Terms of Incremental Commitments. Unless otherwise agreed by Administrative Agent and the Lenders (including any Incremental Lender with regard to such Incremental Commitment):

Requested Increases to Commitments. Provided that no Default or Event of Default exists, at any time prior to ninety (90) days before the Maturity Date, Borrower Agent may request from time to time in writing to the Agent that the Commitments be increased, by an amount not less than $5,000,000 or higher integral multiple of $5,000,000, but in any event not to exceed $420,000,000 (total commitments), or an aggregate amount that is equal to an amount which would increase the Commitments to $420,000,000 (total commitments), according to the following procedures:

SECTION # REPRESENTATIONS AND WARRANTIES 37

Except as set forth in the BRPA SEC Reports filed prior to the date of this Agreement or as set forth on [Schedule 3.18(a)] of the BRPA Schedules, other than confidentiality and non-disclosure agreements, there are no contracts, agreements, leases, mortgages, indentures, notes, bonds, Liens, license, permit, franchise, purchase orders, sales orders or other understandings, commitments or obligations (including without limitation outstanding offers or proposals) of any kind, whether written or oral, to which BRPA or Merger Sub is a party or by or to which any of the properties or assets of BRPA or Merger Sub may be bound, subject or affected, which may not be cancelled without penalty or liability by BRPA on less than 30 days’ or less prior notice (“BRPA Contracts”). All BRPA Contracts are listed in [Schedule 3.18(a)] of the BRPA Schedules other than those that are exhibits to the BRPA SEC Reports.

Extension of Revolving Commitments. In the case of any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply:

Commitments, Engagements and Titles. In connection with the foregoing, and subject solely to the satisfaction of the conditions precedent set forth in the Conditions Exhibit:

Acceptance/Expiration of Commitments. This Commitment Letter and all commitments and undertakings of the Commitment Parties hereunder will expire at 5:00 p.m. (Pacific time) on July 15, 2017 unless you execute this Commitment Letter and each Fee Letter and return them to the Commitment Parties party thereto prior to that time (which may be by facsimile transmission or .pdf), whereupon this Commitment Letter and the Fee Letters (each of which may be signed in one or more counterparts) shall become binding agreements. Thereafter, all commitments and undertakings of the Commitment Parties hereunder will expire on the earliest of # December 31, 2017, unless the Closing Date occurs on or prior thereto, # the closing of the Acquisitions without the use of the Senior Credit Facilities, # the date you or any of your affiliates announce, or inform in writing any Commitment Party, that the Acquisitions are not proceeding and # the date the Purchase Agreements terminate by their terms without the consummation of the Acquisitions (such earliest date, the “Outside Date”).

Voluntary Reduction of Commitments. ​ (on behalf of itself and the Subsidiary Borrower) may permanently reduce the Aggregate Revolving Loan Commitment in whole, or in part ratably among the Revolving Loan Lenders of such Class, in an aggregate minimum amount of $5,000,000 with respect thereto and integral multiples of $2,500,000 in excess of that amount with respect thereto (unless the Revolving Loan Commitments of a Class are reduced in whole), upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such reduction; provided, however, that the amount of the total Revolving Loan Commitments of any Class may not be reduced below the Dollar Amount of the Revolving Credit Obligations of such Class. All accrued commitment fees in respect of such Class shall be payable on the effective date of any termination of the obligations of any Revolving Loan Lenders of such Class to make Revolving Loans of such Class hereunder.

Mandatory Termination of Commitments. All of the Revolving Commitments shall terminate on the Revolving Facility Termination Date. Upon a Term Loan Lender’s funding of its Term Loan on the Closing Date, the Term Loan Commitment of such Lender shall terminate.

Section # Negative Covenants.