Common use of Increase in Commitment Clause in Contracts

Increase in Commitment. (a) If any Underwriter shall default in its obligation to purchase the Shares which it has agreed to purchase hereunder at a Time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Increase in Commitment. So long as no Credit Event has occurred and is continuing, the Sponsor may, at any time, by written notice to the Servicer, who shall promptly notify the Participants, request that the Commitment and the aggregate principal amount of the Participating Commitments be increased to $73,000,000. No Participant (aor any successor thereto) If shall have any Underwriter obligation to increase its Participating Commitment or its other obligations under the Agreement and the other Operative Documents, and any decision by a Participant to increase its Participating Commitment shall default be made in its obligation to purchase the Shares which it has agreed to purchase hereunder at a Time of Delivery, you may in your sole discretion arrange for you or another party or independently from any other parties to purchase such Shares on the terms contained hereinParticipant. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company The Sponsor shall have the right to postpone obtain commitments from existing Participants or new banks or financial institutions in an aggregate principal amount such Time that the existing Participant Commitments, plus the aggregate principal amount of Delivery for a period of the new commitments by the Participants or new banks or financial institutions do not more than seven daysexceed $73,000,000; provided, in order to effect whatever changes may thereby however, that (1) the new banks or financial institutions must be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments reasonably acceptable to the Registration Statement Servicer, (2) the new banks or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party financial institutions must become parties to this Agreement with respect pursuant to such Shares. (b) Ifjoinder agreements in form and substance reasonably satisfactory to the Servicer, after giving effect pursuant to any arrangements for the purchase which they shall become Participants, shall be granted all of the Shares rights of a defaulting Underwriter by you Participant under this Agreement and the Company as provided other Credit Documents and shall assume all liabilities and obligations of a Participant under this Agreement and (3) if an existing Participant agrees to increase its Participating Commitment, such Participant shall execute an agreement evidencing its increase in subsection (a) aboveits Participating Commitment in form and substance satisfactory to the Servicer. Upon the execution and delivery by such existing Participant or new bank or financial institution of such agreement or joinder, the aggregate number principal amount of the Participating Commitments shall be deemed amended to include the additional Participating Commitment of such Shares which remains unpurchased does not existing Lender or the new Participating Commitment of such new bank or financial institution and the Commitment shall be increased by a corresponding amount. If the commitments received for any increase in the Commitment requested by the Sponsor exceed one-eleventh the amount of such request, the aggregate number of all Sponsor and the Shares to be purchased at such Time of Delivery, then the Company Servicer shall have the right to require each non-defaulting Underwriter decide how such commitments are allocated. If commitments for the total amount of any such request are not obtained, the Sponsor shall have the right to purchase accept the number commitments which are obtained and accept such increase in an amount less than requested. The Sponsor shall have the right to decline any such increase if the Pro Rata Share of shares which any existing Participant immediately prior to the implementation of such Underwriter agreed increase would be different immediately thereafter. The Servicer is authorized to purchase hereunder at such Time of Delivery andenter into, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) behalf of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) IfParticipants, after giving effect any amendment to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement (or, with respect or any other Operative Document as may be necessary to incorporate the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall thereupon terminate, without liability on the part terms of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultsuch increase.

Increase in Commitment. (ai) If At any Underwriter shall default time upon written notice to Agent, Nordson may request that the Total Commitment Amount be increased by an amount not to exceed Five Hundred Million Dollars ($500,000,000) in its obligation to purchase the Shares which it aggregate for all such increases from the Closing Date until the last day of the Commitment Period, provided that (A) no Default or Event of Default has agreed to purchase hereunder occurred and is continuing at a Time the time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Shares request and on the terms contained hereindate of any such increase and (B) Nordson shall have delivered to Agent, together with such written notice, a copy of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested increase in the Total Commitment Amount, which resolutions shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. If within thirty-six hours after Upon receipt of any such default by any Underwriter you do not arrange for the purchase request, Agent shall deliver a copy of such Shares, then request to each Bank. Nordson shall set forth in such request the Company amount of the requested increase in the Total Commitment Amount (which in each case shall be entitled in a minimum amount of Twenty-Five Million Dollars ($25,000,000)) and the date on which such increase is requested to a further period become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event request and that, within in any event, must be at least ninety (90) days prior to the respective prescribed periodslast day of the Commitment Period), you notify and shall offer each Bank the Company that you have so arranged for the purchase of such Sharesopportunity to increase its Revolving Commitment. Each Bank shall, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right by notice to postpone such Time of Delivery for a period of Nordson and Agent given not more than seven daysten (10) days after the date of Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Bank so agreeing being an “Increasing Bank”) or decline to increase its Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks or other entities that are reasonably acceptable to Agent (each such Person so agreeing being an “Augmenting Bank”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), and Nordson and each Augmenting Bank shall execute all such documentation as Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Bank with a Revolving Commitment hereunder. Any increase in the Total Commitment Amount may be made in an amount that is less than the increase requested by Nordson if Nordson is unable to arrange for, or chooses not to arrange for, Augmenting Banks, in order to effect whatever changes the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitments, as the case may thereby be made necessary be, in excess of the Registration Statement aggregate increase amount requested by Nordson, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Sharesincreased amount. (bii) IfAny increase in the Total Commitment Amount pursuant to this Section 2.07(b) shall not serve to increase the Foreign Borrower Borrowing Limit. (iii) Each of the parties hereto agrees that Agent may, in consultation with Nordson, take any and all actions as may be reasonably necessary to ensure that after giving effect to any arrangements for increase in the purchase Total Commitment Amount pursuant to this Section, the outstanding Revolving Loans (if any) are held by the Banks with Revolving Commitments in accordance with their new Commitment Percentages. This may be accomplished at the discretion of Agent: (w) by requiring the outstanding Loans to be prepaid with the proceeds of new Loans; (x) by causing the Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and Augmenting Banks; (y) by permitting the Loans outstanding at the time of any increase in the Total Commitment Amount pursuant to this Section 2.07(b) to remain outstanding until the last days of the Shares of a defaulting Underwriter respective Interest Periods therefor, even though the Banks would hold such Loans other than in accordance with their new Commitment Percentages; or (z) by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh any combination of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultforegoing. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Increase in Commitment. (ai) If At any Underwriter shall default time upon written notice to Agent, Nordson may request that the Total Commitment Amount be increased by an amount not to exceed Two Hundred Fifty Million Dollars ($250,000,000) in its obligation to purchase the Shares which it aggregate for all such increases from the Closing Date until the last day of the Commitment Period, provided that (A) no Default or Event of Default has agreed to purchase hereunder occurred and is continuing at a Time the time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Shares request and on the terms contained hereindate of any such increase and (B) Nordson shall have delivered to Agent, together with such written notice, a copy of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested increase in the Total Commitment Amount, which resolutions shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. If within thirty-six hours after Upon receipt of any such default by any Underwriter you do not arrange for the purchase request, Agent shall deliver a copy of such Shares, then request to each Bank. Nordson shall set forth in such request the Company amount of the requested increase in the Total Commitment Amount (which in each case shall be entitled in a minimum amount of Twenty-Five Million Dollars ($25,000,000)) and the date on which such increase is requested to a further period become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event request and that, within in any event, must be at least ninety (90) days prior to the respective prescribed periodslast day of the Commitment Period), you notify and shall offer each Bank the Company that you have so arranged for the purchase of such Sharesopportunity to increase its Revolving Commitment. Each Bank shall, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right by notice to postpone such Time of Delivery for a period of Nordson and Agent given not more than seven daysten (10) days after the date of Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Bank so agreeing being an “Increasing Bank”) or decline to increase its Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks or other entities that are reasonably acceptable to Agent (each such Person so agreeing being an “Augmenting Bank”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), and Nordson and each Augmenting Bank shall execute all such documentation as Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Bank with a Revolving Commitment hereunder. Any increase in the Total Commitment Amount may be made in an amount that is less than the increase requested by Nordson if Nordson is unable to arrange for, or chooses not to arrange for, Augmenting Banks, in order to effect whatever changes the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitments, as the case may thereby be made necessary be, in excess of the Registration Statement aggregate increase amount requested by Nordson, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Sharesincreased amount. (bii) IfAny increase in the Total Commitment Amount pursuant to this Section 2.07(b) shall not serve to increase the Foreign Borrower Borrowing Limit. (iii) Each of the parties hereto agrees that Agent may, in consultation with Nordson, take any and all actions as may be reasonably necessary to ensure that after giving effect to any arrangements for increase in the purchase Total Commitment Amount pursuant to this Section, the outstanding Revolving Loans (if any) are held by the Banks with Revolving Commitments in accordance with their new Commitment Percentages. This may be accomplished at the discretion of Agent: (w) by requiring the outstanding Loans to be prepaid with the proceeds of new Loans; (x) by causing the Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and Augmenting Banks; (y) by permitting the Loans outstanding at the time of any increase in the Total Commitment Amount pursuant to this Section 2.07(b) to remain outstanding until the last days of the Shares of a defaulting Underwriter respective Interest Periods therefor, even though the Banks would hold such Loans other than in accordance with their new Commitment Percentages; or (z) by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh any combination of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultforegoing. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Increase in Commitment. (a) If any Underwriter shall default in its obligation to purchase the Shares which it Each Increasing Lender has agreed to purchase hereunder at a Time of Deliveryagreed, you may in your discretion arrange for you or another party or other parties to purchase such Shares severally, but not jointly, on the terms contained hereinset forth in this Agreement, to make the Incremental Revolving Commitments as set forth on Schedule I attached hereto. If within thirty-six hours after such default by any Underwriter you do not arrange After giving effect to this Agreement, the Revolving Commitment for each of the purchase of such Shares, then the Company Lenders shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares as set forth on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such SharesSchedule I attached hereto. (b) If, after giving effect to any arrangements for the purchase Each Increasing Lender (i) confirms that it has received a copy of the Shares of a defaulting Underwriter by you Credit Agreement, the other Loan Documents and the Company as provided in subsection (a) aboveamendments and exhibits thereto, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh together with copies of the aggregate number financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) confirms that it has agreed that it has and will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in entering into the Credit Agreement and this Agreement, and in taking or not taking action under the Credit Agreement; (iii) confirms that it has appointed and authorized the Administrative Agent to take such actions as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) confirms that it has agreed that it will perform in accordance with their terms all of all the Shares obligations which by the terms of the Credit Agreement are required to be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve performed by it as a defaulting Underwriter from liability for its defaultLender. (c) If, after giving effect to any arrangements for the purchase The terms of the Shares of a defaulting Underwriter by you repayment and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement (or, Applicable Margin with respect to the Second Time of DeliveryIncremental Revolving Commitments shall be the same as those applicable to Revolving Loans, as set forth in the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters Credit Agreement (as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultamended hereby).

Increase in Commitment. (a) If any Underwriter shall default in its obligation After the Closing Date but prior to purchase the Shares which it has agreed to purchase hereunder at a Time of DeliveryRevolving Maturity Date, you may in your discretion arrange for you or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company Borrower shall have the right to postpone request additional Revolving Commitments (the “Additional Commitments”) so that the Revolving Commitments aggregate an amount not to exceed $450,000,000 less the amount of any voluntary reductions of the Revolving Commitment made prior to the date of such Time request pursuant to Section 2.06(a), each which request shall be made by the Borrower giving written notice (the “Additional Commitment Notice”) to the Administrative Agent setting forth such details with respect thereto as are reasonably requested by the Administrative Agent. Upon receipt of Delivery for such request, the Administrative Agent shall notify the existing Lenders of the requested Additional Commitments and offer each such Lender an opportunity to participate at its sole discretion in the Additional Commitments. Any existing Lender that does not agree (in its sole discretion) to provide a period portion of the proposed Additional Commitments within 10 days after receipt from the Administrative Agent of such notice shall be deemed to have declined participation in any amount of such proposed Additional Commitments. Notwithstanding any existing Lender’s rejection of any portion of the proposed Additional Commitments, each existing Lender shall remain a Lender hereunder, subject to the terms and conditions hereof. In addition, the Borrower and the Administrative Agent may offer to additional proposed bank syndicate members that qualify as Eligible Assignees (including any required consent of the Administrative Agent, the Swingline Lender and/or the Issuing Bank, such consent not more than seven daysto be unreasonably withheld) the opportunity to accept all or a portion of the amount of the proposed Additional Commitments. The allocation of the Additional Commitments among the Lenders and Eligible Assignees who agree to accept any portion thereof shall be made by the Borrower, in order consultation with the Administrative Agent. Upon the effectiveness of the Additional Commitments, (i) each Eligible Assignee (that is not an existing Lender) allocated any portion of the Additional Commitments shall execute an accession agreement to effect whatever changes may thereby this Agreement, (ii) the Revolving Commitments of the existing Lenders which have been allocated any portion of the Additional Commitments shall be increased by such amount, (iii) the pro rata shares of the Lenders (including the Eligible Assignees as the new Lenders) shall be adjusted, (iv) subject to the payment of applicable amounts pursuant to Section 2.18 in connection therewith, the Borrower shall be deemed to have made necessary in such borrowings and repayments of the Registration Statement or the Prospectus, or in any other documents or arrangementsRevolving Loans, and the Company agrees Lenders shall make such adjustments of outstanding Revolving Loans between and among them, as shall be necessary to file promptly any amendments effect the reallocation of the Commitments such that, after giving effect thereto, the Revolving Loans shall be held by the Lenders (including the Eligible Assignees as the new Lenders) ratably in accordance with their Revolving Commitments and (v) other changes shall be made to the Registration Statement Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Lenders (including the Eligible Assignees as the new Lenders) have agreed to increase their respective Revolving Commitments or make new Revolving Commitments in response to the Prospectus which Borrower’s request for an increase in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under the aggregate Commitments pursuant to this Section with like effect as if such person had originally been a party 2.24 and which other changes do not adversely affect the rights of those Lenders who do not elect to this Agreement with respect to such Sharesincrease their respective Revolving Commitments, in each case without the consent of the Lenders other than those Lenders increasing their Revolving Commitments. (b) IfNotwithstanding the foregoing, after giving effect to any arrangements for an increase in the purchase aggregate amount of the Shares Revolving Commitments shall be effective only if (i) no Default or Event of a defaulting Underwriter Default shall have occurred and be continuing on the date such increase is to become effective; (ii) each of the representations and warranties made by you the Borrower in this Agreement and the Company other Loan Documents shall be true and correct on and as provided in subsection (a) above, of the aggregate number date of the Additional Commitment Notice and the date such increase is to become effective with the same force and effect as if made on and as of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement date (or, with respect if any such representation or warrant is expressly stated to have been made as of a specific date, as of such specific date); and (iii) the Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the Second Time authorization of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultsuch increase.

Increase in Commitment. (a) If At any Underwriter time during the Commitment Increase Period, Borrower may request that Agent increase the Total Commitment Amount from the Closing Commitment Amount up to an amount that shall default in its obligation to purchase not exceed the Shares which it has agreed to purchase hereunder at a Time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase Maximum Commitment Amount. Each such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company increase shall be entitled to a further period in an amount of thirty-six hours within which to procure another party at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollar ($1,000,000), and may be made by either (i) increasing, for one or other parties satisfactory to you to purchase such Shares on such terms. In the event thatmore Lenders, within the with their prior written consent, their respective prescribed periods, you notify the Company that you have so arranged for the purchase of such SharesRevolving Credit Commitments, or the Company notifies you that it has so arranged for the purchase of such Shares(ii) including one or more Additional Lenders, you or the Company shall have the right to postpone such Time of Delivery for each with a period of not more than seven daysnew Revolving Credit Commitment, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement (collectively, the “Additional Commitment”); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, the Lenders agree that Agent, in its sole 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) Agent shall provide to Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving 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 Agent, in order to reallocate among such Shares. (bLenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Borrower shall not request any increase in the Commitment pursuant to this Section 2.9(b) Ifif a Default or an Event of Default shall then exist, or immediately after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultincrease would exist. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Increase in Commitment. (a) If The Borrower may increase the aggregate amount of the Commitments by an amount not greater than $100,000,000 (any Underwriter shall default such increase, a “Commitment Increase”) by designating either one or more of the existing Lenders (each of which, in its obligation sole discretion, may determine whether and to purchase what degree to participate in such Commitment Increase) or one or more Eligible Assignees reasonably acceptable to the Shares Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which it has agreed to purchase hereunder at shall promptly provide a Time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase copy of such Shares, then notice to the Company Lenders. (b) Any Commitment Increase shall be entitled to a further period become effective upon (A) the receipt by the Administrative Agent of thirty-six hours within which to procure another party or other parties (i) an agreement in form and substance satisfactory to you the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such Shares. opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (bB) Ifthe funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to any arrangements for such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the purchase Borrower in this Agreement are true and correct in all material respects as of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh date of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultCommitment Increase. (c) IfIf any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to any arrangements for such Commitment Increase and the purchase Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Shares Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 10.07(b) in connection with such Commitment Increase. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of a defaulting Underwriter by you any Commitment Increase and the Company as provided in subsection making of any Loans on such date pursuant to paragraph (ac) above, the aggregate number all calculations and payments of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of DeliveryFacility Fees, or if the Company shall not exercise the right described in subsection (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase Utilization Fees and of the Company to sell the Optional Shares) shall thereupon terminate, without liability interest on the part Loans comprising any Loan shall take into account the actual Commitment of any non-defaulting Underwriter or each Lender (including the Company, except for the expenses to be borne by the Company Additional Lender) and the Underwriters as provided in Section 6 hereof and principal amount outstanding of each Loan made by each such Lender during the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultrelevant period of time.

Increase in Commitment. (ai) If At any Underwriter time during the Commitment Increase Period, Borrower may request that Agent increase the Revolving Amount from the Closing Revolving Amount up to an amount that shall default in its obligation to purchase not exceed the Shares which it has agreed to purchase hereunder at a Time of Delivery, you may in your discretion arrange Maximum Revolving Amount. Each such request for you or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company an increase shall be entitled to a further period in an amount of thirty-six hours within which to procure another party at least Five Million Dollars ($5,000,000), and may be made by either (A) increasing, for one or other parties satisfactory to you to purchase such Shares on such terms. In the event thatmore Lenders, within the with their prior written consent, their respective prescribed periods, you notify the Company that you have so arranged for the purchase of such SharesRevolving Credit Commitments, or (B) including one or more Additional Lenders, each with a new commitment under the Company notifies you that it has so arranged for the purchase of such SharesRevolving Credit Commitment, you or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional Commitments”); or, with an amendment satisfactory to Borrower, Agent and the Required Lenders, adding an additional facility (which is also referred to in this Agreement as, and included in the definition of, Additional Commitment) to this Agreement with existing (with their prior written consent) or additional Lenders (each of which is also referred to in this Agreement as, and included in the definition of, Additional Lender). (ii) During the Commitment Increase Period, all of the Lenders agree that Agent, in its sole 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) Agent shall provide to Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders), (D) with respect to the Real Property located at Xxx Xxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxxxxx, Borrower shall (unless waived by Agent and the Required Lenders) deliver to Agent and the Lenders an amendment to the Mortgage for such SharesReal Property, increasing the maximum principal amount of indebtedness secured thereby to an amount equal to the Revolving Amount (as increased pursuant to this Section 2.9(b)), (E) if an additional facility is being added as aforesaid, then Borrower, Agent and the Required Lenders shall execute an appropriate amendment to this Agreement. The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. (biii) IfOn each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving 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 Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b) (and Borrower shall pay to the Lenders any amounts that would be payable pursuant to Section 3.3 hereof if such adjustments among the 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 decreased except pursuant to Section 2.9(a) hereof) without the prior written consent of such Lender. Borrower shall not request any increase in the Revolving Amount pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately after giving effect to any arrangements for the purchase such increase (including a pro forma calculation of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided financial covenants set forth in Section 6 hereof and the indemnity and contribution agreements in Section 8 5.7 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default) would exist.

Increase in Commitment. (a) If The Company may, at its option any Underwriter shall default in its obligation time after the consummation of a Qualified IPO and before the Termination Date, seek to purchase increase the Shares which it has agreed Commitments (any such increase, a “Commitment Increase”) upon written notice to purchase hereunder at a Time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event Administrative Agent; provided that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase aggregate principal amount of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company all Commitment Increases shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Sharesexceed $200,000,000. (b) IfAny 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 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the 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 giving effect the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any arrangements for portion of such Commitment Increase be allocated and the purchase amounts of such allocations. The Administrative Agent, subject to the consent of the Shares Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of a defaulting Underwriter by you the Administrative Agent, each Issuing Bank and the Company as provided in subsection (a) above, which have expressed a desire to accept the aggregate number Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such Shares which remains unpurchased does not exceed one-eleventh revised allocations of the aggregate number Commitments, including the desired increase. No Commitment Increase shall become effective until each of all the Shares to be purchased at Incremental Lenders extending such Time of Delivery, then Commitment Increase and the Company shall have delivered to the right Administrative Agent a document in form reasonably satisfactory to require each non-defaulting Underwriter the Administrative Agent pursuant to purchase which any such Incremental Lender states the number amount of shares which its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultnew Commitments. (c) IfNotwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to any arrangements for such Commitment Increase; (ii) all fees and expenses, if any, owing in respect of such increase to the purchase of the Shares of a defaulting Underwriter by you Administrative Agent and the Company as provided in subsection Lenders will have been paid; (aiii) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transaction. (d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not exercise already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the right described in subsection (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriterrights of, then this Agreement (orand benefits accruing to, with respect to the Second Time of DeliveryLenders hereunder and shall be bound by all agreements, the acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Underwriters Lenders in proportion to purchase 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 Company other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to sell arrange the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne increase in Commitment sought by the Company and but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Underwriters as provided Administrative Agent in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultsuch efforts.

Increase in Commitment. (a) If The Company may, at its option any Underwriter time before the Termination Date, seek to (i) increase the Commitment (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 Administrative Agent; provided that the aggregate principal amount of all Incremental Commitments shall default in its obligation to purchase the Shares which it has agreed to purchase hereunder at a Time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Sharesexceed $100,000,000. (b) IfAny such notice delivered to 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) sought by the 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 10 Business Days after giving effect the date on which such notice is delivered to Administrative Agent and (iii) the identity of each Incremental Lender to whom the Company proposes any arrangements for portion of such Commitment Increase be allocated and the purchase amounts of such allocations. Administrative Agent, subject to the consent of the Shares 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 banks or entities reasonably acceptable to each of a defaulting Underwriter by you Administrative Agent, each Issuing Lender, the Swing Line Lender and the Company as provided which have expressed a desire to accept the increase in subsection (a) above, the aggregate number Commitment. Administrative Agent will then notify each existing Lender and Incremental Lender of such Shares which remains unpurchased does not exceed one-eleventh revised allocations of the aggregate number Commitment, including the desired increase. No Commitment Increase shall become effective until each of all the Shares to be purchased at Incremental Lenders extending such Time of Delivery, then Commitment Increase and the Company shall have delivered to Administrative Agent a document in form reasonably satisfactory to Administrative Agent pursuant to which any such Incremental Lender states the right amount of its Commitment Increase and agrees to require each non-defaulting Underwriter to purchase assume and accept the number obligations and rights of shares which a Lender hereunder, and the Company accepts such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultnew Commitments. (c) IfAny such notice delivered to 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) sought by the Company, (ii) the Increased Amount Date, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Administrative Agent and (iii) the identity of each Incremental Lender. Each Incremental Lender, if not already a Lender hereunder, shall be reasonably acceptable to Administrative Agent and no Lender shall be required to participate in any Incremental Term Loans. On or after such Increased Amount Date, the Company, 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, any Issuing Bank or the Swingline 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, (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, and (3) if the initial yield on any new tranche of Incremental Term Loans (which shall be determined by Administrative Agent and shall include the applicable interest rate and any original issue discount or upfront fees (but exclusive of any arrangement, structuring or other fees payable to any arrangers in connection therewith that are not shared with all Incremental Lenders providing such Incremental Term Loans), with any original issue discount being equated to interest based on an assumed four-year life to maturity) exceeds by more than 50 basis points (the amount of such excess above 50 basis points being referred to in each case as the “Yield Differential”), the interest rate then in effect for any existing tranche of Incremental Term Loans, then the applicable interest rate in effect for such existing tranche of Incremental Term Loans shall automatically be increased by the applicable Yield Differential, effective upon the making of such new Incremental Term Loans. 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 any arrangements for the purchase such Incremental Commitments or Incremental Term Loans; (ii) all other fees and expenses owing in respect of the Shares of a defaulting Underwriter by you such increase to Administrative Agent and the Company as provided in subsection Lenders will have been paid; (aiii) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12.2 as of the last day of the most recently ended Fiscal Quarter 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 Administrative Agent in connection with any such transaction. (e) Upon the making of any Incremental Term Loan or the effectiveness of any Incremental Commitment of any Incremental Lender that is not exercise 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 right described applicable facility or tranche) hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (or Lenders in subsection (brespect of the applicable facility or tranche) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriterhereunder and shall be bound by all agreements, then this Agreement (or, with respect to the Second Time of Delivery, the acknowledgements and other obligations of the Underwriters to purchase and Lenders (or Lenders in respect of the Company applicable facility or tranche) hereunder. After giving effect to sell any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Optional SharesLenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitment. 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 Commitment and each Loan made thereunder (an “Incremental Revolving Loan”) shall thereupon terminatebe deemed, without liability on for all purposes, a Revolving Loan. Administrative Agent may elect or decline to arrange the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne increase in Commitment sought by the Company and the Underwriters as provided but is under no obligation to arrange or consummate any such increase. The Company will cooperate with Administrative Agent in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultsuch efforts.

Increase in Commitment. (a) If The Borrower, on behalf of the Borrower and Guarantors, may, on any Underwriter Business Day after the date hereof, request an increase of the aggregate amount of the Revolving Credit Commitments (each a “Commitment Amount Increase”) and/or outstanding Term Loans and/or create one or more additional tranches of term loans (each such additional tranche of term loans or increase in an existing tranche of Term Loans, an “Incremental Term Loan”); provided, however, that: (i) except as permitted by the final sentence of this Section 2.16, the sum of the aggregate Commitment Amount Increases and Incremental Term Loans effective after the Seventh Amendment Effective Date shall default in its obligation not exceed an amount equal to purchase the Shares which it has agreed sum of (A) the amount of additional Debt that would cause the Total Leverage Ratio as of the four (4) consecutive fiscal quarter period most recently ended prior to purchase hereunder at a Time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase incurrence of such Shares, then the Company shall be entitled to a further period of thirty-six hours within additional Debt for which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you financial statements have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments been delivered to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been Administrative Agent hereunder, calculated on a party to this Agreement with respect to such Shares. (b) If, pro forma basis after giving effect to the incurrence of such additional Debt and assuming that the proposed Commitment Amount Increase or Incremental Term Loan is fully drawn at such time, not to exceed 3.00 to 1.00 plus (B) $750,000,000; (ii) no approval or consent of any arrangements Bank shall be required except the Banks providing such Commitment Amount Increase or Incremental Term Loan and the consents contemplated by clause (vi) below, (iii) except as permitted by the final sentence of this Section 2.16(a), any Commitment Amount Increase or issuance of Incremental Term Loans shall be in an aggregate amount for all Banks of not less than $50,000,000 (or such lesser aggregate amount for all Banks as may be acceptable to the purchase Administrative Agent), (iv) no Default shall have occurred and be continuing at the time of the Shares request or the effective date of the Commitment Amount Increase or issuance of Incremental Term Loans or will result therefrom, (v) all representations and warranties contained in Article 4 hereof shall be true and correct in all material respects (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 (vi) the Administrative Agent and, in the case of a defaulting Underwriter by you Commitment Amount Increase, each Letter of Credit Issuer and the Company Swing Lender, shall have provided their written consent (which consents shall not be unreasonably withheld). Unless the Borrower otherwise notifies the Administrative Agent, if all or any portion of any Commitment Amount Increases or Incremental Term Loans would be permitted under clause (A) above on the applicable date of incurrence, such Commitment Amount Increases or Incremental Term Loans (or the relevant portion thereof), as provided applicable, shall be deemed to have been incurred in subsection reliance on clause (aA) above prior to the utilization of any amount available under clause (B) above. Notwithstanding the foregoing clause (a)(i), the Borrower, on behalf of the Borrower and Guarantors, may, on any Business Day on or prior to the date that is 30 days after the Effective Date, request an increase of the aggregate amount of the Revolving Credit Commitments and/or outstanding Term Loans in an aggregate principal amount not to exceed $500,000,000, and in such event (1) such increases shall not be subject to the limitation on the amount of increases imposed by clause (a)(i) above, (2) such increases shall not count against the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, $750,000,000 amount specified in addition, to require each non-defaulting Underwriter to purchase its pro rata share clause (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (aa)(i)(B) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.120175877_7 145870580_7

Increase in Commitment. (a) If The Borrower, on behalf of the Borrower and Guarantors, may, on any Underwriter Business Day after the date hereof, request an increase of the aggregate amount of the Revolving Credit Commitments (each a "Commitment Amount Increase") and/or outstanding Term Loans and/or create one or more additional tranches of term loans (each such additional tranche of term loans or increase in an existing tranche of Term Loans, an "Incremental Term Loan"); provided, however, that: (i) except as permitted by the final sentence of this Section 2.161., the sum of the aggregate Commitment Amount Increases and Incremental Term Loans effective after the Effective Date shall default not exceed an amount equal to the sum of (A) the amount of additional Debt that would cause the Total Leverage Ratio as of the four (4) consecutive fiscal quarter period most recently ended prior to the incurrence of such additional Debt for which financial statements have been delivered to the Administrative Agent hereunder, calculated on a pro forma basis after giving effect to the incurrence of such additional Debt and assuming that the proposed Commitment Amount Increase or Incremental Term Loan is fully drawn at such time, not to exceed 3.00 to 1.00 plus (B) $750,000,000; (ii) 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 (vi) below, (iii) except as permitted by the final sentence of this Section 2.16(a), any Commitment Amount Increase or issuance of Incremental Term Loans shall be in its obligation an aggregate amount for all Banks of not less than $50,000,000 (or such lesser aggregate amount for all Banks as may be acceptable to purchase the Shares which it has agreed to purchase hereunder Administrative Agent), (iv) no Default shall have occurred and be continuing at a Time the time of Deliverythe request or the effective date of the Commitment Amount Increase or issuance of Incremental Term Loans or will result therefrom, you may (v) all representations and warranties contained in your discretion arrange for you or another party or other parties to purchase Article 4 hereof shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) at the time of such Shares request and on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase effective date of such SharesCommitment Amount Increase or issuance of Incremental Term Loans (other than representations and warranties that relate to a specific date, then the Company which shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event thattrue and correct in all material respects (where not already qualified by materiality, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase otherwise in all respects) as of such Sharesdate), and (vi) the Administrative Agent and, in the case of a Commitment Amount Increase, each Letter of Credit Issuer and the Swing Lender, shall have provided their written consent (which consents shall not be unreasonably withheld). Unless the Borrower otherwise notifies the Administrative Agent, if all or any portion of any Commitment Amount Increases or Incremental Term Loans would be permitted under clause (A) above on the applicable date of incurrence, such Commitment Amount Increases or Incremental Term Loans (or the Company notifies you relevant portion thereof), as applicable, shall be deemed to have been incurred in reliance on clause (A) above prior to the utilization of any amount available under clause (B) above. Notwithstanding the foregoing clause (a)(i), the Borrower, on behalf of the Borrower and Guarantors, may, on any Business Day on or prior to the date that it has so arranged for is 30 days after the purchase Effective Date, request an increase of such Shares, you or the Company shall have aggregate amount of the right Revolving Credit Commitments and/or outstanding Term Loans in an aggregate principal amount not to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangementsexceed $500,000,000, and the Company agrees to file promptly any amendments in such event (1) such increases shall not be subject to the Registration Statement or limitation on the Prospectus which amount of increases imposed by clause (a)(i) above, (2) such increases shall not count against the $750,000,000 amount specified in your opinion may thereby clause (a)(i)(B) above, (3) such increases shall not be made necessary. The term “Underwriter” as used subject to the minimum amount limitation specified in this Agreement clause (a)(iii) above, and (4) such increases shall include any person substituted under otherwise be subject to this Section with like effect 2.16, as if such person had originally been a party to this Agreement with respect to such Sharesapplicable. (b) IfIn order to request a Commitment Amount Increase or Incremental Term Loan, the Borrower shall deliver written notice 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 identifying one or more existing or additional Banks and the amount of its Commitment Amount Increase or Incremental Term Loan. Upon the effectiveness thereof, the new Banks (or, if applicable, existing Banks) (i) shall advance Loans in an amount sufficient such that after giving effect to any arrangements for the purchase its Loans each Bank shall have outstanding its respective Percentage of all Loans of the Shares 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) in the case of a defaulting Underwriter Commitment Amount Increase, the Borrower shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 2.8 hereof. The Borrower and 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 or Incremental Term Loan, the Borrower shall execute and deliver new Notes to each requesting Bank. The effective date of any Commitment Amount Increase or Incremental Term Loan shall be agreed upon by you the Borrower and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultAdministrative Agent. (c) If, after giving effect to Incremental Term Loans of a new tranche (i) may be unsecured or may be secured by liens on any arrangements for the purchase or all assets of the Shares of a defaulting Underwriter by you Borrower and the Company Guarantors, as determined by the Borrower and the lenders of the Incremental Term Loans (and if so secured, all Obligations shall be secured equally and ratably by liens on the same assets; provided that, to the extent such Incremental Term Loans (and any replacement financing) are paid and satisfied in subsection full, or any liens granted to secure such Incremental Term Loans (aand any replacement financing) aboveare released, the aggregate number ratable liens granted to secure the other Obligations shall, so long as no Default or Event of Default exists, upon the Borrower's written request, also be released), (ii) shall rank pari passu in right of payment and of security with the other Term Loans and Revolving Loans and shall have the same guarantors as the other 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 clauses (iii) and (iv)), provisions relating to optional and, to the extent applied pro rata to the other Term Loans and such 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 such Incremental Term Loans as determined by the Borrower and the lenders of such Shares which remains unpurchased exceeds one-eleventh Incremental Term Loans (provided that no such amortization schedule shall have the effect of reducing the aggregate number of all the Shares amortization payments scheduled to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement (or, made with respect to other Term Loans), and (vi) may not otherwise have terms and conditions different from those of the Second Time other Term Loans and Revolving Loans. Incremental Term Loans consisting of Deliveryan increase in an existing tranche of Term Loans (i) shall have principal amortization payments based on the remaining quarterly principal amortization payments of such existing tranche of Term Loans as a percentage of the remaining principal amount of such existing tranche of Term Loans at the time of such increase applied to such increase amount (with the intent being that such increase will amortize at the same relative rate as the existing tranche of Term Loans), and (ii) may not otherwise have terms and conditions different from those of the other Term Loans of such tranche. The Borrower will use the proceeds of each Incremental Term Loan for any purpose permitted by Section 5.8. (d) Commitments in respect of any Commitment Amount Increase or Incremental Term Loans shall become Commitments under this Agreement pursuant to an amendment (an "Incremental Amendment") to this Agreement and, as appropriate, the obligations other Credit Documents, executed by the Borrower, each Guarantor, each Bank agreeing to provide such Commitment, 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 necessary, in the reasonable opinion of the Underwriters Administrative Agent and the Borrower, to purchase effect the provisions of this Section. The Banks hereby authorize the Administrative Agent to execute such other documents, instruments and agreements, including security agreements, as may be necessary in the reasonable opinion of the Company Administrative Agent to sell give effect to the Optional Shares) Incremental Amendment. The effectiveness of any Incremental Amendment shall thereupon terminate, without liability be subject to the satisfaction on the part date thereof of such conditions as the parties thereto shall agree. (e) The Borrower agrees to pay any non-defaulting Underwriter reasonable out‑of‑pocket expenses of the Administrative Agent relating to any Commitment Amount Increase, Incremental Term Loan or Incremental Amendment. Notwithstanding anything herein to the Companycontrary, except for the expenses no Bank shall have any obligation to increase its Revolving Credit Commitment or advance Incremental Term Loans and no Bank's Revolving Credit Commitment shall be borne by the Company increased without its consent thereto, and the Underwriters as provided in Section 6 hereof each Bank may at its option, unconditionally and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for without cause, decline to increase its defaultRevolving Credit Commitment or advance Incremental Term Loans.

Increase in Commitment. (a) If any Underwriter shall default Unless a Default has occurred and is continuing, and subject to the satisfaction of the conditions in its obligation Section 2.21(b), the Company, by written notice to purchase the Shares which it has agreed Administrative Agent (the "Additional Commitment Notice"), may request on up to purchase hereunder at a Time two (2) occasions during the Availability Period and prior to the Maturity Date that the total Commitments be increased by an amount not less than $25,000,000 per request (and integral amounts of Delivery, you may $5,000,000 in your discretion arrange for you or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right to postpone such Time of Delivery for a period of excess thereof) and not more than seven days, in order to effect whatever changes may thereby be made necessary $50,000,000 in the Registration Statement or aggregate (such that the Prospectus, or in total Commitments after such increase shall never exceed $300,000,000); provided that for any other documents or arrangements, and the Company agrees to file promptly such request (a) any amendments to the Registration Statement or the Prospectus Lender which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been is a party to this Agreement prior to such request for increase, at its sole discretion, may elect to increase its Commitment, but shall not have any obligation to so increase its Commitment, and (b) in the event that the Lenders party to this Agreement prior to such request do not elect to increase their respective Commitments to cover the amount of the requested increase, the Administrative Agent shall use commercially reasonable efforts to locate additional lenders reasonably acceptable to the Administrative Agent willing to hold commitments for the requested increase. In the event that Lenders commit to any such increase, (i) the Commitments of the committed Lenders shall be increased accordingly, (ii) the Applicable Percentages of each of the Lenders shall be adjusted accordingly (or, in the case of a new Lender not previously party hereto, added to SCHEDULE 1.1(a)) and the Borrowers shall make such borrowings and repayments as shall be necessary to effect such reallocation of the Commitments and shall pay any costs incurred under Section 2.16 with respect thereto, (iii) if requested by any Lender making an additional or new Commitment, new Notes shall be issued, and (iv) other changes shall be made by way of supplement, amendment or restatement of any Loan Document as may be necessary or desirable to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Commitments or any other lenders have agreed to make new commitments pursuant to this Section 2.21 without the consent of any Lender other than those Lenders increasing their Commitments. The fees payable by the Borrower upon any such Sharesincrease in Commitments shall be agreed upon by the Administrative Agent and the Borrower at the time of such increase. In the event of any such increase of the Commitments pursuant to this Section 2.21, the aggregate maximum LC Exposure of the Lenders shall remain $25,000,000. Notwithstanding the foregoing, nothing in this Section 2.21 shall constitute or be deemed to constitute an agreement by any Lender to increase its Commitment hereunder. (b) IfNotwithstanding the foregoing, an increase in the aggregate amount of the Commitments shall be effective only if (i) no Default shall have occurred and be continuing on the date of the Additional Commitment Notice and the date such increase is to become effective; (ii) each of the representations and warranties made by the Loan Parties in this Agreement and the other Loan Documents shall be true and complete on and as of the date of the Additional Commitment Notice and the date such increase is to become effective with the same force and effect as if made on and as of each such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (iii) the Administrative Agent shall have received (A) such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the authorization of such increase and (B) a favorable written opinion (addressed to the Administrative Agent and the Lenders) of counsel for the Loan Parties in a form reasonably requested by the Administrative Agent, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you such increase; and the Company as provided in subsection (aiv) above, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Shares prior to be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, and after giving effect to such increase, the Borrower and its Subsidiaries shall be in compliance with Article VI. The effectiveness of any arrangements for increase in the purchase aggregate amount of the Shares of Commitments shall be deemed a defaulting Underwriter by you representation and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne warranty by the Company on the effective date of such increase as to the matters specified in clauses (i) and the Underwriters as provided in (ii) of this Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default2.21(b).

Increase in Commitment. (ai) If At any Underwriter shall default time upon written notice to Agent, Borrower may request that the Total Commitment Amount be increased by an amount not to exceed $200,000,000 in its obligation to purchase the Shares which it aggregate for all such increases from the Closing Date until the last day of the Commitment Period, provided that (A) no Default or Event of Default has agreed to purchase hereunder occurred and is continuing at a Time the time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Shares request and on the terms contained hereindate of any such increase and (B) Borrower shall have delivered to Agent, together with such written notice, a copy of Borrower’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the requested increase in the Total Commitment Amount, which resolutions shall be certified by the Secretary of Borrower as being true, correct, complete and in full force and effect. If within thirty-six hours after Upon receipt of any such default by any Underwriter you do not arrange for the purchase request, Agent shall deliver a copy of such Shares, then request to each Bank. Borrower shall set forth in such request the Company amount of the requested increase in the Total Commitment Amount (which in each case shall be entitled in a minimum amount of Twenty-Five Million Dollars ($25,000,000)) and the date on which such increase is requested to a further period become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event request and that, within in any event, must be at least ninety (90) days prior to the respective prescribed periodslast day of the Commitment Period), you notify and shall offer each Bank the Company that you have so arranged for the purchase of such Sharesopportunity to increase its Revolving Commitment. Each Bank shall, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right by notice to postpone such Time of Delivery for a period of Borrower and Agent given not more than seven daysten (10) days after the date of Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Bank so agreeing being an “Increasing Bank”) or decline to increase its Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Borrower, Borrower may arrange for one or more banks or other entities that are reasonably acceptable to Agent (each such Person so agreeing being an “Augmenting Bank”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), and Borrower and each Augmenting Bank shall execute all such documentation as Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Bank with a Revolving Commitment hereunder. Any increase in the Total Commitment Amount may be made in an amount that is less than the increase requested by Borrower if Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks, in order to effect whatever changes the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitments, as the case may thereby be made necessary be, in excess of the Registration Statement aggregate increase amount requested by Borrower, then Agent shall, in consultation with Borrower, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Sharesincreased amount. (bii) IfEach of the parties hereto agrees that Agent may, in consultation with Borrower, take any and all actions as may be reasonably necessary to ensure that after giving effect to any arrangements for increase in the purchase Total Commitment Amount pursuant to this Section, the outstanding Revolving Loans (if any) are held by the Banks with Revolving Commitments in accordance with their new Commitment Percentages. This may be accomplished at the discretion of Agent: (w) by requiring the outstanding Loans to be prepaid with the proceeds of new Loans; (x) by causing the Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and Augmenting Banks; (y) by permitting the Loans outstanding at the time of any increase in the Total Commitment Amount pursuant to this Section 2.06(b) to remain outstanding until the last days of the Shares of a defaulting Underwriter respective Interest Periods therefor, even though the Banks would hold such Loans other than in accordance with their new Commitment Percentages; or (z) by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh any combination of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultforegoing. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Increase in Commitment. (a) If any Underwriter shall default Unless a Default has occurred and is continuing, and subject to the satisfaction of the conditions in its obligation Section 2.20(b), the Borrower, by written notice to purchase the Shares which it has agreed Administrative Agent (the “Additional Commitment Notice”), may request on up to purchase hereunder at a Time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Shares on two (2) occasions during the terms contained herein. If within thirty-six hours after such default Availability Period that the total Commitments be increased by any Underwriter you do an amount not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right to postpone such Time of Delivery for a period of less than $20,000,000 per request and not more than seven days, in order to effect whatever changes may thereby be made necessary $75,000,000 in the Registration Statement or aggregate (such that the Prospectus, or in total Commitments after such increase shall never exceed $225,000,000); provided that for any other documents or arrangements, and the Company agrees to file promptly such request any amendments to the Registration Statement or the Prospectus Lender which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been is a party to this Agreement with respect prior to such Sharesrequest for increase, at its sole discretion, may elect to increase its Commitment, but shall not have any obligation to so increase its Commitment. In the event that lenders commit to any such increase, (i) the Commitments of the committed Lenders shall be increased accordingly, (ii) the Applicable Percentages of each of the Lenders shall be adjusted accordingly (or, in the case of a new lender not previously party hereto, added to Schedule 1) and the Borrower shall make such borrowings and repayments as shall be necessary to effect such reallocation of the Commitments, (iii) if requested by any Lender making an additional or new commitment, new Notes shall be issued, and (iv) other changes shall be made by way of supplement, amendment or restatement of any Loan Document as may be necessary or desirable to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Commitments or any other lenders have agreed to make new commitments pursuant to this Section 2.20 without the consent of any Lender other than those Lenders increasing their Commitments. The fees payable by the Borrower upon any such increase in Commitments shall be agreed upon by the Arranger and the Borrower at the time of such increase. In the event of any such increase of the Commitments pursuant to this Section 2.20, the aggregate LC Exposure of the Lenders shall remain $25,000,000. Notwithstanding the foregoing, nothing in this Section 2.20 shall constitute or be deemed to constitute an agreement by any Lender to increase its Commitment hereunder. (b) IfNotwithstanding the foregoing, an increase in the aggregate amount of the Commitments shall be effective only if (i) no Default shall have occurred and be continuing on the date of the Additional Commitment Notice and the date such increase is to become effective; (ii) each of the representations and warranties made in this Agreement and the other Loan Documents shall be true and complete on and as of the date of the Additional Commitment Notice and the date such increase is to become effective with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (iii) the Administrative Agent shall have received (x) such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the authorization of such increase and (y) a favorable written opinion (addressed to the Administrative Agent and the Lenders) of counsel for the Borrower and the other Loan Parties substantially in the form of Exhibit F-1 or F-2, as applicable, after giving effect to any arrangements for such increase; (iv) the purchase Borrower and its Subsidiaries shall be in compliance with Article VI; and (v) the Lenders shall have received all amounts, if any, payable pursuant to Section 2.16 as a result of the Shares of a defaulting Underwriter by you and the Company as provided repayment described in subsection clause (a) above, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunderii) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultSection 2.20(a). (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Increase in Commitment. (a) If any Underwriter shall default in its obligation Pursuant to purchase Section 2.17 of the Shares which it Credit Agreement, each Accordion Lender has agreed to purchase hereunder at a Time of Deliveryagreed, you may in your discretion arrange for you or another party or other parties to purchase such Shares severally, but not jointly, on the terms contained hereinset forth in this Agreement, to make the Incremental Revolving Commitments as set forth on Schedule I attached hereto. If within thirty-six hours after such default by any Underwriter you do not arrange After giving effect to this Agreement, the Revolving Commitment for each of the purchase of such Shares, then the Company Lenders shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares as set forth on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such SharesSchedule I attached hereto. (b) If, after giving effect to any arrangements for the purchase Each Accordion Lender (i) confirms that it has received a copy of the Shares of a defaulting Underwriter by you Credit Agreement, the other Loan Documents and the Company as provided in subsection (a) aboveamendments and exhibits thereto, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh together with copies of the aggregate number financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) agrees (and, if it was a Lender before the effectiveness of this Agreement, confirms that it has agreed) that it has and will, independently and without reliance upon the Administrative Agent or any other Accordion Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in entering into the Credit Agreement and this Agreement, and in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes (or, if it was a Lender before the effectiveness of this Agreement, confirms that it has appointed and authorized) the Administrative Agent to take such actions as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees (and, if it was a Lender before the effectiveness of this Agreement, confirms that it has agreed) that it will perform in accordance with their terms all of the Shares obligations which by the terms of the Credit Agreement are required to be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve performed by it as a defaulting Underwriter from liability for its defaultLender. (c) If, after giving effect to any arrangements for the purchase The terms of the Shares of a defaulting Underwriter by you repayment and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement (or, Applicable Margin with respect to the Second Time Incremental Revolving Commitments shall be the same as those applicable to Revolving Loans, as set forth in the Credit Agreement. (d) Each of Deliverythe Administrative Agent and the Borrower agrees that, as of the date hereof, the Additional Lender shall (a) be a party to the Credit Agreement and the other Loan Documents, (b) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents and (c) have the rights and obligations of a Lender under the Underwriters to purchase Credit Agreement and the other Loan Documents. (e) The address of the Company to sell the Optional Shares) shall thereupon terminate, without liability Additional Lender for purposes of all notices and other communications is as set forth on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne Administrative Questionnaire delivered by the Company and Additional Lender to the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultAdministrative Agent.

Increase in Commitment. (a) If any Underwriter shall default in its obligation Pursuant to purchase Section 2.17 of the Shares which it Credit Agreement, each Lender has agreed to purchase hereunder at a Time of Deliveryagreed, you may in your discretion arrange for you or another party or other parties to purchase such Shares severally, but not jointly, on the terms contained hereinset forth in this Agreement, to make the Incremental Revolving Commitments as set forth on Schedule I attached hereto. If within thirty-six hours after such default by any Underwriter you do not arrange After giving effect to this Agreement, the Revolving Commitment for each of the purchase of such Shares, then the Company Lenders shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares as set forth on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such SharesSchedule I attached hereto. (b) If, after giving effect to any arrangements for the purchase Each Lender (i) confirms that it has received a copy of the Shares of a defaulting Underwriter by you Credit Agreement, the other Loan Documents and the Company as provided in subsection (a) aboveamendments and exhibits thereto, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh together with copies of the aggregate number financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) agrees (and, if it was a Lender before the effectiveness of this Agreement, confirms that it has agreed) that it has and will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in entering into the Credit Agreement and this Agreement, and in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes (or, if it was a Lender before the effectiveness of this Agreement, confirms that it has appointed and authorized) the Administrative Agent to take such actions as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees (and, if it was a Lender before the effectiveness of this Agreement, confirms that it has agreed) that it will perform in accordance with their terms all of the Shares obligations which by the terms of the Credit Agreement are required to be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve performed by it as a defaulting Underwriter from liability for its defaultLender. (c) If, after giving effect to any arrangements for the purchase The terms of the Shares of a defaulting Underwriter by you repayment and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement (or, Applicable Margin with respect to the Second Time Incremental Revolving Commitments shall be the same as those applicable to Revolving Loans, as set forth in the Credit Agreement (as amended hereby). (d) Each of Deliverythe Administrative Agent and the Borrower agrees that, as of the date hereof, the Additional Lender shall (a) be a party to the Credit Agreement and the other Loan Documents, (b) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents and (c) have the rights and obligations of a Lender under the Underwriters to purchase Credit Agreement and the other Loan Documents. (e) The address of the Company to sell the Optional Shares) shall thereupon terminate, without liability Additional Lender for purposes of all notices and other communications is as set forth on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne Administrative Questionnaire delivered by the Company and Additional Lender to the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultAdministrative Agent.

Increase in Commitment. (a) If The Company may, at its option any Underwriter shall default in its obligation time after the 2019 Restatement Effective Date and before the Termination Date, seek to purchase (i) increase the Shares which it has agreed 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 purchase hereunder at a Time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event Administrative Agent; provided that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments subject to the Registration Statement or the Prospectus which calculation adjustments set forth in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement 1.3 with respect to any Incremental Term Loans being incurred in connection with a Limited Condition Transaction, the aggregate principal amount of all Incremental Commitments shall not exceed the greater of (x) $500,000,000 and (y) such Sharesother 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) IfAny 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 less, the maximum amount of Incremental Commitments remaining to be established hereunder) sought by the 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 giving effect 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 arrangements for portion of such Commitment Increase be allocated and the purchase amounts of such allocations. The Administrative Agent, subject to the consent of the Shares 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 a defaulting Underwriter by you the Administrative Agent, each Issuing Lender, the Swing Line Lender and the Company as provided in subsection (a) above, which have expressed a desire to accept the aggregate number Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such Shares which remains unpurchased does not exceed one-eleventh revised allocations of the aggregate number Commitments, including the desired increase. No Commitment Increase shall become effective until each of all the Shares to be purchased at Incremental Lenders extending such Time of Delivery, then Commitment Increase and the Company shall have delivered to the right Administrative Agent a document in form reasonably satisfactory to require each non-defaulting Underwriter the Administrative Agent pursuant to purchase which any such Incremental Lender states the number amount of shares which its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultnew Commitments. (c) IfAny 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 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 case that the proceeds of any arrangements for Incremental Term Loans are being used to finance a Limited Condition Transaction, in which case the purchase 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 Shares consummation of a defaulting Underwriter by you such Limited Condition Transaction); (ii) all other fees and expenses owing in respect of such increase to the Administrative Agent and the Company as provided in subsection Lenders will have been paid; (aiii) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise be in pro forma compliance with each of the right described covenants set forth in subsection Section 11.12 (bgiving effect, if applicable, to the provisos thereto) above to require a non-defaulting Underwriter to purchase Shares as of a defaulting Underwriter, then this Agreement the last day of the most recently ended Fiscal Quarter (or, with respect 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 Second Time 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 Deliverythe 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 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 the Underwriters to purchase and Lenders (or Lenders in respect of the Company applicable facility or tranche) hereunder. After giving effect to sell any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Optional SharesLenders 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 the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder (an “Incremental Revolving Loan”) shall thereupon terminatebe deemed, without liability on for all purposes, a Revolving Loan. The Administrative Agent may elect or decline to arrange the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne increase in Commitment sought by the Company and but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Underwriters as provided Administrative Agent in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultsuch efforts.

Increase in Commitment. Provided no Default or Event of Default has occurred and is continuing, the Borrower may, on any Business Day on or after May 2, 2002 and on or prior to July 31, 2002, with the written consent of the Administrative Agent, increase the aggregate amount of the Commitments by delivering a Commitment Amount Increase Request in the form of Exhibit F hereto at least five (a5) If Business Days prior to the desired effective date of such increase (the "Commitment Amount Increase") identifying an additional Bank (or additional Commitment agreed to be made by any Underwriter existing Bank) and the amount of its Commitment (or additional amount of its Commitment); provided, however, that any increase of the aggregate amount of the Commitments to an amount in excess of $200,000,000 will require the approval of the Required Banks. The effective date of the Commitment Amount Increase shall default be agreed upon by the Borrower and the Administrative Agent (whose consent shall not be unreasonably withheld). Upon the effectiveness thereof, each new Bank (or, if applicable, each existing Bank which consented to an increase in its obligation to purchase the Shares which it has agreed to purchase hereunder at a Time of Delivery, you may Commitment) shall advance Loans in your discretion arrange for you or another party or other parties to purchase an amount sufficient such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company its Loan each Bank shall have the right to require each non-defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase outstanding its pro rata share (based of Loans. It shall be a condition to such effectiveness that no Eurocurrency Loans be outstanding on the number date of Shares which such Underwriter agreed effectiveness and that the Borrower shall not have terminated any portion of the Commitments pursuant to purchase hereunderSection 2.6 hereof. The Borrower 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 Commitment and no Bank's Commitment shall be increased without its consent thereto, and each Bank may at its option, unconditionally and without cause, decline to increase its Commitment. Section 9.1 (k) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein Credit Agreement is hereby in its entirety and as so amended shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company read as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.follows:

Increase in Commitment. (a) If At any Underwriter time prior to the Maturity Date, the Borrower may by written notice to the Administrative Agent elect to request an increase to the existing Commitments (any such increase, the “Incremental Commitments”); provided that (x) the aggregate Commitments (after giving effect to any Incremental Commitments) may not exceed the Aggregate Maximum Commitment, (y) any such request for an Incremental Commitment shall default be in a minimum amount of $5,000,000 (or such lesser amount as may be approved by the Administrative Agent), and (z) the Borrower shall make no more than five (5) requests in the aggregate for an Incremental Commitment under this Section 2.18. Such notice shall specify the date (an “Increased Amount Date”) on which the Borrower proposes that the Incremental Commitments, shall be made available, which shall be a date not less than 5 Business Days (or such lesser number of days as may be agreed to by the Administrative Agent in its obligation sole discretion) after the date on which such notice is delivered to purchase the Shares which it has agreed to purchase hereunder at a Time Administrative Agent. The Borrower shall notify the Administrative Agent in writing of Delivery, you may in your discretion arrange for you or another party the identity of each Lender or other parties financial institution (which in any event shall not be the Borrower or an Affiliate of the Borrower) reasonably acceptable to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for Administrative Agent and the purchase L/C Issuer (each, an “Incremental Lender”) to whom the Incremental Commitments have been (in accordance with the prior sentence) allocated and the amounts of such Sharesallocations; provided that any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, then in its sole discretion, to provide an Incremental Commitment. Such Incremental Commitments shall become effective as of such Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Commitments; (ii) the Company representations and warranties contained in Article III and the other Loan Documents shall be entitled true and correct in all material respects on and as of the Increased Amount Date, except to a further period the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of thirty-six hours within such earlier date; (iii) such Incremental Commitments shall be evidenced by one or more joinder agreements executed and delivered to Administrative Agent by each Incremental Lender, as applicable, and each shall be recorded in the Register, each of which to procure another party or other parties shall be reasonably satisfactory to you the Administrative Agent and subject to purchase such Shares on such termsthe requirements set forth in Section 2.11; and (iv) the Borrower and its Affiliates shall not be permitted to commit to or participate in any Incremental Commitments. In Each of the event parties hereto hereby agrees that, within upon the respective prescribed periods, you notify the Company that you have so arranged for the purchase effectiveness of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven days, any joinder agreements in order to effect whatever changes may thereby be made necessary connection with any Incremental Commitments as described in the Registration Statement or preceding sentence, this Agreement shall be deemed amended to the Prospectus, or in any other documents or arrangementsextent (but only to the extent) necessary to reflect the existence and terms of the Incremental Commitments evidenced thereby, and the Company agrees to file promptly any amendments to Administrative Agent, the Registration Statement or Collateral Agent and the Prospectus which in your opinion Borrower may thereby be made necessary. The term “Underwriter” as used in revise this Agreement shall include to evidence such amendments without the consent of any person substituted under this Section with like effect as if Lender that is not providing such person had originally been a party to this Agreement with respect to such SharesIncremental Commitments. (b) IfOn any Increased Amount Date on which Incremental Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each of the existing Lenders shall assign to each of the Incremental Lenders, and each of the Incremental Lenders shall purchase from each of the existing Lenders, at the principal amount thereof, such interests in the outstanding Loans and participations in Letters of Credit outstanding on such Increased Amount Date that will result in, after giving effect to any arrangements for all such assignments and purchases, such Loans and participations in Letters of Credit being held by existing Lenders and Incremental Lenders ratably in accordance with their Commitments after giving effect to the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number addition of such Shares which remains unpurchased does not exceed one-eleventh of Incremental Commitments to the aggregate number of Commitments, (ii) each Incremental Commitment shall be deemed for all the Shares to purposes a Commitment and each Loan made thereunder shall be purchased at such Time of Deliverydeemed, then the Company shall for all purposes, a Loan and have the right same terms as any existing Loan and (iii) each Incremental Lender shall become a Lender with respect to require each non-defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultCommitments and all matters relating thereto. (c) If, after giving effect to any arrangements for The Administrative Agent shall notify the purchase Lenders promptly upon receipt of the Shares Borrower’s notice of a defaulting Underwriter by you an Increased Amount Date and, in respect thereof, the Incremental Commitments and the Company as provided in subsection Incremental Lenders. (ad) aboveAs a condition precedent to the Incremental Commitments being effected pursuant to this Section 2.18, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh Borrower shall, and shall cause each Loan Party to, enter into, and deliver to the Administrative Agent and the Collateral Agent, reaffirmations of the aggregate number of all guarantees and the Shares to be purchased at such Time of Delivery, or if security interests and Liens granted by the Company shall not exercise Loan Parties under the right described Security Documents in subsection (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement (or, with respect form reasonably satisfactory to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company Administrative Agent and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultCollateral Agent.

Increase in Commitment. (a) If any Underwriter shall default in its obligation Subject to purchase Section 2.4 and with the Shares which it has agreed to purchase hereunder at a Time prior consent of Deliverythe Agent, you may in your discretion arrange for you or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company may request to increase the Aggregate Commitment in increments of $5,000,000, provided that (i) the Aggregate Commitment may not exceed $100,000,000 at any time and (ii) the Aggregate Commitment may not be increased to an amount in excess of the then current Borrowing Base. Any such request to increase the Aggregate Commitment shall be entitled deemed to be a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify certification by the Company that you have so arranged for at the purchase time of such Sharesrequest, there exists no Default or Event of Default and the representations and warranties contained in Section 6 are true and correct as of such date or, if applicable only to a prior date, as of such prior date. Any request from the Company notifies you to increase the Aggregate Commitment shall be delivered to each Lender and shall be implemented by one or more existing Lenders agreeing to increase their Commitments (provided that it has so arranged for the purchase of such Shares, you or the Company no Lender shall have any obligation to increase its Commitment but each Lender shall have the right to postpone elect to increase its Commitment in its sole discretion pro rata with any other Lenders increasing their Commitments prior to any new Lender or Lenders becoming party hereto) or by one or more new lenders agreeing to become a Lender hereunder or by any combination of the foregoing, as determined by the Agent and the Arranger in consultation with the Company. Prior to any such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary increase in the Registration Statement Aggregate Commitment becoming effective, the Agent shall have received, unless waived by the Agent and the Required Lenders: (a) copies, certified by the secretary of the Company and each Guarantor of their respective Board of Directors' resolutions and of resolutions or the Prospectus, or in actions of any other documents or arrangements, body authorizing the increase in the Aggregate Commitment and the Company agrees to file promptly any amendments to confirmation and ratification of the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares.Guaranties and all other Loan Documents; (b) Ifa certificate, signed by the chief financial officer of the Company, showing that after giving effect to any arrangements for the purchase increase in the Aggregate Commitment, no Default of the Shares Event of a defaulting Underwriter by you Default shall occur and the Company as provided shall be in subsection (a) above, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of compliance with all the Shares to be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, covenants in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.this Agreement; (c) Ifcopies of all governmental and nongovernmental consents, after giving effect to any arrangements for approvals, authorizations, declarations, registrations or filings required on the purchase part of the Shares of a defaulting Underwriter by you Company or any Guarantor in connection with the increase in the Aggregate Commitment, certified as true and the Company correct in full force and effect as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number date of all the Shares to be purchased at such Time increase by a duly authorized officer of Deliverythe Company, or if none are required, a certificate of such officer to that effect; (d) a confirmation and ratification of all Loan Documents signed by the Company and all Guarantors and in form and substance satisfactory to the Agent; (e) evidence satisfactory to the Agent that no Material Adverse Effect shall not exercise the right described in subsection (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement (or, have occurred with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and its Subsidiaries since the Underwriters most recent financial statements provided to the Lenders hereunder; and (f) such other documents and conditions as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for Agent or its defaultcounsel may have reasonably requested.

Increase in Commitment. The Company may, at its option any time before the Termination Date, on no more than three occasions, seek to increase the Commitment (aany such increase, the “Incremental Commitments”) If by up to an aggregate amount not exceeding $50,000,000 (resulting in a maximum Commitment of $400,000,000) upon written notice to Administrative Agent, which notice 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 any Underwriter such incremental increase (which shall default not be less than $20,000,000) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to Administrative Agent and (iii) the identity of each Lender (each, an “Incremental Revolving Loan Lender”) to whom the Company proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations. Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the incremental increase (which may be declined by any Lender (including in its obligation sole discretion)) in the Commitment on either a ratable basis to purchase the Shares Lenders or on a non pro-rata basis to one or more Lenders and/or to other banks or entities reasonably acceptable to each of Administrative Agent, each Issuing Lender, the Swing Line Lender and the Company which it has agreed have expressed a desire to purchase hereunder at a Time of Delivery, you may accept the increase in your discretion arrange for you or another party or other parties to purchase such Shares on the terms contained hereinCommitment. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase Administrative Agent will then notify each existing and potentially new Lender of such Sharesrevised allocations of the Commitment, then including the desired increase. No increase in the Commitment shall become effective until each of the existing or new Lenders extending such incremental Commitment and the Company shall have delivered to Administrative Agent a document in form reasonably satisfactory to Administrative Agent pursuant to which any such existing Lender states the amount of its Incremental Commitment, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments. Such Incremental Commitments shall become effective as of such Increased Amount Date; provided that (1) 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; (2) all other fees and expenses owing in respect of such increase to Administrative Agent and the Lenders will have been paid; (3) the Company shall be entitled to a further period in pro forma compliance with each of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event that, within covenants set forth in Section 11.14 as of the respective prescribed periods, you notify last day of the Company that you have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares. (b) If, most recently ended Fiscal Quarter after giving effect to such Incremental Commitments and other customary and appropriate pro forma adjustment events, including any arrangements for acquisitions or dispositions after the purchase beginning of the Shares relevant determination period but prior to or simultaneous with the borrowing of a defaulting Underwriter by you such Incremental Commitments, and provided that for purposes of calculating the Company as provided in subsection (a) aboveTotal Debt to EBITDA Ratio, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Shares Commitments (including any Incremental Commitments) shall be assumed to be purchased at such Time of Delivery, then fully drawn; and (4) the Company shall have the right deliver or cause to require each non-defaulting Underwriter to purchase the number of shares which be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after transaction. After giving effect to such Incremental Commitments, 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 Commitment. The terms of any arrangements for such Incremental Commitments and the purchase extensions of credit made pursuant thereto shall be identical to those of the Shares of a defaulting Underwriter by you other Commitments and the Company as provided in subsection extensions of credit made pursuant thereto. Each Incremental Commitment shall be deemed for all purposes a Commitment and each Loan made thereunder (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Sharesan “Incremental Revolving Loan”) shall thereupon terminatebe deemed, without liability on for all purposes, a Revolving Loan. Administrative Agent may elect or decline to arrange the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne increase in Commitment sought by the Company and the Underwriters as provided but is under no obligation to arrange or consummate any such increase. The Company will cooperate with Administrative Agent in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultsuch efforts.

Increase in Commitment. (ai) If At any Underwriter shall default time upon written notice to Agent, Nordson may request that the Total Commitment Amount be increased by an amount not to exceed One Hundred Million Dollars ($100,000,000) in its obligation to purchase the Shares which it aggregate for all such increases from the Closing Date until the last day of the Commitment Period, provided that (A) no Default or Event of Default has agreed to purchase hereunder occurred and is continuing at a Time the time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Shares request and on the terms contained hereindate of any such increase and (B) Nordson shall have delivered to Agent, together with such written notice, a copy of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested increase in the Total Commitment Amount, which resolutions shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. If within thirty-six hours after Upon receipt of any such default by any Underwriter you do not arrange for the purchase request, Agent shall deliver a copy of such Shares, then request to each Bank. Nordson shall set forth in such request the Company amount of the requested increase in the Total Commitment Amount (which in each case shall be entitled in a minimum amount of Twenty-Five Million Dollars ($25,000,000)) and the date on which such increase is requested to a further period become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event request and that, within in any event, must be at least ninety (90) days prior to the respective prescribed periodslast day of the Commitment Period), you notify and shall offer each Bank the Company that you have so arranged for the purchase of such Sharesopportunity to increase its Revolving Commitment. Each Bank shall, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right by notice to postpone such Time of Delivery for a period of Nordson and Agent given not more than seven daysten (10) days after the date of Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Bank so agreeing being an “Increasing Bank”) or decline to increase its Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks or other entities that are reasonably acceptable to Agent (each such Person so agreeing being an “Augmenting Bank”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), and Nordson and each Augmenting Bank shall execute all such documentation as Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Bank with a Revolving Commitment hereunder. Any increase in the Total Commitment Amount may be made in an amount that is less than the increase requested by Nordson if Nordson is unable to arrange for, or chooses not to arrange for, Augmenting Banks, in order to effect whatever changes the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitments, as the case may thereby be made necessary be, in excess of the Registration Statement aggregate increase amount requested by Nordson, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Sharesincreased amount. (bii) IfAny increase in the Total Commitment Amount pursuant to this Section 2.07(b) shall not serve to increase the Foreign Borrower Borrowing Limit. (iii) Each of the parties hereto agrees that Agent may, in consultation with Nordson, take any and all actions as may be reasonably necessary to ensure that after giving effect to any arrangements for increase in the purchase Total Commitment Amount pursuant to this Section, the outstanding Revolving Loans (if any) are held by the Banks with Revolving Commitments in accordance with their new Commitment Percentages. This may be accomplished at the discretion of Agent: (w) by requiring the outstanding Loans to be prepaid with the proceeds of new Loans; (x) by causing the Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and Augmenting Banks; (y) by permitting the Loans outstanding at the time of any increase in the Total Commitment Amount pursuant to this Section 2.07(b) to remain outstanding until the last days of the Shares of a defaulting Underwriter respective Interest Periods therefor, even though the Banks would hold such Loans other than in accordance with their new Commitment Percentages; or (z) by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh any combination of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultforegoing. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Increase in Commitment. (a) If At any Underwriter shall default in its obligation time prior to purchase the Shares which it has agreed to purchase hereunder at a Time of DeliveryRevolving Credit Termination Date, you may in your discretion arrange for you or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company Borrower shall have the right to postpone such Time of Delivery for a period of not more than seven daysability, in order consultation with the Administrative Agent, to effect whatever changes may thereby be made necessary request increases in the Registration Statement or the ProspectusCommitment (each, or a “Requested Commitment Increase”); provided that (i) no Lender shall have any obligation to participate in any other documents Requested Commitment Increase, (ii) in no event shall the aggregate amount of all Requested Commitment Increases exceed $50,000,000, (iii) each such Requested Commitment Increase shall be in a minimum principal amount of $10,000,000 or, if less, the remaining amount permitted pursuant to clause (ii) above, (iv) no Default or arrangementsEvent of Default shall have occurred and be continuing or would result from the proposed Requested Commitment Increase, and (v) the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which Borrower shall have demonstrated pro forma compliance with all financial covenants set forth in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like Article 9 before and after giving effect as if such person had originally been a party to this Agreement with respect to such SharesRequested Commitment Increase. (b) IfThe Administrative Agent shall promptly give notice of such requested increase to the Lenders. Each Lender shall notify the Administrative Agent within five (5) Business Days (or such longer period of time which may be agreed upon by the Administrative Agent and the Borrower and communicated to the Lenders) from the date of delivery of such notice to the Lenders whether or not it agrees to increase its Commitment and, after giving effect if so, by what amount. Any Lender not responding within such time period shall be deemed to any arrangements for have declined to increase its Commitment. The Administrative Agent shall notify the purchase Borrower of the Shares of Lenders’ responses to each request made hereunder. The Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a defaulting Underwriter by you joinder agreement in form and substance reasonably satisfactory to the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultAdministrative Agent. (c) IfUpon the completion of each Requested Commitment Increase, after giving effect (i) entries on Schedule 1.1 will be revised to any arrangements for reflect the purchase revised Commitments and Commitment Percentages of each of the Shares Lenders (including each new Lender) and (ii) the outstanding Revolving Credit Loans will be reallocated on the effective date of a defaulting Underwriter by you such increase among the Lenders in accordance with their revised Commitment Percentages (and the Company as provided in subsection Lenders (aincluding each new Lender) above, the aggregate number of having a Commitment agree to make all payments and adjustments necessary to effect such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company reallocation and the Underwriters Borrower shall pay any and all costs required pursuant to Section 2.6(c) in connection with such reallocation as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve if such reallocation were a defaulting Underwriter from liability for its defaultrepayment).

Increase in Commitment. At the request of the Borrowers, the Lender shall increase the Commitment if each of the following conditions is satisfied: (a) If any Underwriter SWK Holdings shall default have consummated an offering or series of offerings of its Equity Interests consisting of common stock of SWK Holdings after the Closing Date in its obligation to purchase the Shares which it has agreed to purchase hereunder at a Time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties form and substance reasonably satisfactory to you to purchase such Shares the Lender resulting in Net Proceeds of at least $10,000,000 in cash received by SWK Holdings on such terms. In or before the event that, within last day of the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares.Draw Period; (b) Ifsuch requested increase in the Commitment shall be in a minimum amount of $3,000,000, with any increases over such minimum amount in integral multiples of $1,000,000; (c) such requested increase in the Commitment shall not cause the aggregate amount of the Commitment to exceed $30,000,000; (d) the Borrowers shall have delivered to the Lender a certificate of each Credit Party signed by an authorized officer of such Credit Party (i) certifying and attaching the resolutions adopted by each Credit Party approving or consenting to such increase and (ii) certifying that before and after giving effect to any arrangements for such increase, (A) the purchase representations and warranties contained in Article V and the other Loan Documents are true in all material respects (provided that such materiality qualifier shall not apply to the extent a specific representation or warranty contains a materiality qualifier) as of such date (except in the case of representations and warranties that are made solely as of a specific date, which representations and warranties shall be true and correct in all material respects as of such date), and (B) no Default exists; (e) the Borrowers shall have delivered to Lender a favorable opinion of counsel, reasonably acceptable to the Lender, as to such matters concerning the Credit Parties, the enforceability of the Shares of a defaulting Underwriter by you Loan Documents, and the Company as provided in subsection (a) above, validity of liens and security interests under the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery andSecurity Documents, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, case after giving effect to any arrangements for the purchase of to the Shares of increase in the Commitment; and (f) the Borrower shall have delivered to Lender a defaulting Underwriter Note made by you and Borrowers payable to the Company as provided Lender in subsection (a) above, the aggregate number principal amount of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultrequested increase.

Increase in Commitment. (i) So long as (a) If no Default or Unmatured Default has occurred and is continuing, and (b) the Borrower has not terminated or reduced in part any Underwriter unused portion of the Commitments at any time pursuant to Section 2.5, the Borrower may, at any time and from time to time, by notice to the Administrative Agent, request, not more than two (2) times each calendar year, an increase in the Aggregate Commitment within the limitations hereafter described, which notice shall default set forth the amount of such increase. In accordance with Section 2.6(iv), the Aggregate Commitment may be so increased either by having one or more Purchasers that have been approved by the Borrower and the Administrative Agent become Lenders and/or by having any one or more of the then existing Lenders (at their respective election in its obligation their sole discretion) increase the amount of their Commitment ("Increasing Lenders"), provided that (A) the Commitment of any Purchaser shall not be less than $10,000,000 and the sum of the Commitments of the Purchasers and the increases in the Commitments of the Increasing Lenders shall be in an aggregate amount of not less than $10,000,000 (and, if in excess thereof, in integral multiples of $5,000,000); (B) the aggregate amount of all the increases in the Aggregate Commitment pursuant to purchase this Section 2.6 shall not exceed $75,000,000; (C) the Shares Borrower, each Purchaser and/or each Increasing Lender shall have executed and delivered to the Administrative Agent a commitment and acceptance (the "Commitment and Acceptance") substantially in the form of Exhibit F hereto, and the Administrative Agent shall have accepted and executed the same, (D) if requested by the Purchaser and/or the Increasing Lenders, the Borrower shall have executed and delivered to the Administrative Agent a Note or Notes payable to the order of each Purchaser and/or each Increasing Lender, each such Note to be in the amount of such Purchaser's Commitment or such Increasing Lender's Commitment (as applicable), (E) the Guarantors shall have consented in writing to the new Commitments or increases in Commitments (as applicable) and shall have agreed that their Guaranty continue in full force and effect, and (F) the Borrower, each Purchaser and/or each Increasing Lender shall otherwise have executed and delivered such other instruments and documents as the Administrative Agent shall have reasonably requested in connection with such new Commitment or increase in the Commitment (as applicable). The form and substance of the documents required under clauses (C) through (F) above shall be reasonably acceptable to the Administrative Agent. The Administrative Agent shall provide prior written notice to all of the Lenders hereunder of the admission of any Purchaser or the increase in the Commitment of any Increasing Lender hereunder and shall furnish to each of the Lenders copies of the documents required under clause (C), (E) and (F) above. (ii) Upon the effective date of any increase in the Aggregate Commitment pursuant to the provisions hereof ("Increase Date"), which it has Increase Date shall be mutually agreed upon by the Borrower, each Purchaser, each Increasing Lender and the Administrative Agent, each Purchaser and/or Increasing Lender shall make a payment to purchase the Administrative Agent in an amount sufficient, upon the application of such payments by all Purchasers and Increasing Lenders to the reduction of the Outstanding Credit Exposures of the Lenders (including the Increasing Lenders), to cause the Outstanding Credit Exposures of each Lender to be equal to each Lender's Pro Rata Share of the Aggregate Commitment as so increased. The Borrower hereby irrevocably authorizes each Purchaser and/or each Increasing Lender to fund to the Administrative Agent the payment required to be made pursuant to the immediately preceding sentence for application to the reduction of the Outstanding Credit Exposures of the Lenders, and each such payment shall constitute a Loan hereunder. If, as a result of the repayment of the Outstanding Credit Exposures provided for in this Section 2.6(ii), any payment of a Eurodollar Loan occurs on a day which is not the last day of the applicable Interest Period, the Borrower will pay to the Administrative Agent for the benefit of any of the Lenders (including any Increasing Lender to the extent of Eurodollar Loans held by such Increasing Lender prior to such Increase Date) holding a Eurodollar Loan any loss or cost incurred by such Lender resulting therefrom in accordance with Section 3.4. Upon the Increase Date, all Loans outstanding hereunder at a Time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Shares (including any Loans made by the Purchasers and/or Increasing Lenders on the terms contained hereinIncrease Date) shall be Floating Rate Loans, subject to the Borrower's right to convert the same to Eurodollar Loans on or after such date in accordance with the provisions of Section 2.10. (iii) Upon the Increase Date and the making of the Loans by the Purchasers and/or Increasing Lenders in accordance with the provisions of Section 2.6(ii), each Purchaser and/or each Increasing Lender shall also be deemed to have irrevocably and unconditionally purchased and received without recourse or warranty, from the Lenders immediately prior to the Increase Date, an undivided interest and participation in any Facility LC and Swing Line Advance, as applicable, then outstanding, ratably, such that each Lender (including each Purchaser) holds a participation interest in each such Facility LC and Swing Line Advance, as applicable, in proportion to such Lender's Pro Rata Share. (iv) Upon the notice by the Borrower to the Administrative Agent pursuant to Section 2.6(i) hereof, each of the then existing Lenders shall have the right (at its election) to increase its Commitment by an amount equal to such Lender's Pro Rata Share of the proposed increase in the Aggregate Commitment. If within thirty-six hours after such default less than all of the proposed increase in Aggregate Commitment is elected by any Underwriter you do not arrange for the purchase of such Sharesexisting Lenders, then any of the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company then existing Lenders shall have the right to postpone increase its Commitment in an amount greater than such Time Lender's Pro Rata Share of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary the proposed increase in the Registration Statement or Aggregate Commitment with the Prospectus, or in any other documents or arrangements, Administrative Agent's approval. In the event the sum of each Purchaser's Commitment and the Company agrees increase in each Increasing Lender's Commitment is less than the requested increase in the Aggregate Commitment, the Borrower may elect to file promptly any amendments accept the increase in the Aggregate Commitment to be equal to such lesser amount. Notwithstanding anything to the Registration Statement contrary contained herein, the Administrative Agent shall not be liable for any failure to obtain Increasing Lenders or Purchasers hereunder or for any failure to increase the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Aggregate Commitment by the amount so requested by the Borrower pursuant to Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares2.6(i). (bv) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Shares Nothing contained herein shall constitute or otherwise be deemed to be purchased a commitment or agreement on the part of any Lender to increase its Commitment hereunder at such Time of Delivery, then the Company any time. No Lender (except only for itself) shall have the right to require each non-defaulting Underwriter decline Borrower's request pursuant to purchase Section 2.6(i) for an increase in the number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultAggregate Commitment. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Increase in Commitment. (a) If The Company may, at its option any Underwriter shall default in its obligation time after the Closing Date and before the Termination Date, seek to purchase (i) increase the Shares which it has agreed to purchase hereunder at Commitments (any such increase, a Time “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 Deliveryan existing tranche of term loans or a separate tranche of new term loans (any such term loans, you may in your discretion arrange for you or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments “Incremental Term Loans”) upon written notice to the Registration Statement or Administrative Agent; provided that the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement aggregate principal amount of all Incremental Commitments shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Sharesnot exceed $250,000,000. (b) IfAny 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 less, the maximum amount of Incremental Commitments remaining to be established hereunder) sought by the 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 giving effect 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 arrangements for portion of such Commitment Increase be allocated and the purchase amounts of such allocations. The Administrative Agent, subject to the consent of the Shares 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 a defaulting Underwriter by you the Administrative Agent, each Issuing Lender, the Swing Line Lender and the Company as provided in subsection (a) above, which have expressed a desire to accept the aggregate number Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such Shares which remains unpurchased does not exceed one-eleventh revised allocations of the aggregate number Commitments, including the desired increase. No Commitment Increase shall become effective until each of all the Shares to be purchased at Incremental Lenders extending such Time of Delivery, then Commitment Increase and the Company shall have delivered to the right Administrative Agent a document in form reasonably satisfactory to require each non-defaulting Underwriter the Administrative Agent pursuant to purchase which any such Incremental Lender states the number amount of shares which its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultnew Commitments. (c) IfAny 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, (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 and (3) if the initial yield on any new tranche of Incremental Term Loans (which shall be determined by the Administrative Agent and shall include the applicable interest rate and any original issue discount or upfront fees (but exclusive of any arrangement, structuring or other fees payable to any arrangers in connection therewith that are not shared with all Incremental Lenders providing such Incremental Term Loans), with any original issue discount or upfront fees being equated to interest based on an assumed four-year life to maturity) exceeds by more than 50 basis points (the amount of such excess above 50 basis points being referred to in each case as the “Yield Differential”), the interest rate then in effect for any existing tranche of Incremental Term Loans, then the applicable interest rate in effect for such existing tranche of Incremental Term Loans shall automatically be increased by the applicable Yield Differential, effective upon the making of such new Incremental Term Loans. 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 any arrangements for such Incremental Commitments or Incremental Term Loans; (ii) all other fees and expenses owing in respect of such increase to the purchase of the Shares of a defaulting Underwriter by you Administrative Agent and the Company as provided in subsection Lenders will have been paid; (aiii) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Fiscal Quarter 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 or the effectiveness of any Incremental Commitment of any Incremental Lender that is not exercise 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 right described applicable facility or tranche) hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (or Lenders in subsection (brespect of the applicable facility or tranche) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriterhereunder and shall be bound by all agreements, then this Agreement (or, with respect to the Second Time of Delivery, the acknowledgements and other obligations of the Underwriters to purchase and Lenders (or Lenders in respect of the Company applicable facility or tranche) hereunder. After giving effect to sell any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Optional SharesLenders 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 the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder (an “Incremental Revolving Loan”) shall thereupon terminatebe deemed, without liability on for all purposes, a Revolving Loan. The Administrative Agent may elect or decline to arrange the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne increase in Commitment sought by the Company and but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Underwriters as provided Administrative Agent in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultsuch efforts.

Increase in Commitment. (a) If So long as (a) no Default has occurred and is continuing, and (b) the Borrower has not terminated or reduced in part any Underwriter unused portion of the Commitments at any time pursuant to Section 2.5, the Borrower may, at any time and from time to time, by notice to the Agent, request an increase in the aggregate amount of the Commitments within the limitations hereafter described, which notice shall default set forth the amount of such increase. In accordance with Section 2.6(d), the aggregate amount of the Commitments may be so increased either by having one or more New Lenders that have been approved by the Borrower become Lenders and/or by having any one or more of the then existing Lenders (at their respective election in its obligation their sole discretion) increase the amount of their Commitment (Increasing Lenders), provided that (i) the Commitment of any New Lender shall not be less than $10,000,000 and the sum of the Commitments of the New Lenders and the increases in the Commitments of the Increasing Lenders shall be in an aggregate amount of not less than $10,000,000 (and, if in excess thereof, in integral multiples of $5,000,000); (ii) the aggregate amount of all the increases in the Commitments pursuant to purchase this Section 2.6 shall not exceed Fifty Million Dollars ($50,000,000); (ii) the Shares Borrower, each New Lender and/or each Increasing Lender shall have executed and delivered to the Agent a commitment and acceptance (the Commitment and Acceptance) substantially in the form of Exhibit F hereto, and the Agent shall have accepted and executed the same, (iv) the Borrower shall have executed and delivered to the Agent a Revolving Note or Revolving Notes payable to the order of each New Lender and/or each Increasing Lender, each such Revolving Note to be in the amount of such New Lender's Commitment or such Increasing Lenders Commitment (as applicable); (v) the Borrower shall have delivered to the Agent opinions of counsel (substantially similar to the forms of opinions provided for in Section 6.1(j), modified to apply to the increase in the Commitments and each new Revolving Note and Commitment and Acceptance executed and delivered in connection therewith); (vi) the Significant Subsidiaries shall have consented in writing to the new Commitments or increases in Commitments (as applicable) and shall have agreed that their Guarantees continue in full force and effect, and (vii) the Borrower, each New Lender and/or each Increasing Lender shall otherwise have executed and delivered such other instruments and documents as the Agent shall have reasonably requested in connection with such new Commitment or increase in the Commitment (as applicable). The form and substance of the documents required under clauses (iii) through (vii) above shall be reasonably acceptable to the Agent. The Agent shall provide written notice to all of the Lenders hereunder of the admission of any New Lender or the increase in the Commitment of any Increasing Lender hereunder and shall furnish to each of the Lenders copies of the documents required under clause (iii), (v), (vi) and (vii) above. (b) Upon the effective date of any increase in the aggregate amount of Commitments pursuant to the provisions hereof (Increase Date), which it has Increase Date shall be mutually agreed upon by the Borrower, each New Lender, each Increasing Lender and the Agent, each New Lender and/or Increasing Lender shall make a payment to purchase the Agent in an amount sufficient, upon the application of such payments by all New Lenders and Increasing Lenders to the reduction of the outstanding Revolving Loans held by the Lenders (including the Increasing Lenders) to cause the principal amount outstanding under the Revolving Loans made by each Lender to be equal to each Lenders Commitment Percentage of the aggregate amount of Commitments as so increased. The Borrower hereby irrevocably authorizes each New Lender and/or each Increasing Lender to fund to the Agent the payment required to be made pursuant to the immediately preceding sentence for application to the reduction of the outstanding Revolving Loans held by the other Lenders, and each such payment shall constitute a Revolving Loan hereunder. If, as a result of the repayment of the Revolving Loans provided for in this Section 2.6(b), any payment of a Eurodollar Loan occurs on a day which is not the last day of the applicable Interest Period, the Borrower will pay to the Agent for the benefit of any of the Lenders (including any Increasing Lender to the extent of Eurodollar Loans held by such Increasing Bank prior to such Increase Date) holding a Eurodollar Loan any loss or cost incurred by such Lender resulting therefrom in accordance with Section 5.5. Upon the Increase Date, all Revolving Loans outstanding hereunder at a Time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Shares (including any Revolving Loans made by the New Lenders and/or Increasing Lenders on the terms contained hereinIncrease Date) shall be Base Rate Loans, subject to the Borrower's right to convert the same to Eurodollar Loans on or after such date in accordance with the provisions of Section 3.5. (c) Upon the Increase Date and the making of the Revolving Loans by the New Lenders and/or Increasing Lenders in accordance with the provisions of Section 2.6(b), each New Lender and/or each Increasing Lender shall also be deemed to have irrevocably and unconditionally purchased and received without recourse or warranty, from the Lenders immediately prior to the Increase Date, an undivided interest and participation in any Letter of Credit and Swingline Loan, as applicable, then outstanding, ratably, such that each Lender (including each New Lender) holds a participation interest in each such Letter of Credit and Swingline Loan, as applicable, in proportion to such Lenders Commitment Percentage. (d) Upon the notice by the Borrower to the Agent pursuant to Section 2.6(a) hereof, each of the then existing Lenders shall have the right (at its election) to increase its Commitment by an amount equal to such Lenders Commitment Percentage of the proposed increase in the aggregate Commitments. If within thirty-six hours after such default less than all of the proposed increase in aggregate Commitments is elected by any Underwriter you do not arrange for the purchase of such Sharesexisting Lenders, then any of the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company then existing Lenders shall have the right to postpone increase its Commitment in an amount greater than such Time Lenders Commitment Percentage of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary the proposed increase in the Registration Statement or aggregate Commitments with the ProspectusAgents approval. If the entire amount of the proposed increase in aggregate Commitments is still not obtained, or Agent shall use its best efforts with Borrowers full cooperation to add New Lenders, acceptable to the Borrower and to the Agent, with new Commitments which when added to the increase in any other documents or arrangementsCommitments of the Increasing Lenders, shall equal the requested increase in the aggregate amount of the Commitments. In the event the sum of each New Lenders Commitment and the Company agrees increase in each Increasing Lenders Commitment is less than the requested increase in the aggregate amount of Commitments, the Borrower may elect to file promptly any amendments accept the increase in the aggregate amount of the Commitments to be equal to such lesser amount. Notwithstanding anything to the Registration Statement contrary, Agent shall not be liable for any failure to obtain Increasing Lenders or New Lenders hereunder or any failure to increase the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this aggregate amount of Commitments by the amount so requested by the Borrower pursuant to Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares2.6(a). (be) IfNothing contained herein shall constitute, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Shares or otherwise be deemed to be purchased a commitment or agreement on the part of any Lender to increase its Commitment hereunder at such Time of Delivery, then the Company any time. No Lender (except only for itself) shall have the right to require each non-defaulting Underwriter decline Borrower=s request pursuant to purchase the number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, Section 2.6(a) for an increase in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number amount of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultCommitments.

Increase in Commitment. Unless a Default has occurred and is continuing, and subject to the satisfaction of the conditions in Section 2.20(b), the Company, by written notice to the Administrative Agent (the "ADDITIONAL COMMITMENT NOTICE"), may request on up to two (2) occasions during the Availability Period and prior to May 27, 2006 that the total Commitments be increased by an amount not less than $20,000,000 per request and not more than $50,000,000 in the aggregate (such that the total Commitments after such increase shall never exceed $225,000,000); provided that for any such request (a) If any Underwriter shall default in its obligation to purchase the Shares Lender which it has agreed to purchase hereunder at a Time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been is a party to this Agreement with respect prior to such Shares. request for increase, at its sole discretion, may elect to increase its Commitment, but shall not have any obligation to so increase its Commitment, and (b) Ifin the event that the Lenders party to this Agreement prior to such request do not elect to increase their respective Commitments to cover the amount of the requested increase, after giving effect the Arranger shall use commercially reasonable efforts to locate additional lenders reasonably acceptable to the Administrative Agent willing to hold commitments for the requested increase. In the event that lenders commit to any arrangements for such increase, (i) the purchase Commitments of the Shares committed Lenders shall be increased accordingly, (ii) the Applicable Percentages of each of the Lenders shall be adjusted accordingly (or, in the case of a defaulting Underwriter by you new lender not previously party hereto, added to SCHEDULE 1) and the Company Borrowers shall make such borrowings and repayments as provided shall be necessary to effect such reallocation of the Commitments, (iii) if requested by any Lender making an additional or new commitment, new Notes shall be issued, and (iv) other changes shall be made by way of supplement, amendment or restatement of any Loan Document as may be necessary or desirable to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Commitments or any other lenders have agreed to make new commitments pursuant to this Section 2.20 without the consent of any Lender other than those Lenders increasing their Commitments. The fees payable by the Borrowers upon any such increase in subsection (a) aboveCommitments shall be agreed upon by the Arranger and the Borrowers at the time of such increase. In the event of any such increase of the Commitments pursuant to this Section 2.20, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh LC Exposure of the aggregate number of all Lenders shall remain $20,000,000. Notwithstanding the Shares foregoing, nothing in this Section 2.20 shall constitute or be deemed to be purchased at such Time of Delivery, then the Company shall have the right constitute an agreement by any Lender to require each non-defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase increase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase Commitment hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.