall be included in each determination of the Required Lenders to the extent provided by the Credit Agreement, including for purposes of determining the effectiveness of this Amendment under Section 3, which determination shall be deemed to have been made concurrently with the effectiveness term of this Agreement and joinder of the New Lender. The August 2014 Incremental Commitment Increase shall constitute an “Incremental Commitment Increase” for all purposes under the Credit Agreement and, after giving effect to such August 2014 Incremental Commitment Increase and (v) that the conditions precedent to all Loans set forth in Section 12 are satisfied as of such date. (b) The Administrative Agent shall promptly notify existing Lenders of such request by the Borrower, which request by Borrower shall include the identification of any particular existing Lenders (each an “Existing Participating Lender”) or proposed new lenders reasonably acceptable to the Administrative Agent (each a “New Participating Lender” and, collectively with all Existing Participating Lenders, the “Participating Lenders”) to fund such increase. Evidence of the commitment of each Participating Lender to fund such amount of the Commitment Increase as is allocated to such Participating Lender by the Borrower will be obtained by Borrower from each Participating Lender and delivered to the Administrative Agent, which shall be in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, in no event shall the Administrative Agent be obligated to agree to any Commitment Increase nor shall any Lender be obligated to participate in any Commitment Increase. Participation in any such Commitment Increase shall be completely optional and at the sole discretion of each Lender. Any Commitment Increase shall be effected by an increase in any one or more of the Existing Participating Lenders’ Commitments, and/or by the addition of the Commitments of New Participating Lender(s). Notwithstanding the foregoing, final allocation of any Commitment Increase shall be at the sole discretion of the Administrative Agent and the Borrower; provided, that each Existing Participating Lender agrees to accept any allocation amount designated by the Borrower and the Administrative Agent that is equal to or less than such portion of such Commitment Increase that the Existing Participating Lender previously committed to. To the extent that any Commitment Increase is effected pursuant to this Section 2.11, the Administrative Agent and the Borrower shall amend Schedule 1 hereto to reflect such Commitment Increase, which amendment shall not require the additional consent of any subsequent Incremental Commitment Increases shall be limited to an aggregate principal amount of up to $15,000,000 as provided under Section 5.13(a)(1) of the Credit AgreementLender or other Person.

Incremental Commitment Increase. Subject (a) At any time or from time to time on or after the 30th day following the Closing Date, the Parent Borrower may by written notice to the satisfaction Administrative Agent elect to request, prior to the Maturity Date, one or more increases to the existing Commitments (any such increase, the “Incremental Commitments”), by (i) an amount not in excess of $50,000,000 and (ii) not less than $5,000,000 individually (or, such lesser amount which shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $50,000,000 and all such Incremental Commitments obtained prior to such date), and integral multiples of $1,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Parent Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 5 Business Days after the date on which such notice is delivered to the Administrative Agent, (or such shorter period as shall be reasonably acceptable to the Administrative Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Lender”) to whom the Parent Borrower proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that prior to offering such Incremental Commitments to any other Person that is an Eligible Assignee, the Parent Borrower shall first offer such Incremental Commitments to each Lender, and such Lender may increase its Commitments by its Pro Rata Share of the proposed increase amount; provided, further, that each Lender may elect or decline, in its sole discretion, to provide all or a portion of such Incremental Commitment (it being understood that any existing Lender that has not accepted or declined such offer within 5 Business Days shall be deemed to have declined such offer). Such Incremental Commitments shall become effective, as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date after giving effect to such Incremental Commitments; (2) after giving effect to the effectiveness of Incremental Commitments, each of the conditions set forth in Section 3 4.02 shall be satisfied; (3) the Senior Secured Leverage Ratio shall be no greater than 3.50 to 1.0 as of this Amendment the end of the Test Period most recently ended, in each case, giving Pro Forma Effect to such Incremental Commitments (and with respect to any Incremental Commitment, assuming a borrowing of the maximum amount of Loans available under such Incremental Commitment and any Incremental Commitments previously made pursuant to this Section 2.14), as applicable; (4) the Incremental Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrowers, the Incremental Lenders, and the Administrative Agent, and each of which shall be recorded in the Register, and each Incremental Lender shall be subject to the requirements set forth in Section 10.15; (5) the Borrowers shall make any payments required pursuant to Section 3.05 in connection with the Incremental Commitments, if applicable; and (6) the Parent Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. (b) On any Increased Amount Date, subject to the satisfaction of the foregoing terms and conditions of Section 5.13 conditions, (i) each of the Lenders shall assign to each of the Incremental Lenders, and each of the Incremental Lenders shall purchase from each of the Lenders, at the principal amount thereof, such interests in the Revolving Credit Agreement Loans outstanding on such Increased Amount Date as amended herebyshall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans will be held by existing Lenders and Incremental Lenders ratably in accordance with their Commitments after giving effect to the addition of such Incremental Commitments to the Commitments, (aii) each Incremental Commitment shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Credit Loan and (iii) each Incremental Lender elects shall become a Lender with respect to provide, the Incremental Commitment and all matters relating thereto. The Administrative Agent and the Lenders hereby commits agree that the minimum borrowing and prepayment requirements in Section 2.02 and 2.05(a) of this Agreement shall not apply to provide, and does hereby provide, the portion transactions effected pursuant to the immediately preceding sentence. (c) [Reserved]. (d) The Administrative Agent shall notify the Lenders promptly upon receipt of the August 2014 Parent Borrower’s notice of each Increased Amount Date and in respect thereof (y) the Incremental Commitment Increase set forth opposite its name Commitments and (z) the respective interests in Annex I attached hereto effective as of such Lender’s Commitments, in each case subject to the Effective Date defined below, assignments contemplated by clause (b) the Required Lenders of this Section 2.14. (e) The terms and such Incremental Lenders hereby provisions (i) waive the ten (10) Business Day notice requirement with respect to such Incremental Commitment Increase set forth in Section 5.13(aincluding interest rate) of the Credit Incremental Commitments shall be identical to those applicable to the existing Loans and Commitments. Notwithstanding the foregoing, the Borrowers shall be entitled to pay customary arrangement and up-front fees in connection with such Incremental Commitments. (f) Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents, including such amendments to the Schedules to this Agreement and the Confidential Disclosure Letter, as may be necessary or appropriate, in the reasonable opinion of Administrative Agent and the Parent Borrower to effect the provision of this Section 2.14 (ii) agreeincluding information as to any acquired business), and for the avoidance of doubt, that the proposed amendment to this Section 5.13(a)(G) of the Credit Agreement contemplated above 2.14 shall supersede any provisions in Section 1 2.13 or 10.01 to the contrary. The Borrowers may, in connection with any such Joinder Agreement, add one or more co-borrowers (so long as such additional co-borrowers provide all documentation and other information with respect to them that are required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act in a manner reasonably satisfactory to the Administrative Agent prior to becoming a co-borrower hereunder), and any such co-borrower added shall be deemed simultaneously effective a Borrower for all purposes of this Agreement. For the avoidance of doubt, any co-borrower added in connection with the effectiveness this Section 2.14(f) shall also be added as a Guarantor and provide a Guaranty of the August 2014 Incremental Commitment Increase, Obligations (cother than such entity’s Obligations as a co-borrower). (g) the outstanding Revolving Credit The Loans and Commitment Percentages of Swingline Commitments extended or established pursuant to this Section 2.14 shall constitute Loans and L/C Obligations Commitments under, and shall be reallocated entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent on to ensure and/or demonstrate that the Effective Date among Lien and security interests granted by the Lenders and the Incremental Lenders in accordance with their revised Commitment Percentages as provided in Annex I hereto, and the Lenders (including the Incremental Lenders providing such Incremental Commitment Increase) agree to make all payments and adjustments necessary to effect such reallocation and the Borrower shall pay any and all costs required pursuant to Section 5.9 of the Credit Agreement in connection with such reallocation as if such reallocation were a repayment, (d) the New Lender hereby agrees Collateral Documents continue to be bound by the provisions of the Credit Agreement and agrees that is shall, upon the Effective Date, become a Lender for all purposes of the Credit Agreement and other Loan Documents, (e) this Agreement, as it pertains to the New Lender, shall constitute a Lender Joinder Agreement for all purposes perfected under the Credit Agreement and (f) as provided in Section 5.13(b), the New Lender shall be included in each determination of the Required Lenders to the extent provided by the Credit Agreement, including for purposes of determining the effectiveness of this Amendment under Section 3, which determination shall be deemed to have been made concurrently with the effectiveness of this Agreement and joinder of the New Lender. The August 2014 Incremental Commitment Increase shall constitute an “Incremental Commitment Increase” for all purposes under the Credit Agreement and, UCC or otherwise after giving effect to the extension or establishment of any such August 2014 Incremental Commitment Increase, Loans or any subsequent Incremental Commitment Increases shall be limited to an aggregate principal amount of up to $15,000,000 as provided under Section 5.13(a)(1) of the Credit Agreementsuch Commitments.