Common use of Increase in Commitments Clause in Contracts

Increase in Commitments. The Borrower shall have the right upon at least fifteen (15) Business Days' prior written notice to the Administrative Agent to increase the Aggregate Revolving Committed Amount by up to $25,000,000, in a single increase, at any time on or after the Closing Date, subject, however, in any such case, to satisfaction of the following conditions precedent: (i) no Default or Event of Default shall have occurred and be continuing on the date on which such Aggregate Revolving Committed Amount increase is to become effective; (ii) the representations and warranties set forth in Section 5 of this Credit Agreement shall be true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date); (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable to the Administrative Agent from one or more Lenders acceptable to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such Lender.

Increase in Commitments. The Borrower shall have the right (a) Provided no Default has occurred and is continuing, upon at least fifteen (15) Business Days' prior written notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to increase the Aggregate Revolving Committed Amount by up to $25,000,000, in a single increase, at any time on or after the Closing Date, subject, however, Date request an increase in the aggregate amount of the Commitments by an amount (for all such requests) not exceeding $75,000,000 in the aggregate; provided that any such request for an increase shall be in a minimum amount of $10,000,000. Any such increase in the aggregate Commitments may be provided by any Lender willing to participate in any such caseincrease (each such Lender, a “Participating Lender”), or, subject to satisfaction the approval of the following conditions precedent: Administrative Agent, Eligible Assignees designated by the Borrower that are willing to participate in such increase (each, an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement,” in form and substance reasonably satisfactory to the Administrative Agent, pursuant to which such Increasing Lender shall become a party to this Agreement. The Administrative Agent and the Borrower shall determine (i) no Default or Event the final allocation of Default such increase among the Participating Lenders and Increasing Lenders and Schedule 2.01 attached hereto shall have occurred be automatically updated to reflect the same, and be continuing on the date on which such Aggregate Revolving Committed Amount increase is to become effective; (ii) the representations and warranties set forth in Section 5 effective date (the “Increase Effective Date”) of this Credit Agreement shall be true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date); (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with any such increase; (iv) such Aggregate Revolving Committed Amount increase . Nothing contained herein shall constitute, or otherwise be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only deemed to the extent thatbe, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable to on the Administrative Agent from one or more Lenders acceptable to the Administrative Agent and, with respect to part of any Lender that is not at such time a Lender to increase its Commitment hereunder, to the Borrower and (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such Lender.

Increase in Commitments. The Borrower shall have Subject to the right terms and conditions set forth herein, the Borrowers may at any time during the period from the Closing Date until May 16, 2005, upon at least fifteen (15) Business Days' prior written notice to the Administrative Agent to Agent, increase the Aggregate Revolving Committed Amount Commitments and/or the Term Loan by an amount up to an additional ONE HUNDRED MILLION DOLLARS ($25,000,000, 100,000,000) in a single increase, at any time on or after the Closing Date, subject, however, in any such case, to satisfaction of the following conditions precedentaggregate; provided that: (a) any such increase shall be in a minimum aggregate principal amount of $5 million and integral multiples of $1 million in excess thereof (or the remaining amount, if less), (b) on the effective date of such increase, (i) no Default or Event with respect to any increase in the Revolving Commitments, if any Revolving Loans are outstanding at the time of Default any such increase, the Borrowers shall have occurred make such payments and be continuing adjustments on the date on which such Aggregate Revolving Committed Amount increase is to become effective; Loans and (ii) with respect to any increase in the representations Term Loan, if any portion of the Term Loan is outstanding at the time of any such increase, the Borrowers shall make such payments and warranties adjustments on the Term Loan (in each case including payment of any amounts owing under Section 3.11) as necessary to give effect to the revised commitment percentages and commitment amounts, (c) the conditions to the making of a Loan set forth in Section 5 of this Credit Agreement 5.2 shall be true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date); (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effectivesatisfied, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (Ad) the Administrative Agent Borrowers shall obtain commitments for the amount of the increase from existing Lenders (provided that no existing Lender shall have received and accepted a corresponding amount of Additional Commitment(sany obligation to increase its commitments hereunder) pursuant to a commitment letter(s) or other commercial banks or financial institutions that would constitute an Eligible Assignee that are reasonably acceptable to the Administrative Agent from one (and with respect to any increase in the Revolving Commitments, the Issuing Lender and the Swingline Lender), provided that such other commercial banks and financial institutions join in this Credit Agreement as Lenders by joinder agreement or more Lenders other arrangement reasonably acceptable to the Administrative Agent and, Agent. In connection with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement increase in the form Commitments, Schedule 2.1(a) shall be revised to reflect the modified commitments and commitment percentages of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement")the Lenders, accepted in writing therein and the Borrowers will provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and, with respect to any Lender and the new Lenders (including the existing Lenders that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such Lenderare increasing their commitments) in connection therewith.

Increase in Commitments. The Borrower shall have the right (a) Provided there exists no Default, upon at least fifteen (15) Business Days' prior written notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, (with the approval of the Administrative Agent, which approval shall not be unreasonably withheld, conditioned or delayed) request an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding $250,000,000; provided that any such request for an increase shall be in a minimum amount of $25,000,000. To achieve the requested increase, the Borrower may ask one or more Lenders to increase their existing Commitments and/or invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no Lender shall be obligated to increase its Commitment pursuant to this Section 2.14. (b) If the Aggregate Revolving Committed Amount by up Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to $25,000,000, in a single such increase, at any time on or after the Closing Date, subject, however, in any such case, Borrower shall deliver to satisfaction the Administrative Agent a certificate dated as of the following conditions precedent: Increase Effective Date signed by a Responsible Officer (i) no Default certifying and attaching the resolutions approving or Event of Default shall have occurred consenting to such increase, and be continuing on the date on which such Aggregate Revolving Committed Amount increase is to become effective; (ii) certifying that, before and after giving effect to such increase (A) the representations and warranties set forth contained in Section 5 of this Credit Agreement shall be Article V are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (Increase Effective Date, except to the extent they expressly relate that such representations and warranties specifically refer to an earlier date); (iii) on or before the date on , in which case they are true and correct as of such Aggregate Revolving Committed Amount increase is to become effectiveearlier date, and except that for purposes of this Section 2.14, the Administrative Agent shall have received, for its own account, the mutually acceptable fees representations and expenses required by separate agreement of the Borrower warranties contained in Sections 5.06(a) and the Administrative Agent to be paid in connection with such increase; (iv5.06(b) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only deemed to refer to the extent that, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) most recent statements furnished pursuant to a commitment letter(ssubsections (a) acceptable to the Administrative Agent from one or more Lenders acceptable to the Administrative Agent andand (b), with respect to any Lender that is not at such time a Lender hereunderrespectively, to the Borrower of Section 6.01, and (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such Lender.

Increase in Commitments. The Borrower shall have the right (a) Provided there exists no Default, upon at least fifteen (15) Business Days' prior written notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, (with the approval of the Administrative Agent, which approval shall not be unreasonably withheld, conditioned or delayed) request an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding $250,000,000; provided that any such request for an increase shall be in a minimum amount of $25,000,000. To achieve the requested increase, the Borrower may ask one or more Lenders to increase their existing Commitments and/or invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no Lender shall be obligated to increase its Commitment pursuant to this Section 2.14. (b) If the Aggregate Revolving Committed Amount by up Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to $25,000,000, in a single such increase, at any time on or after the Closing Date, subject, however, in any such case, Borrower shall deliver to satisfaction the Administrative Agent a certificate dated as of the following conditions precedent: Increase Effective Date signed by a Responsible Officer (i) no Default certifying and attaching the resolutions approving or Event of Default shall have occurred consenting to such increase, and be continuing on the date on which such Aggregate Revolving Committed Amount increase is to become effective; (ii) certifying that, before and after giving effect to such increase (A) the representations and warranties set forth contained in Section 5 of this Credit Agreement shall be Article V are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (Increase Effective Date, except to the extent they expressly relate that such representations and warranties specifically refer to an earlier date); (iii) on or before the date on , in which case they are true and correct as of such Aggregate Revolving Committed Amount increase is to become effectiveearlier date, and except that for purposes of this Section 2.14, the Administrative Agent shall have received, for its own account, the mutually acceptable fees representations and expenses required by separate agreement of the Borrower warranties contained in Sections 5.06(a) and the Administrative Agent to be paid in connection with such increase; (iv5.06(b) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only deemed to refer to the extent that, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) most recent statements furnished pursuant to a commitment letter(ssubsections (a) acceptable to the Administrative Agent from one or more Lenders acceptable to the Administrative Agent andand (b), with respect to any Lender that is not at such time a Lender hereunderrespectively, to the Borrower of Section 6.01, and (B) each such Lender has executed an agreement no Default exists. The Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) if necessary to keep the outstanding Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the form of Schedule 3.4(cCommitments under this Section. (c) hereto (each such agreement a "New Commitment Agreement"), accepted This Section shall supersede any provisions in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect Section 2.13 or 11.01 to the Additional Commitment of such Lendercontrary.

Increase in Commitments. The Prior to the Termination Date, the Borrower shall have the right to increase the Commitments up to an additional $30,000,000 (in a minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof) on a PRO RATA basis for each of the Banks in accordance with the amount of their Commitment upon at least fifteen (15) one Business Days' Day's prior written notice to the Administrative Agent PROVIDED THAT: (i) the Borrower may exercise its right to increase the Aggregate Revolving Committed Amount by up Commitments pursuant to $25,000,000this Section 1.14 only one time, in a single increase, at any time on or after the Closing Date, subject, however, in any such case, to satisfaction of the following conditions precedent: (iii) no Default or Event of Default shall have occurred and be continuing on the date on which of such Aggregate Revolving Committed Amount increase is to become effective; (ii) the representations and warranties set forth in Section 5 of this Credit Agreement shall be true and correct in all material respects on and as of the date on which or would result from such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date); increase, (iii) on or before the date on which of such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent Borrower shall have received, for its own account, repaid in full the mutually acceptable fees and expenses required by separate agreement outstanding Term Loans from the proceeds of the Borrower issuance of Subordinated Debt, and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount the increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be Commitments to become effective on such date only to shall be in an amount no greater than the extent that, aggregate principal amount of the Term Loans repaid on or before such date. Upon the satisfaction of the foregoing provisions, (A) the Administrative Agent shall have received and accepted a corresponding amount Commitment of Additional Commitment(s) pursuant to a commitment letter(s) acceptable to each Bank shall, without any further action on the Administrative Agent from one or more Lenders acceptable to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to part of the Borrower or any Bank, be deemed amended to reflect the increase as provided in this Section 1.14. Section 2.1 (a) of the Credit Agreement is hereby amended by deleting clause (i) thereof in its entirety and inserting in its place the following: " (Bi) each such Lender has executed an agreement PRIOR TO THE ISSUANCE OF SUBORDINATED DEBT BY THE BORROWER, 0.250% PER ANNUM FOR EACH DAY LEVEL I STATUS EXISTS AND FROM AND AFTER THE DATE ON WHICH THE BORROWER ISSUES ANY SUBORDINATED DEBT 0.375% PER ANNUM FOR EACH DAY LEVEL I STATUS EXISTS." 4. The definition of "RESTRICTED PAYMENT" contained in Section 4 of the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted Credit Agreement is hereby amended in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such Lender.its entirety and as so amended shall read as follows:

Increase in Commitments. The (a) On a single occasion during each year subsequent to the Restatement Date, the Borrower shall have the right may, upon at least fifteen thirty (1530) Business Days' prior written days’ notice to the Administrative Agent (which shall promptly provide a copy of such notice to the Lenders), propose to increase the Aggregate Revolving Committed Amount by up amount of the Commitments in an aggregate minimum amount of $25,000,000 and an aggregate maximum amount for all increases pursuant to this Section 2.13 not to exceed $25,000,000, in a single 250,000,000 (the amount of any such increase, at any time on or after the Closing Date, subject, however, in any such case, to satisfaction “Increased Commitments”) provided that the Administrative Agent shall have received a certificate signed by a Designated Officer dated as of the following conditions precedent: (i) no Default or Event date of Default shall have occurred such increase in form and be continuing on substance satisfactory to the date on which such Aggregate Revolving Committed Amount increase is to become effective; (ii) Administrative Agent stating that the representations and warranties set forth contained in Section 5 of this Credit Agreement shall be Article V are true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (date, except to the extent they expressly relate that such representations and warranties specifically refer to an earlier date);, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.13, the representations and warranties contained in Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b) of Section 6.01 and the representations and warranties contained in Section 5.06 shall be deemed to refer to the most recent financial statements furnished pursuant to subsection (b) of Section 6.01 and that no Default has occurred and is continuing. (iiib) on or before The Borrower may offer the date on which such Aggregate Revolving Committed Amount increase is Increased Commitments to: (i) any Lender party to become effectivethis Agreement; provided, the Administrative Agent that any Lender offered an Increased Commitment shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent no obligation to be paid in connection with accept such increase; Increased Commitment; or (ivii) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) any other Eligible Assignee acceptable to the Administrative Agent from one and which agrees to become a party to this Agreement (an “Additional Lender”); provided that the Commitment of each such Lender or more Additional Lender equals or exceeds $10,000,000. The sum of (1) the aggregate amount of Commitment increases of any existing Lenders acceptable pursuant to this subsection (b) plus (2) the aggregate amount of any Commitments of Additional Lenders shall not in the aggregate exceed the total amount of the Increased Commitments. (c) An increase in the aggregate amount of the Commitments pursuant to this Section 2.13 shall become effective upon the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, signed by the Borrower, by each Additional Lender and by each other Lender whose Commitment is to be increased, setting forth the new Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Additional Commitment Increased Commitments and such opinions of such Lendercounsel for the Borrower with respect to the Increased Commitments as the Administrative Agent may reasonably request.

Increase in Commitments. (a) The Borrower shall have the right upon at least fifteen (15) Business Days' prior may, by written notice to the Administrative Agent in substantially the form of Exhibit “D”, request that the Tranche A Commitments and the Tranche B Commitments be increased by an aggregate amount not to exceed $400,000,000; provided that the Borrower may not make more than 3 such requests and each request shall be to increase both Classes of Commitments by an equal amount. Such notice shall set forth the Aggregate Revolving Committed Amount by up to amount of the requested aggregate increase (which shall be in a minimum aggregate amount of $25,000,000100,000,000 and in minimum aggregate increments of $5,000,000 above that amount, in a single increaseeach case, at divided equally between the two Classes), and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any time event, must be on or prior to the then applicable Commitment Termination Dates). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit “E”, which notice will offer each such Bank the opportunity to increase its Commitment of each Class by its applicable Pro Rata Share of the proposed increased amount for such Class. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit “F”, given not more than 10 days after the Closing Datedate of the Administrative Agent’s notice, subjecteither agree to increase its Commitments by all or a portion (provided such portion is divided equally between the Classes) of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase such Commitments (and any Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase such Commitments) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). For greater certainty, a Bank may only agree to increase both of its Commitments or decline to increase both of its Commitments. In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the third sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, in any such casethat each Augmenting Bank shall extend or increase Commitments of each Class by an equal amount, each Augmenting Bank that is not an existing Bank shall be subject to satisfaction the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Bank that is not an existing Bank shall execute such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Exhibit “H” evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.9, the Accommodations Outstanding of each Class (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following conditions precedent: consultation with the Borrower, (i) by requiring the Accommodations Outstanding of a Class to be prepaid with the proceeds of a new Accommodation, (ii) by causing Non-Increasing Banks to assign portions of their Accommodations Outstanding of a Class to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Accommodations up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.3, but shall otherwise be without premium or penalty. (c) Notwithstanding the foregoing, no Default or Event increase in the Commitments shall become effective under this Section 2.9 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing on or will result from the date on which increase in such Aggregate Revolving Committed Amount increase is to become effective; Commitments as set forth herein and (iiB) the representations and warranties set forth made by the Borrower in Section 5 8 shall be true and correct on and as of this Credit Agreement the date of the increase in the Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P, Moody’s and DBRS to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the date on which such Aggregate Revolving Committed Amount increase is to become effective 2024 Effective Date (except after giving effect to the extent they expressly relate to an earlier dateincurrence of the Commitment increase or Accommodations, as the case may be); , (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (A) the Administrative Agent shall have received a compliance certificate certifying and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent from one or more Lenders acceptable to Agent) that (A) each of the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to conditions set forth in the Borrower preceding clauses (i) and (ii) have been satisfied and (B) each such Lender has executed an agreement in on a historical pro forma basis (after giving effect to the form incurrence of Schedule 3.4(cthe applicable Commitment increase or Accommodations, as the case may be) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by as of the Administrative Agent and, last day of the most recently completed Six Month Period with respect to any Lender that is not at such time a Lender hereunderwhich, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such Six Month Period, (iv) in the event that a proposed increase in the Commitments pursuant to this Section 2.9 would result in the aggregate amount of the increases in Commitments pursuant to this Section 2.9 exceeding $375,000,000, the Administrative Agent shall have received a written confirmation from HMC that, upon and after the increase in the applicable Commitments, all Accommodations Outstanding and all interest hereunder will constitute “Debt” as such term is used in the HMC Support Agreement together with the certifications provided by the Borrower pursuant to Section 7.3(d) and (v) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agent. (d) Notwithstanding anything to the contrary in this Section 2.9, if, at the time that a request is made pursuant to this Section 2.9(a) or prior to the time such request is given effect, a Class of Commitments has been terminated or a Commitment Termination Date has occurred with respect to a Class, such request shall apply with respect to the Additional Commitment remaining Class of Commitments and this Section 2.9 shall apply mutatis mutandis to such Lenderrequest and any such increase.

Increase in Commitments. The (a) At any time until December 31, 2000, Borrower shall have may make a one-time request to increase the right combined Commitments up to an aggregate $100,000,000 in minimum increments of $10,000,000, upon at least fifteen (15) Business Days' prior written notice Requisite Notice to the Administrative Agent, accompanied by such documents evidencing corporate approval thereof as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Bank of such request. Each Bank shall have 30 days to respond whether, in its sole discretion, (i) it agrees to increase the Aggregate Revolving Committed Amount its Commitment by up an amount equal to $25,000,000, in a single its Pro Rata Share of such requested increase, at (ii) it agrees to increase its Commitment by an amount less than its Pro Rata Share of such requested increase or (iii) it does not agree to increase its Commitment. Any Bank that has not responded within the above time period shall be deemed not to have elected not to increase its Commitment. (b) To the extent that any time on Bank declines, or after the Closing Dateis deemed to have declined, subject, however, to participate in any such caseincrease to the full extent of its Pro Rata Share (a "DECLINING BANK"), to satisfaction Borrower may request, through the Administrative Agent, that one or more other Banks, in their sole discretion, further increase their Commitment(s) by the amount of the following conditions precedent: (i) no Default or Event of Default increase declined by the Declining Bank(s). Borrower shall have occurred execute and be continuing on the date on which such Aggregate Revolving Committed Amount increase is to become effective; (ii) the representations deliver amended Notes, as necessary, and warranties set forth in Section 5 of this Credit Agreement shall be true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date); (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have receiveddistribute an amended SCHEDULE 2.01 (which shall thereafter be incorporated into this Agreement), for its own accountto reflect any increase in the Commitments and each Bank's Pro Rata Share thereof. (c) In order to make all Bank's interests in any outstanding Loans ratable in accordance with any revised Pro Rata Shares after giving effect to any increase in the Commitments, Borrower shall pay or prepay, if necessary, on the mutually acceptable fees and expenses required by separate agreement effective date of the Borrower and the Administrative Agent to be paid in connection with any such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 , all outstanding Loans and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only pay, to the extent thatapplicable, any amounts due under SECTION 3.06. Borrower may then reborrow, if it desires to do so, such Loans from the Banks in accordance with their revised Pro Rata Shares. The Bank's Pro Rata Shares of Letter of Credit Usage shall also be deemed adjusted, on or before the effective of any such dateincrease, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant so that each Bank's pro rata share thereof is equal to a commitment letter(s) acceptable to the Administrative Agent from one or more Lenders acceptable to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such Lenderits revised Pro Rata Share.

Increase in Commitments. The Borrower shall have the right upon may, at least fifteen (15) Business Days' prior written notice to the Administrative Agent to increase the Aggregate Revolving Committed Amount by up to $25,000,000, in a single increaseits option, at any time on or after from time to time prior to the Closing Termination Date, subjectincrease the Total Commitments (each such increase, howevera “Commitment Increase” and the additional Commitments pursuant to each such Commitment Increase, “Incremental Commitments”) to an aggregate principal amount not to exceed $500,000,000600,000,000 (with each Commitment Increase being in a minimum aggregate principal amount of $5,000,000 (the “Minimum Increase Amount”) or a whole multiple of $1,000,000 in excess of the Minimum Increase Amount) by requesting that existing Lenders or new lenders commit to any such case, to satisfaction of the following conditions precedent: increase; provided that: (i) no Lender shall be required to commit to any such increase; (ii) no such increase shall become effective unless at the time thereof and after giving effect thereto (A) no Default or Event of Default shall have occurred and be continuing on the date on which such Aggregate Revolving Committed Amount increase is to become effective; continuing, (iiB) each of the representations and warranties set forth made by any Loan Party in Section 5 of this Credit Agreement or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except respects, provided, that, to the extent they expressly relate any such representation and warranty is already qualified by materiality or reference to an earlier date); (iii) on or before the date on which Material Adverse Effect, such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase representation shall be an integral multiple of $5,000,000 true and shall correct in no event be less than $5,000,000; and all respects, and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (AC) the Administrative Agent shall have received a certificate from the Borrower to the effect of (A) and accepted (B) of clause (ii); and (iii) no new lender shall become a corresponding amount of Additional Commitment(s) Lender pursuant to a commitment letter(sthis Section 2.21 unless such lender is an Eligible Assignee and the Administrative Agent shall have given its prior written consent, which consent shall not be unreasonably withheld. The Borrower shall be entitled to pay upfront or other fees to such lenders who extend credit pursuant to this Section 2.21 as the Borrower and such lenders may agree. Each Commitment Increase shall become effective on the date (each such date, an “Increased Facility Closing Date”) acceptable specified in an activation notice delivered to the Administrative Agent from one or more Lenders acceptable no less than ten (10) Business Days prior to the Administrative Agent andeffective date of such notice specifying the amount of the increase and the effective date thereof. Each new lender that provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender Supplement (each, with respect to any a “New Lender that is not at such time a Lender hereunderSupplement”), to the Borrower and (B) each such Lender has executed an agreement substantially in the form of Schedule 3.4(cExhibit E, whereupon such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement to such extent. On any Increased Facility Closing Date, subject to the satisfaction of the foregoing terms and conditions, (i) hereto each of the Lenders shall be deemed to assign to each Person with Incremental Commitments (each, an “Incremental Lender”) and each of the Incremental Lenders shall be deemed to purchase from each of the Lenders, at the principal amount thereof, such agreement a "New Commitment Agreement")interests in the Revolving Loans outstanding on such Increased Facility Closing Date as shall be necessary in order that, accepted in writing therein after giving effect to all such assignments and purchases, the Revolving Loans will be held by the Administrative Agent andLenders (including Incremental Lenders) ratably in accordance with their respective Commitments after giving effect to the addition of such Incremental Commitments to the Commitments, with respect to any (ii) each Incremental Commitment shall be deemed for all purposes a Commitment and each Revolving Loan made thereunder (an “Incremental Loan”) shall be deemed for all purposes a Revolving Loan and (iii) each Incremental Lender that is not at such time a New Lender shall become a Lender hereunder, by in accordance with the Borrower, with respect immediately preceding sentence. The terms and provisions of the Incremental Loans and Incremental Commitments shall be substantially identical to the Additional Commitment terms and conditions of such Lenderthe Revolving Loans and Commitments.

Increase in Commitments. The Borrower shall have If the right upon at least fifteen Constructor determines that the Construction Commitment is not sufficient to Complete the New Improvements (15Fremont 3E) Business Days' on Unimproved Land on or prior written notice to the Administrative Agent Construction Period Termination Date, then the Lessor and Constructor shall, at the written request of the Constructor accompanied by the explanation, certifications and evidence hereinafter described, in good faith, but for a period not in excess of twenty (20) days (provided that such period shall not extend beyond the Construction Period Termination Date), discuss the terms and conditions applicable to an increase in the Construction Commitment to enable the Constructor to Complete such New Improvements (Fremont 3E) on or prior to the Construction Period Termination Date. Notwithstanding any provision of the Construction Agency Agreement or related Lease to the contrary, during such twenty (20) day (or shorter) period, the Lessor may not exercise any remedy under the Construction Agency Agreement or related Lease as a result of the remaining Construction Commitment of the Lessor being insufficient to Complete construction of such New Improvements (Fremont 3E) in accordance with the Plans and Specifications and the Construction Budget (in each case, as supplemented or amended pursuant to Section 3.2 of the Construction Agency Agreement) and to pay all Construction Costs. It is understood and agreed that the Lessor is not obligated to increase the Aggregate Revolving Committed Amount Construction Commitment by up to $25,000,000, reason of its entering into such good faith discussions and its approval for such increase in a single increase, at any time on or after the Closing Date, subject, however, its Construction Commitment may be withheld in its sole discretion. In connection with any such caserequest, the Constructor shall deliver to satisfaction of the following conditions precedent: Lessor (i) no Default a written explanation detailing the reasons why the Construction Commitment was not sufficient to finance Completion of such New Improvements (Fremont 3E), (ii) a certification to the effect that the increased Construction Commitment will allow Completion of such New Improvements (Fremont 3E) to occur on or before the Construction Period Termination Date, (iii) a certification of the Construction Consultant that in the reasonable belief of the Construction Consultant (x) the remaining Construction Commitment of the Lessor following such increase is sufficient to (I) Complete construction of such New Improvements (Fremont 3E) in accordance with the Plans and Specifications and the Construction Budget (in each case, as supplemented or amended pursuant to Section 3.2) on or before the Construction Period Termination Date and (II) pay all Construction Costs, and (y) construction of such New Improvements (Fremont 3E) can be Completed on or prior to the Construction Period Termination Date, and (iv) any other evidence reasonably requested by the Lessor in connection therewith. If after such twenty (20) day (or shorter) period, the Constructor is unable to obtain from the Lessor Commitments necessary to Complete such New Improvements (Fremont 3E), then a Construction Event of Default shall have occurred and be continuing on the date on which such Aggregate Revolving Committed Amount increase is to become effective; (ii) the representations and warranties set forth in Section 5 of this Credit Agreement shall be true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date); (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable to the Administrative Agent from one or more Lenders acceptable to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such Lenderoccurred.

Increase in Commitments. The Borrower shall have (a) After the right Closing Date, the Agent may, from time to time upon at least fifteen five (155) Business Days' Days prior written notice to by Capital on behalf of the Administrative Agent Obligors of a request to increase the Aggregate Revolving Committed Amount Commitment, increase the Aggregate Commitment by up (x) admitting additional Lenders hereunder (each a “Subsequent Lender”), or (y) increasing the Commitment of any Lender (each an “Increasing Lender”), subject to $25,000,000, in a single increase, at any time on or after the Closing Date, subject, however, in any such case, to satisfaction of the following conditions precedentconditions: (i) each Subsequent Lender is an Eligible Assignee; (ii) Borrowers execute (A) a new Note payable to the order of a Subsequent Lender, if requested by such Subsequent Lender, or (B) a replacement Note payable to the order of an Increasing Lender, if requested by such Increasing Lender; (iii) each Subsequent Lender executes a signature page to this Agreement; (iv) after giving effect to the admission of any Subsequent Lender or the increase in the Commitment of any Increasing Lender, the Aggregate Commitment does not exceed $150,000,000; (v) each increase in the Aggregate Commitment shall be in the minimum amount of $5,000,000 or a greater integral multiple of $1,000,000; (vi) no admission of any Subsequent Lender shall increase the Commitment of any existing Lender without the consent of such existing Lender; (vii) no Lender shall be an Increasing Lender without the consent of such Lender; and (viii) no Default or Event of Default shall have occurred and be continuing on the date on which exists nor would occur after giving effect to such Aggregate Revolving Committed Amount increase is to become effective;increase. (iib) After the representations admission of any Subsequent Lender or the increase in the Commitment of any Increasing Lender, the Agent shall promptly provide to each Lender a new Schedule I to this Agreement. In the event that there are any Revolving Loans and/or Letters of Credit outstanding after giving effect to an increase in the Aggregate Commitment pursuant to this Section 2.9, upon notice from the Agent to each Lender, the amount of such Revolving Loans owing to each Lender and warranties set forth in Section 5 the amount of this Credit Agreement each Lender’s L/C Participation shall be true and correct in all material respects on and as appropriately adjusted to reflect the new Commitment Percentages of the date on Lenders (in which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier datecase Obligors shall pay any amounts required under Section 4.10); (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable to the Administrative Agent from one or more Lenders acceptable to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such Lender.

Increase in Commitments. (a) The Borrower shall have the right upon at least fifteen to request an increase in the Commitments, either from one or more of the Lenders or another lending institution; provided that (15i) Business Days' prior written notice any such request(s) for an increase shall be in an aggregate amount not to exceed $12,400,000 and, after giving effect to all such increase(s), the aggregate amount of the Commitments shall not exceed $30,000,000, (ii) the Administrative Agent has approved the identity of any such new Lender, such approval not to be unreasonably withheld, (iii) any such new Lender assumes all of the rights and obligations of a “Lender” hereunder, and (iv) the procedures in Section 2.02(b) have been satisfied. (b) Any amendment hereto for such an increase or addition shall be in form and substance satisfactory to the Administrative Agent and shall only require the written signatures of the Administrative Agent, the Issuing Bank, the Borrower and the Lender(s) being added or increasing their Commitment. As a condition precedent to increase the Aggregate Revolving Committed Amount by up to $25,000,000, in a single such an increase, at any time on or after the Closing Date, subject, however, in any such case, Borrower shall deliver to satisfaction the Administrative Agent a certificate of the following conditions precedent: Borrower (in sufficient copies for each Lender) signed by an duly authorized representative of the Borrower certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and certifying that, before and after giving effect to such increase, (i) no Default or Event of Default shall have occurred and be continuing on the date on which such Aggregate Revolving Committed Amount increase is to become effective; (ii) the representations and warranties set forth contained in Section 5 of this Credit Agreement shall be Article III are true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (correct, except to the extent they expressly relate that such representations and warranties specifically refer to an earlier date);, in which case they are true and correct as of such earlier date, and (ii) no Default exists. (iiic) on or before Within a reasonable time after the effective date on which such Aggregate Revolving Committed Amount increase is to become effectiveof any increase, the Administrative Agent shall, and is hereby authorized and directed to, revise Schedule 1.01 to reflect such increase and shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement distribute such revised Schedule to each of the Borrower Lenders and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable to the Administrative Agent from one or more Lenders acceptable to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to whereupon such revised Schedule shall replace the Additional Commitment previous iteration of such LenderSchedule 1.01 and become part of this Agreement.

Increase in Commitments. The Borrower shall have may, on any Business Day prior to March 31, 2000, with the right upon written consent of the Administrative Agent, increase the aggregate amount of the Commitments by delivering a Commitment Amount Increase Request at least fifteen (15) 5 Business Days' Days prior written notice to the Administrative Agent to desired effective date of such increase (the Aggregate Revolving Committed "Commitment Amount by up to $25,000,000, in a single increase, at any time on Increase") identifying an additional Bank (or after additional Commitments for existing Bank(s)) and the Closing Date, subjectamount of its Commitment (or additional amount of its Commitment(s)); provided, however, in any such case, to satisfaction of the following conditions precedent: that (i) no Default or Event any increase of Default shall have occurred and be continuing on the date on which such Aggregate Revolving Committed Amount increase is aggregate amount of the Commitments to become effective; an amount in excess of $425,000,000 will require the approval of all the Banks, (ii) any increase in the representations and warranties set forth in Section 5 of this Credit Agreement shall Commitments will be true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except applied pro rata to the extent they expressly relate to an earlier date); Revolving Credit Commitments and Term Loan Commitments, and (iii) on or before any increase of the aggregate amount of the Commitments shall be in an amount not less than $5,000,000. The effective date on which such Aggregate Revolving Committed of the Commitment Amount increase is to become effective, the Administrative Agent Increase shall have received, for its own account, the mutually acceptable fees and expenses required be agreed upon by separate agreement of the Borrower and the Administrative Agent Agent. Upon the effectiveness thereof, the new Bank (or, if applicable, existing Bank) shall advance Term Loans and Revolving Loans in an amount sufficient such that after giving effect to be paid in connection with such increase; (iv) such Aggregate its Loans each Bank shall have outstanding its pro rata share of Term Loans and Revolving Committed Amount increase Loans. It shall be an integral multiple a condition to such effectiveness that no Eurocurrency Loans be outstanding on the date of $5,000,000 such effectiveness and that the Borrower shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to not have terminated any portion of the extent that, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) Commitments pursuant to a commitment letter(s) acceptable Section 1.14 hereof. The Borrower agrees to pay any fees or expenses of the Administrative Agent from one or more Lenders acceptable to the Administrative Agent and, with respect relating to any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such LenderAmount Increase.

Increase in Commitments. (a) The Borrower shall have the right upon at least fifteen (15) Business Days' prior may, by written notice to the Administrative Agent in substantially the form of Exhibit “D”, request that the Tranche A Commitments and the Tranche B Commitments be increased by an aggregate amount not to exceed $400,000,000; provided that the Borrower may not make more than 3 such requests and each request shall be to increase both Classes of Commitments by an equal amount. Such notice shall set forth the Aggregate Revolving Committed Amount by up to amount of the requested aggregate increase (which shall be in a minimum aggregate amount of $25,000,000100,000,000 and in minimum aggregate increments of $5,000,000 above that amount, in a single increaseeach case, at divided equally between the two Classes), and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any time event, must be on or prior to the then applicable Commitment Termination Dates, provided that no increase in the Commitments may be requested pursuant to this Section 2.9 on or prior to July 1, 2014). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit “E”, which notice will offer each such Bank the opportunity to increase its Commitment of each Class by its applicable Pro Rata Share of the proposed increased amount for such Class. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit “F”, given not more than 10 days after the Closing Datedate of the Administrative Agent’s notice, subjecteither agree to increase its Commitments by all or a portion (provided such portion is divided equally between the Classes) of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase such Commitments (and any Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase such Commitments) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). For greater certainty, a Bank may only agree to increase both of its Commitments or decline to increase both of its Commitments. In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the third sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, in any such casethat each Augmenting Bank shall extend or increase Commitments of each Class by an equal amount, each Augmenting Bank that is not an existing Bank shall be subject to satisfaction the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Bank that is not an existing Bank shall execute such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Exhibit “H” evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.9, the Accommodations Outstanding of each Class (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following conditions precedent: consultation with the Borrower, (i) by requiring the Accommodations Outstanding of a Class to be prepaid with the proceeds of a new Accommodation, (ii) by causing Non-Increasing Banks to assign portions of their Accommodations Outstanding of a Class to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Accommodations up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.3, but shall otherwise be without premium or penalty. (c) Notwithstanding the foregoing, no Default or Event increase in the Commitments shall become effective under this Section 2.9 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing on or will result from the date on which increase in such Aggregate Revolving Committed Amount increase is to become effective; Commitments as set forth herein and (iiB) the representations and warranties set forth made by the Borrower in Section 5 8 shall be true and correct on and as of this Credit Agreement the date of the increase in the Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P, Moody’s and DBRS to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the date on which such Aggregate Revolving Committed Amount increase is to become effective Effective Date (except after giving effect to the extent they expressly relate to an earlier dateincurrence of the Commitment increase or Accommodations, as the case may be); , (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (A) the Administrative Agent shall have received a compliance certificate certifying and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent from one or more Lenders acceptable to Agent) that (A) each of the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to conditions set forth in the Borrower preceding clauses (i) and (ii) have been satisfied and (B) each such Lender has executed an agreement in on a historical pro forma basis (after giving effect to the form incurrence of Schedule 3.4(cthe applicable Commitment increase or Accommodations, as the case may be) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by as of the Administrative Agent and, last day of the most recently completed Six Month Period with respect to any Lender that is not at such time a Lender hereunderwhich, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such Six Month Period, (iv) in the event that a proposed increase in the Commitments pursuant to this Section 2.9 would result in the aggregate amount of the increases in Commitments pursuant to this Section 2.9 exceeding $375,000,000, the Administrative Agent shall have received a written confirmation from HMC that, upon and after the increase in the applicable Commitments, all Accommodations Outstanding and all interest hereunder will constitute “Debt” as such term is used in the HMC Support Agreement together with the certifications provided by the Borrower pursuant to Section 7.2(d) and (v) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agent. (d) Notwithstanding anything to the contrary in this Section 2.9, if, at the time that a request is made pursuant to this Section 2.9(a) or prior to the time such request is given effect, a Class of Commitments has been terminated or a Commitment Termination Date has occurred with respect to a Class, such request shall apply with respect to the Additional Commitment remaining Class of Commitments and this Section 2.9 shall apply mutatis mutandis to such Lenderrequest and any such increase.

Increase in Commitments. The Borrower shall have (a) From time to time on and after the right upon at least fifteen (15) Business Days' Restatement Effective Date and prior written notice to the Administrative Agent to increase the Aggregate Revolving Committed Amount by up to $25,000,000, in a single increase, at any time on or after the Closing Date, subject, however, in any such case, to satisfaction of the following conditions precedent: (i) Tranche 1 Termination Date so long as no Default or Event of Default shall have occurred and be continuing on continuing, the date on which such Aggregate Revolving Committed Amount increase is Borrowers may, upon at least 30 days’ notice to become effective; (ii) the representations and warranties set forth in Section 5 of this Credit Agreement shall be true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date); (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent (which shall have receivedpromptly provide a copy of such notice to the Tranche 1 Lenders), for its own account, propose to increase the mutually acceptable fees and expenses required by separate agreement aggregate amount of the Borrower and the Administrative Agent to be paid in connection with such increase; Tranche 1 Commitments by an amount that (ivi) such Aggregate Revolving Committed Amount increase shall be is not less than $25,000,000 or, if greater, an integral multiple of $5,000,000 and shall 1,000,000 in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable to the Administrative Agent from one or more Lenders acceptable to the Administrative Agent andexcess thereof, with respect to any Lender that such request and (ii) when aggregated with all prior and concurrent increases in the Tranche 1 Commitments pursuant to this Section 2.20(a), is not at in excess of $100,000,000 plus the aggregate amount of unused Tranche 1 Commitments of Defaulting Lenders terminated in accordance with Section 2.22(d). The Borrowers may increase the aggregate amount of the Tranche 1 Commitments by (x) having one or more Eligible Assignees (each, an “Additional Tranche 1 Lender”) become party to this Agreement, (y) agreeing with any Tranche 1 Lender (with the consent of such Lender in its sole discretion) to increase its Tranche 1 Commitment hereunder or (z) a combination of the procedures described in clauses (x) and (y) of this sentence; provided that the aggregate increase in the Commitments shall not exceed the increase proposed by the Borrowers. (b) From time a Lender hereunder, to time on and after the Restatement Effective Date and prior to the Borrower Tranche 2 Termination Date so long as no Default or Event of Default shall have occurred and (B) each such Lender has executed an agreement in be continuing, the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement")Borrowers may, accepted in writing therein by upon at least 30 days’ notice to the Administrative Agent and(which shall promptly provide a copy of such notice to the Tranche 2 Lenders), propose to increase the aggregate amount of the Tranche 2 Commitments by an amount that (i) is not less than $25,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, with respect to any Lender that such request and (ii) when aggregated with all prior and concurrent increases in the Tranche 2 Commitments pursuant to this Section 2.20(b), is not at such time a Lender hereunder, by in excess of $200,000,000 plus the Borrower, aggregate amount of unused Tranche 2 Commitments of Defaulting Lenders terminated in accordance with respect to Section 2.22(d). The Borrowers may increase the Additional Commitment aggregate amount of such Lender.the

Increase in Commitments. The Borrower shall have the right upon at least fifteen (15) Business Days' prior may by written notice to the Administrative Agent elect to request (x) prior to the Maturity Date for the Revolving Facility, an increase to the Aggregate existing Revolving Committed Amount Commitments (each, an “Incremental Revolving Commitment”) and/or (y) the establishment of one or more new term loan commitments (each, an “Incremental Term Commitment”), by up to $25,000,000, an aggregate amount not in a single increase, at any time on or after the Closing Date, subject, however, in any such case, to satisfaction excess of the following conditions precedent: Incremental Cap; provided that (i) no Default or Event any such request for an increase shall be in a minimum amount of Default $10,000,000, and (ii) the Borrower may make a maximum of five (5) such requests. Each such notice shall have occurred and specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Facility shall be continuing on effective, which shall be a date not less than ten (10) Business Days after the date on which such Aggregate Revolving Committed Amount increase notice is delivered to become effective; the Administrative Agent and (ii) the representations identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental Facility be allocated and warranties set forth in Section 5 the amounts of this Credit Agreement such allocations. Each Lender shall be true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date); (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, notify the Administrative Agent shall have receivedwithin such time period (i) whether or not it agrees to provide an Incremental Term Commitment, for and (ii) whether or not it agrees to provide an Incremental Revolving Commitment and, if so, whether by an amount equal to, greater than, or less than its own accountApplicable Revolving Percentage of such requested increase, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with as applicable. Any Lender not responding within such increase; (iv) such Aggregate Revolving Committed Amount increase time period shall be deemed to have declined to provide an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Incremental Term Commitment or an Incremental Revolving Commitment increase shall be effective on such date only to the extent thatCommitment, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable to the Administrative Agent from one or more Lenders acceptable to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such Lenderas applicable.

Increase in Commitments. (a) The Borrower shall have the right upon at least fifteen (15) Business Days' prior Borrowers may, by written notice to the Administrative Agent to increase executed by the Aggregate Revolving Committed Amount by up to $25,000,000, in a single increase, at any time on Borrowers and one or after the Closing Date, subject, however, in more banks or other financial institutions (any such casebank or other financial institution referred to in this clause (a) being called an "Augmenting Lender"), to satisfaction which may include any Lender, cause the Commitments of the following conditions precedent: Augmenting Lenders to be increased (or cause Commitments to be extended by the Augmenting Lenders, as the case may be) in an amount for each Augmenting Lender set forth in such notice and an aggregate amount not less than $50,000,000, provided, that the total Commitments shall in no event be increased to an amount greater than $500,000,000; provided further, that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and its status as a Lender hereunder. Increases and new Commitments created pursuant to this clause (a) shall become effective on the date specified in the notice delivered pursuant to this paragraph. Each existing Lender whose Commitment is not increased pursuant to this Section 2.23 is hereby referred to as a "Non-Increasing Lender". Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) shall become effective under this paragraph unless, (i) no Default or Event of Default shall have occurred and be continuing on the date on which of such Aggregate Revolving Committed Amount increase is to become effective; (ii) increase, the representations and warranties conditions set forth in paragraphs (b) and (c) of Section 5 of this Credit Agreement 4.01 shall be true satisfied (with all references in such paragraphs to a Credit Event being deemed to be references to such increase) and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date); (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees received a certificate to that effect dated such date and expenses required executed by separate agreement a Financial Officer of the Borrower Borrower, and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (Aii) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered on the Closing Date under clauses (a) and accepted a corresponding amount (c) of Additional Commitment(s) pursuant to a commitment letter(s) acceptable Section 4.02 as to the Administrative Agent from one or more Lenders acceptable to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to corporate power and authority of the Borrower and (B) each to borrow hereunder after giving effect to such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such Lenderincrease.

Increase in Commitments. The Borrower shall have the right exercisable 5 times, upon at least fifteen (15) 10 Business Days' prior written ’ notice to the Administrative Agent and the Lenders, to increase request (i) increases in the Aggregate Revolving Committed Amount Commitments or (ii) the making of additional Term Loans (the “Additional Term Loans”) by up to $25,000,000, in 750,000,000 to a single increase, at any time on maximum aggregate amount not to exceed $1,600,000,000 (reduced to the extent Borrower has terminated or after reduced the Closing Date, subject, however, in Revolving Commitments) by either adding new lenders as Lenders (subject to the Administrative Agent’s prior written approval of the identity of any such casenew lender if it is not an Eligible Assignee) or obtaining the agreement, which shall be at such Lender’s or Lenders’ sole discretion, of one or more of the then current Lenders to satisfaction increase its or their Revolving Commitments or to make Additional Term Loans. Each such increase in the Commitments or the making of Additional Term Loans must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. Such increases may be increases in Revolving Commitments or the making of Additional Term Loans or a combination thereof. Effecting any increase of the Revolving Commitments or the making of Additional Term Loans under this Section is subject to the following conditions precedent: : (ix) no Default or Event of Unmatured Default has occurred, is then continuing or shall have occurred and be continuing in existence on the effective date on which of such Aggregate increase of Revolving Committed Amount increase is to become effective; Commitments or making of Additional Term Loans, (iiy) the representations and warranties set forth (subject in Section 5 of this Credit Agreement all cases to all materiality qualifiers and other exceptions in such representations and warranties) contained in Article V shall be true and correct as of the effective date of such increase, except to the extent any such representation or warranty is stated to relate solely to an earlier date (in all material respects which case such representation or warranty shall have been true and correct on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date); ) and except for changes in factual circumstances not prohibited under the Loan Documents, and (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (Az) the Administrative Agent shall have received an Amendment Regarding Increase by the Borrower, the Administrative Agent and accepted the new lender or existing Lender providing such increase of Revolving Commitments or Additional Term Loans, a corresponding amount copy of which shall be forwarded to each Lender by the Administrative Agent promptly after execution thereof and all documentation and opinions as the Administrative Agent may reasonably request, in form and substance satisfactory to the Administrative Agent. In no event will any existing Lender be obligated to provide any portion of any such increase of Revolving Commitments or making of Additional Commitment(sTerm Loans unless such Lender shall specifically agree in writing to provide such increase of Revolving Commitments or making of Additional Term Loans at such time. On the effective date of any such increase of Revolving Commitments or making of Additional Term Loans, Borrower shall pay to the institutions arranging such increases such fees as may be agreed to by such institutions and the Borrower and to each new lender or then-current Lender providing such increase of Revolving Commitments or making Additional Term Loans the up-front fee agreed to between Borrower and such party. In addition, the Parent and the Subsidiary Guarantors, if any, shall execute a consent to such increase of Revolving Commitments or making of Additional Term Loans ratifying and continuing their obligations under the Springing Guaranty and the Subsidiary Guaranty, respectively. If a Person becomes a new Lender having a Revolving Commitment under this Agreement, or if any existing Revolving Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Revolving Lender hereunder (or in the case of an existing Revolving Lender, increases its Revolving Commitment) pursuant (and as a condition thereto) purchase from the other Revolving Lenders its Revolving Percentage (determined with respect to a commitment letter(sthe Revolving Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) acceptable of any outstanding Revolving Loans, by making available to the Administrative Agent from one or more Lenders acceptable for the account of such other Revolving Lenders, in same day funds, an amount equal to (A) the Administrative Agent andportion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and plus (B) each such Lender has executed an agreement in the form aggregate amount of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein payments previously made by the Administrative Agent andother Revolving Lenders under Section 2A.6(b) that have not been repaid, with respect plus (C) interest accrued and unpaid to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment and as of such Lenderdate on such portion of the outstanding principal amount of such Revolving Loans. The Lenders agree to cooperate in any required sale and purchase of outstanding Revolving Advances to achieve such result. In no event shall the aggregate Commitments and Term Loans exceed $1,600,000,000 without the approval of all Lenders which are not then Defaulting Lenders.

Increase in Commitments. The Borrower shall have (a) From time to time on and after the right Closing Date and prior to the Termination Date, the Parent may, upon at least fifteen (15) Business Days' prior written 30 days notice to the Administrative Agent (which shall promptly provide a copy of such notice to the Lenders), propose to increase the Aggregate Revolving Committed Amount aggregate amount of the Commitments by up an amount which (i) is not less than $25,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, with respect to $25,000,000, in a single increase, at any time on or after the Closing Date, subject, however, in any such caserequest and (ii) when aggregated with all prior and concurrent increases in the Commitments pursuant to this Section 2.19, is not in excess of $100,000,000. The Parent may increase the aggregate amount of the Commitments by (x) having another lender or lenders (each, an “Additional Lender”) become party to this Agreement, (y) agreeing with any Lender (with the consent of such Lender in its sole discretion) to increase its Commitment hereunder (each, an “Increasing Lender”) or (z) a combination of the procedures described in clauses (x) and (y) of this sentence; provided that no Lender shall be obligated to increase its Commitment without its consent. (b) Any increase in the Commitments pursuant to this Section 2.19 shall be subject to satisfaction of the following conditions precedentconditions: (i) Each of the representations and warranties contained in Article IV and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of such date of increase with the same effect as if made on and as of such date, both immediately before and after giving effect to such increase (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date); and (ii) At the time of such increase, no Default or Event of Default shall have occurred and be continuing on or would result from such increase; and (c) Upon any increase in the date on amount of the Commitments pursuant to this Section 2.19 (each, an “Additional Commitment”): (i) Each Additional Lender or existing Lender agreeing to increase its Commitment pursuant to this Section 2.19 shall enter into a Joinder Agreement pursuant to which such Aggregate Revolving Committed Amount increase is Additional Lender and/or Increasing Lender shall, as of the effective date, undertake an Additional Commitment (or, in the case of an Increasing Lender, pursuant to which such Increasing Lender’s Commitment shall be increased in the agreed amount on such date) and such Additional Lender shall thereupon become effective;(or, if an Increasing Lender, continue to be) a “Lender” for all purposes hereof. (ii) The Borrowers shall, as applicable, in the representations event of an increase in the Commitments, in coordination with the Administrative Agent, repay all outstanding Loans and warranties set forth incur additional Loans from other Lenders in each case so that the Lenders participate in each Borrowing pro rata on the basis of their respective Commitments (after giving effect to any increase in the Commitments pursuant to this Section 5 2.19) and amounts payable under Section 2.17 as a result of the actions required to be taken under this Credit Agreement Section 2.19, shall be true and correct paid in all material respects on and full by the Borrowers, as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date);applicable; and (iii) on or before If any such Additional Lender is a Foreign Lender, such Additional Lender shall deliver the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses forms required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable to the Administrative Agent from one or more Lenders acceptable to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"Section 2.16(e), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such Lender.

Increase in Commitments. (a) The Borrower shall have the right upon at least fifteen (15) Business Days' prior Company may by written notice to the Administrative Agent elect to request (x) prior to the Maturity Date for the Revolving Credit Facility, an increase to the Aggregate existing Revolving Committed Amount Credit Commitments (each, an “Incremental Revolving Credit Commitment”) and/or (y) the establishment of one or more new term loan commitments (each, an “Incremental Term Commitment”), by up an aggregate principal amount for all such Incremental Revolving Credit Commitments and Incremental Term Commitments that when combined with the aggregate outstanding principal amount of Additional Pari Passu Debt will not (as of any date of incurrence thereof) exceed the Dollar Equivalent of $250,000,000, or, if greater, an amount equal to $25,000,000, in a single increase, at any time on or after the Closing Date, subject, however, in any such case, to satisfaction principal amount of additional Indebtedness that would cause the Consolidated Total Net Leverage Ratio as of the following conditions precedent: four (4) consecutive fiscal quarter period most recently ended prior to the incurrence of such additional Indebtedness, calculated on a Pro Forma Basis after giving effect to the incurrence of such additional Indebtedness (assuming any Incremental Revolving Credit Commitment is fully drawn but without netting the cash proceeds of such Indebtedness), not to exceed 3.25 to 1.00. Each such notice shall specify (i) no Default or Event of Default the date (each, an “Increase Effective Date”) on which the Company proposes that the Incremental Commitments shall have occurred and be continuing on effective, which shall be a date not less than ten (10) Business Days after the date on which such Aggregate Revolving Committed Amount increase notice is delivered to become effective; the Administrative Agent and (ii) the representations identity of each Eligible Assignee to whom the Company proposes any portion of such Incremental Commitments be allocated and warranties the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Each Incremental Commitment shall be in an aggregate amount of the Dollar Equivalent of $100,000,000 or any whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof (provided that such amount may be less than the Dollar Equivalent of $100,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth in Section 5 of this Credit Agreement shall be true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier dateabove); (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable to the Administrative Agent from one or more Lenders acceptable to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such Lender.

Increase in Commitments. The Borrower shall have the right Borrowers may request an increase in Revolver Commitments from time to time upon at least fifteen (15) Business Days' prior written notice to Agent, as long as (a) the Administrative Agent to requested increase the Aggregate Revolving Committed Amount by up to $25,000,000, is in a single minimum amount equal to the lesser of (i) $5,000,000, or (ii) the balance of the amount available under clause (b), and is offered on the same terms as existing Revolver Commitments, except for fees which shall be determined the applicable Lenders, (b) increases under this Section do not exceed $150,000,000 in the aggregate, (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, at any time on or after the Closing Date, subject, however, in any such case, to satisfaction of the following conditions precedent: (id) no Default or Event of Default shall have occurred and be continuing on the date on which such Aggregate Revolving Committed Amount increase is to become effective; continuing, (iie) the representations and warranties set forth of the Obligors in Section 5 of this Credit Agreement the Loan Documentation shall be true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date); other than (iiii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable to the Administrative Agent from one or more Lenders acceptable to the Administrative Agent and, with respect to any representations and warranties that are made as of an earlier date which shall be true and correct in all material respects as of such earlier date and (ii) any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects after giving effect to such qualification). Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each applicable Lender that is shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not at responding within such time a Lender hereunder, period shall be deemed to have declined an increase. If Lenders fail to commit to the Borrower full requested increase, Eligible Assignees may issue additional Revolver Commitments, and (B) each such Lender has executed an agreement become Lenders hereunder. Agent may allocate, in its reasonable discretion, the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement")increased Revolver Commitments among committing Lenders and, accepted if necessary, Eligible Assignees. Provided that conditions in writing therein this Section 2.1.6 and 6.2 are satisfied, total Revolver Commitments shall be increased by the Administrative requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent andand Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and new and existing applicable Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, all outstanding Revolver Loans, LC Obligations, and other exposures under the Revolver Commitments, as applicable, shall be reallocated among Lenders, and settled by Agent if necessary, in accordance with respect to any Lender that is not at Lenders’ adjusted shares of such time a Lender hereunder, by Commitments. The terms and provisions of the Borrower, with respect incremental Revolver Loans will be identical to the Additional Commitment of such Lenderterms and conditions applicable to the existing Revolver Loans.

Increase in Commitments. The Borrower shall have the right exercisable 5 times, upon at least fifteen (15) 10 Business Days' prior written ’ notice to the Administrative Agent and the Lenders, to increase request (i) increases in the Aggregate Revolving Committed Amount Commitments or (ii) the making of additional Term Loans (the “Additional Term Loans”) by up to $25,000,000, in 400,000,000 to a single increase, at any time on maximum aggregate amount not to exceed $1,600,000,000 (reduced to the extent Borrower has terminated or after reduced the Closing Date, subject, however, in Revolving Commitments) by either adding new lenders as Lenders (subject to the Administrative Agent’s prior written approval of the identity of any such casenew lender if it is not an Eligible Assignee) or obtaining the agreement, which shall be at such Lender’s or Lenders’ sole discretion, of one or more of the then current Lenders to satisfaction increase its or their Revolving Commitments or to make Additional Term Loans. Each such increase in the Commitments or the making of Additional Term Loans must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. Such increases may be increases in Revolving Commitments or the making of Additional Term Loans or a combination thereof. Effecting any increase of the Revolving Commitments or the making of Additional Term Loans under this Section is subject to the following conditions precedent: : (ix) no Default or Event of Unmatured Default has occurred, is then continuing or shall have occurred and be continuing in existence on the effective date on which of such Aggregate increase of Revolving Committed Amount increase is to become effective; Commitments or making of Additional Term Loans, (iiy) the representations and warranties set forth (subject in Section 5 of this Credit Agreement all cases to all materiality qualifiers and other exceptions in such representations and warranties) contained in Article V shall be true and correct as of the effective date of such increase, except to the extent any such representation or warranty is stated to relate solely to an earlier date (in all material respects which case such representation or warranty shall have been true and correct on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date); ) and except for changes in factual circumstances not prohibited under the Loan Documents, and (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (Az) the Administrative Agent shall have received an Amendment Regarding Increase by the Borrower, the Administrative Agent and accepted the new lender or existing Lender providing such increase of Revolving Commitments or Additional Term Loans, a corresponding amount copy of which shall be forwarded to each Lender by the Administrative Agent promptly after execution thereof and all documentation and opinions as the Administrative Agent may reasonably request, in form and substance satisfactory to the Administrative Agent. In no event will any existing Lender be obligated to provide any portion of any such increase of Revolving Commitments or making of Additional Commitment(sTerm Loans unless such Lender shall specifically agree in writing to provide such increase of Revolving Commitments or making of Additional Term Loans at such time. On the effective date of any such increase of Revolving Commitments or making of Additional Term Loans, Borrower shall pay to the institutions arranging such increases such fees as may be agreed to by such institutions and the Borrower and to each new lender or then-current Lender providing such increase of Revolving Commitments or making Additional Term Loans the up-front fee agreed to between Borrower and such party. In addition, the Subsidiary Guarantors, if any, shall execute a consent to such increase of Revolving Commitments or making of Additional Term Loans ratifying and continuing their obligations under the Subsidiary Guaranty. If a Person becomes a new Lender having a Revolving Commitment under this Agreement, or if any existing Revolving Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Revolving Lender hereunder (or in the case of an existing Revolving Lender, increases its Revolving Commitment) pursuant (and as a condition thereto) purchase from the other Revolving Lenders its Revolving Percentage (determined with respect to a commitment letter(sthe Revolving Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) acceptable of any outstanding Revolving Loans, by making available to the Administrative Agent from one or more Lenders acceptable for the account of such other Revolving Lenders, in same day funds, an amount equal to (A) the Administrative Agent andportion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and plus (B) each such Lender has executed an agreement in the form aggregate amount of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein payments previously made by the Administrative Agent andother Revolving Lenders under Section 2A.6(b) that have not been repaid, with respect plus (C) interest accrued and unpaid to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment and as of such Lenderdate on such portion of the outstanding principal amount of such Revolving Loans. The Lenders agree to cooperate in any required sale and purchase of outstanding Revolving Advances to achieve such result. In no event shall the aggregate Commitments and Term Loans exceed $1,600,000,000 without the approval of all Lenders which are not then Defaulting Lenders.

Increase in Commitments. The (a) After the Restatement Date, the Borrower shall have the right may, upon at least fifteen thirty (1530) Business Days' prior written days’ notice to the Administrative Agent (which shall promptly provide a copy of such notice to the Lenders), propose to increase the Aggregate Revolving Committed Amount by up amount of the Commitments in an aggregate minimum amount of $25,000,000 and an aggregate maximum amount for all increases pursuant to this Section 2.13 not to exceed $25,000,000, in a single 300,000,000 (the amount of any such increase, at any time on or after the Closing Date, subject, however, in any such case, to satisfaction “Increased Commitments”) provided that the Administrative Agent shall have received a certificate signed by a Designated Officer dated as of the following conditions precedent: (i) no Default or Event date of Default shall have occurred such increase in form and be continuing on substance satisfactory to the date on which such Aggregate Revolving Committed Amount increase is to become effective; (ii) Administrative Agent stating that the representations and warranties set forth contained in Section 5 of this Credit Agreement shall be Article V are true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (date, except to the extent they expressly relate that such representations and warranties specifically refer to an earlier date);, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.13, the representations and warranties contained in Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b) of Section 6.01 and the representations and warranties contained in Section 5.06 shall be deemed to refer to the most recent financial statements furnished pursuant to subsection (b) of Section 6.01 and that no Default has occurred and is continuing. (iiib) on or before The Borrower may offer the date on which such Aggregate Revolving Committed Amount increase is Increased Commitments to: (i) any Lender party to become effectivethis Agreement; provided, the Administrative Agent that any Lender offered an Increased Commitment shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent no obligation to be paid in connection with accept such increase; Increased Commitment; or (ivii) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) any other Eligible Assignee acceptable to the Administrative Agent from one and which agrees to become a party to this Agreement (an “Additional Lender”); provided that the Commitment of each such Lender or more Additional Lender equals or exceeds $10,000,000. The sum of (1) the aggregate amount of Commitment increases of any existing Lenders acceptable pursuant to this subsection (b) plus (2) the aggregate amount of any Commitments of Additional Lenders shall not in the aggregate exceed the total amount of the Increased Commitments. (c) An increase in the aggregate amount of the Commitments pursuant to this Section 2.13 shall become effective upon the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, signed by the Borrower, by each Additional Lender and by each other Lender whose Commitment is to be increased, setting forth the new Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Additional Commitment Increased Commitments and such opinions of such Lendercounsel for the Borrower with respect to the Increased Commitments as the Administrative Agent may reasonably request.

Increase in Commitments. The Borrower shall have (a) From time to time on and after the right Closing Date and prior to the Termination Date, Xxxxxxxx may, upon at least fifteen (15) Business Days' prior written 30 days’ notice to the Administrative Agent (which shall promptly provide a copy of such notice to the Lenders), propose to increase the Aggregate Revolving Committed Amount aggregate amount of the Commitments by up an amount which (i) is not less than $25,000,000 and, if greater, an integral multiple of $5,000,000 in excess thereof, with respect to $25,000,000, in a single increase, at any time on or after the Closing Date, subject, however, in any such caserequest and (ii) when aggregated with all prior and concurrent increases in the Commitments pursuant to this Section 2.21, is not in excess of $200,000,000. Xxxxxxxx may increase the aggregate amount of the Commitments by (x) having another lender or lenders (each, an “Additional Lender”) become party to this Agreement (subject to the consent of the Administrative Agent and each Issuing Bank (such consent not to be unreasonably withheld or delayed)), (y) agreeing with any Lender (with the consent of such Lender in its sole discretion) to increase its Commitment hereunder (each, an “Increasing Lender”) or (z) a combination of the procedures described in clauses (x) and (y) above; provided that no Lender shall be obligated to increase its Commitment without its consent. (b) Any increase in the Commitments pursuant to this Section 2.21 shall be subject to satisfaction of the following conditions precedentconditions: (i) Each Borrower shall deliver to the Administrative Agent a certificate dated as of the applicable increase date duly executed by an Authorized Officer of such Borrower certifying and attaching the resolutions adopted by such Borrower approving or consenting to such increase; (ii) Each of the representations and warranties contained in Article V qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of the date of such increase with the same effect as if made on and as of such date, both immediately before and after giving effect to such increase (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date); (iii) Immediately after giving effect to such increase and any Indebtedness to be incurred in connection therewith, Xxxxxxxx shall be in compliance with the financial covenants set forth in Article VII (determined on a Pro Forma Basis for the Reference Period then most recently ended for which Xxxxxxxx has delivered the financial statements required by Section 6.1 (and a Compliance Certificate)); and (iv) At the time of such increase, no Default or Event of Default shall have occurred and be continuing on or would immediately result from such increase. (c) Upon any increase in the date on amount of the Commitments pursuant to this Section 2.21 (each, an “Additional Commitment”): (i) Each Additional Lender and Increasing Lender shall enter into a Joinder Agreement pursuant to which such Aggregate Revolving Committed Amount increase is Additional Lender or Increasing Lender shall, as of the effective date of such increase, undertake an Additional Commitment (or, in the case of an Increasing Lender, pursuant to which such Increasing Lender’s Commitment shall be increased in the agreed amount on such date) and such Additional Lender shall thereupon become effective;(or, if an Increasing Lender, continue to be) a “Lender” for all purposes hereof. (ii) Each Borrower shall, as applicable, in coordination with the representations Administrative Agent, repay outstanding Loans and warranties set forth incur additional Loans from other Lenders, pursuant to a reallocation agreement or otherwise, so that the Lenders participate in each Borrowing pro rata on the basis of their respective Commitments (after giving effect to any increase in the Commitments pursuant to this Section 5 2.21). Amounts payable under Section 2.18 as a result of the actions required to be taken under this Credit Agreement Section 2.21 shall be true and correct paid in all material respects on and as of full by the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date);applicable Borrower or Borrowers. (iii) If any such Additional Lender is a Foreign Lender, such Additional Lender shall deliver the forms required by Section 2.17. (d) Each Additional Commitment shall be made on or before the same terms as the Commitments in existence immediately prior to the date on which of such Aggregate Revolving Committed Amount increase is to become effectiveAdditional Commitment; provided, however, that (i) the interest rates, commitment fees and upfront fees payable (collectively, the Administrative Agent shall have received, for its own account“Financing Terms”) pursuant to an Additional Commitment may be different than those payable pursuant to the Commitments in existence immediately prior to the date of such Additional Commitment (such Commitments, the mutually acceptable fees “Existing Commitments”); (ii) all Additional Commitments made in connection with a single request by Xxxxxxxx in accordance with Section 2.21(a) shall be made on the same Financing Terms; and expenses required by separate agreement (iii) if any Additional Commitment is made on Financing Terms more favorable (to the applicable Lender) than are the Financing Terms of the Existing Commitments, then the Financing Terms of the Existing Commitments shall be automatically increased to the extent necessary to equal the Financing Terms of such Additional Commitment, and each Borrower agrees to execute any amendments and take any other actions that are reasonably requested by the Administrative Agent to document such increase; provided further that, in determining the Financing Terms of any Additional Commitment or the Existing Commitments, (x) upfront fees payable under the Existing Commitments or any Additional Commitment in the initial primary syndication thereof (with such upfront fees being equated to interest based on an assumed five-year life-to-maturity) and the effects of any and all interest rate floors shall be paid included; and (y) customary arrangement or commitment fees payable to the Arrangers or any of their respective Affiliates in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only the Existing Commitments or to the extent that, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable to the Administrative Agent from one or more Lenders acceptable to the Administrative Agent and, arrangers or their respective Affiliates in connection with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such Lendershall be excluded.

Increase in Commitments. The (a) If at any time the Commitments shall be less than $500,000,000, the Borrower shall have the right upon at least fifteen (15) Business Days' prior may, by written notice request to the Administrative Agent to Agent, request that the Lenders increase the Aggregate Revolving Committed Amount by up to Commitments hereunder in such amount that, when added together with the then-outstanding Commitments, shall not exceed $25,000,000500,000,000, in a single increase, at any time on or after the Closing Date, subject, however, in any such case, to satisfaction of the following conditions precedent: (i) no Default or Event of Default shall have occurred and be continuing on the date on which such Aggregate Revolving Committed Amount increase is to become effective; (ii) the representations and warranties set forth in Section 5 of this Credit Agreement shall be true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date); (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase amount shall be an integral multiple of $5,000,000 10,000,000; provided that, on and shall in no event be as of the Increase Date (as defined below), (i) if the aggregate commitments under the Other Credit Agreement are less than $5,000,000; and 500,000,000, then such aggregate commitments shall be increased accordingly to preserve the ratio of the aggregate commitments under the Other Credit Agreement to the sum of (vA) such requested Aggregate Revolving Commitment the Commitments hereunder plus (B) the aggregate commitments under the Other Credit Agreement, and (ii) no Event of Default or Unmatured Default has occurred and is continuing. Such increase shall be effective on as of a date which shall be any Business Day occurring not less than 25 days (unless otherwise agreed to by the Borrower and the Administrative Agent) nor more than 30 days from the date of such written request (such date only herein referred to as the "Increase Date"). Upon receipt of written notice of such request from the Administrative Agent, each Lender shall have the opportunity, in its sole discretion, no later than 20 days after the date on which the Borrower's request shall have been received by the Administrative Agent, to commit to increase its Commitment by written notice to the Administrative Agent setting forth the amount by which such Lender proposes to increase its Commitment (each such Lender an "Existing Lender"). To the extent thatthat the aggregate amount of the proposed increases is less than the aggregate amount of the increase requested by the Borrower, on or before such datethe Borrower may either (x) request the Administrative Agent to solicit the Lenders for further increases in their respective Commitments, (Ay) amend the original request by reducing the amount by which the Commitments are requested to be increased to an amount equal to the aggregate amount of the proposed increases of the Commitments or (z) request that the Administrative Agent, in its reasonable discretion, accept the participation in the proposed increase of one or more additional financial institutions (each an "Additional Lender"), provided that the minimum commitment of each such Additional Lender equals or exceeds $10,000,000. If the Administrative Agent shall have received accept the proposed increases of the Existing Lenders and accepted a corresponding the Additional Lenders, the Commitments shall be increased by the aggregate amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable to the proposed increases on and as of the Increase Date. The Administrative Agent from one or more shall allocate the increased amount pro rata among the Existing Lenders acceptable to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such LenderLenders in accordance with their respective Commitments.

Increase in Commitments. The (a) From time to time on and after the Closing Date and prior to the Termination Date, the Borrower shall have the right may, upon at least fifteen (15) Business Days' prior written 30 days’ notice to the Administrative Agent (which shall promptly provide a copy of such notice to the Lenders), propose to increase the Aggregate Revolving Committed Amount aggregate amount of the Commitments by up an amount which (i) is not less than $50,000,000 or, if greater, an integral multiple of $5,000,000 in excess thereof, with respect to $25,000,000, in a single increase, at any time on or after the Closing Date, subject, however, in any such caserequest and (ii) when aggregated with all prior and concurrent increases in the Commitments pursuant to this Section 2.21, is not in excess of $200,000,000. The Borrower may increase the aggregate amount of the Commitments by (x) having another lender or lenders (each, an “Additional Lender”) become party to this Agreement, (y) agreeing with any Lender (with the consent of such Lender in its sole discretion) to increase its Commitment hereunder (each, an “Increasing Lender”) or (z) a combination of the procedures described in clauses (x) and (y) of this sentence; provided that no Lender shall be obligated to increase its Commitment without its consent. (b) Any increase in the Commitments pursuant to this Section 2.21 shall be subject to satisfaction of the following conditions precedentconditions: (i) The Borrower shall deliver to the Administrative Agent a certificate dated as of the applicable increase date signed by an Authorized Officer of the Borrower certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase; (ii) Each of the representations and warranties contained in Article IV qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of such date of increase with the same effect as if made on and as of such date, both immediately before and after giving effect to such increase (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date); and (iii) At the time of such increase, no Default or Event of Default shall have occurred and be continuing on or would result from such increase. (c) Upon any increase in the date on amount of the Commitments pursuant to this Section 2.21 (each, an “Additional Commitment”): (i) Each Additional Lender or Increasing Lender shall enter into a Joinder Agreement pursuant to which such Aggregate Revolving Committed Amount increase is Additional Lender and/or Increasing Lender shall, as of the effective date of such increase, undertake an Additional Commitment (or, in the case of an Increasing Lender, pursuant to which such Increasing Lender’s Commitment shall be increased in the agreed amount on such date) and such Additional Lender shall thereupon become effective;(or, if an Increasing Lender, continue to be) a “Lender” for all purposes hereof. (ii) The Borrower shall, in coordination with the representations Administrative Agent, repay all outstanding Loans and warranties set forth incur additional Loans from other Lenders in each case so that the Lenders participate in each Borrowing pro rata on the basis of their respective Commitments (after giving effect to any increase in the Commitments pursuant to this Section 5 2.21) and amounts payable under Section 2.18 as a result of the actions required to be taken under this Credit Agreement Section 2.21 shall be true and correct paid in all material respects on and as of full by the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date);Borrower; and (iii) on or before If any such Additional Lender is a Foreign Lender, such Additional Lender shall deliver the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses forms required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable to the Administrative Agent from one or more Lenders acceptable to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such LenderSection 2.17.

Increase in Commitments. The Borrower shall have the right upon at least fifteen any time, but in no event more than twice in any consecutive twelve month period, to increase the aggregate Commitments in integral multiples of $25,000,000 (15provided that the aggregate amount of the Commitments, as so increased, may not exceed $350,000,000, by adding to this Agreement one or more other Eligible Assignees (which may include any Bank (with the consent of such Bank, in its discretion)) Business Days' prior written notice to (each such Eligible Assignee, an "Additional Bank"), with the approval of the Administrative Agent (not to increase be unreasonably withheld), each of which Additional Banks shall have entered into an agreement in form and substance satisfactory to the Aggregate Revolving Committed Amount by up Borrower and the Administrative Agent pursuant to which such Additional Bank shall undertake a Commitment (if any such Additional Bank is a Bank, its Commitment shall be in addition to such Bank's Commitment hereunder) which Commitment shall be in an amount at least equal to $25,000,00010,000,000, in a single increase, at any time on or after and upon the Closing Date, subject, however, in effectiveness of such agreement (the date of the effectiveness of any such caseagreement being hereinafter referred to as the "Increased Commitment Date") such Additional Bank shall thereupon become a "Bank" for all purposes of this Agreement. Notwithstanding the foregoing, the increase in the aggregate Commitments hereunder pursuant to satisfaction of the following conditions precedentthis Section 2.19 shall be effective only if: (i) the Borrower shall have given the Administrative Agent notice of any such increase at least ten Business Days prior to any such Increased Commitment Date; (ii) no Default or Event of Default shall have occurred and be continuing on the date on which such Aggregate Revolving Committed Amount increase is to become effective; (ii) the representations and warranties set forth in Section 5 of this Credit Agreement shall be true and correct in all material respects on and as of the date of the notice referred to in the foregoing clause (i) or on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date);Increased Commitment Date; and (iii) there shall have been no reduction of the Commitments pursuant to Section 2.07 hereof on or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable to the Administrative Agent from one or more Lenders acceptable to the Administrative Agent and, with respect prior to any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Increased Commitment Agreement"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such LenderDate.

Increase in Commitments. The Borrower Following the Closing Date, Airgas shall have the right right, upon at least fifteen (15) Business Days' ’ prior written notice to the Administrative Agent Agent, to increase the Aggregate U.S. Revolving Committed Amount and/or the Foreign Currency Committed Amount by up an aggregate amount for all such increases not to exceed $25,000,000325,000,000, in a single increaseone or more increases, at any time on or after the Closing Date, and from time to time; subject, however, in any such case, to satisfaction of the following conditions precedent: (i) no Default or Event of Default shall have has occurred and be is continuing on the date on which such Aggregate Revolving Committed Amount increase is to become effective; (ii) the representations and warranties set forth in Section 5 Article VI of this Credit Agreement shall be true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date)effective; (iii) on no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the date on best knowledge of Airgas, threatened by or against the Consolidated Parties or against any of their respective properties or revenues which such Aggregate Revolving Committed Amount increase is (A) relates to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement any of the Borrower and Credit Documents or any of the Administrative Agent transactions contemplated hereby or thereby or (B) would be reasonably expected to be paid in connection with such increasehave a Material Adverse Effect; (iv) since March 31, 2010, there has been no development or event relating to or affecting the Consolidated Parties which has had or would be reasonably expected to have a Material Adverse Effect; (v) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 1,000,000 and shall in no event be less than $5,000,000; and; (vvi) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable to the Administrative Agent from one or more Lenders acceptable lenders that would qualify as an Eligible Assignee (assuming such transaction were treated as an assignment pursuant to Section 11.3(b)) (it being understood that no Lender shall be obligated to increase any of its Commitments pursuant to this Section without its consent) and (B) each such lender shall have executed an agreement in the Administrative form of Exhibit 4.4 hereto (each such agreement a “New Commitment Agreement”), accepted in writing therein by the Agent and, with respect to any Lender lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the BorrowerAirgas, with respect to the Additional Commitment of such Lenderlender; (vii) the Agent shall have received all documents (including board of directors’ resolutions and opinions of counsel) it may reasonably request relating to the corporate or other necessary authority for and the validity of such increase in the U.S. Revolving Committed Amount and/or the Foreign Currency Committed Amount, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Agent; (viii) if the reallocation, if any, of outstanding Loans among the Lenders in connection with such increase results in the prepayment of Eurocurrency Loans on a day which is not the last day of an Interest Period with respect thereto, Airgas shall have paid to each affected Lender such amounts, if any, as may be required pursuant to Section 4.11; and (ix) the aggregate amount of all increases to the Foreign Currency Committed Amount effected by this Section 4.4(b) shall not exceed $50,000,000.

Increase in Commitments. (a) The Borrower shall have the right may, on a one time basis, upon at least fifteen (15) Business Days' prior written notice by the Borrower to the Administrative Agent to increase the Aggregate Revolving Committed Amount Commitments (but not the Letter of Credit Sublimit) with additional Commitments from any existing Lender or new Commitments from any other Person selected by up the Borrower and acceptable to $25,000,000, in a single increase, at any time on or after the Closing Date, subject, however, in any such case, to satisfaction of Administrative Agent and the following conditions precedent:L/C Issuer; provided that: CHAR1\1485063v6 (i) such increase shall be in an amount not exceeding $5,000,000; (ii) no Default or Event of Default shall have occurred exist and be continuing on at the date on which time of such Aggregate Revolving Committed Amount increase is to become effectiveincrease; (iiiii) no existing Lender shall be under any obligation to increase its Commitment and any such decision whether to increase its Commitment shall be in such Lender’s sole and absolute discretion; (iv) (A) any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent and/or (B) any existing Lender electing to increase its Commitment shall have executed a commitment agreement satisfactory to the Administrative Agent; (v) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Borrower, certifying that, before and after giving effect to such increase, (x) the representations and warranties set forth contained in Section 5 of this Credit Agreement shall be Article V and the other Loan Documents are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date on which of such Aggregate Revolving Committed Amount increase is to become effective (increase, except to the extent they expressly relate that such representations and warranties specifically refer to an earlier date); , in which case they are true and correct in all material respects (iiiand in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on or before the date on which as of such Aggregate Revolving Committed Amount increase is to become effectiveearlier date, and except that for purposes of this Section 2.15, the Administrative Agent shall have received, for its own account, the mutually acceptable fees representations and expenses required by separate agreement warranties contained in subsections (a) and (b) of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase Section 5.05 shall be an integral multiple deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of $5,000,000 Section 6.01, and shall in (y) no event be less than $5,000,000Default or Event of Default exists; and (vb) such requested Aggregate Revolving Commitment increase Schedule 1.01(b) shall be effective deemed revised to include any increase in the Commitments pursuant to this Section 2.15 and to include thereon any Person that becomes a Lender pursuant to this Section 2.15. (c) The Borrower shall prepay any Loans owing by it and outstanding on the date of any such date only increase (and pay any additional amounts required pursuant to Section 3.05) to the extent that, on or before such date, (A) necessary to keep the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable to the Administrative Agent outstanding Loans ratable with any revised Commitments arising from one or more Lenders acceptable to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement nonratable increase in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such LenderCommitments under this Section.

Increase in Commitments. The (a) Provided there exists no Default applicable to a Borrower shall have (or in the right case of a Tranche A Borrower, provided there exists no Default applicable to any Tranche A Borrower), upon at least fifteen (15) Business Days' prior written notice by such Borrower to the Administrative Agent (which shall promptly notify the appropriate Lenders), such Borrower may from time to time, request an increase in the XXXXXX00/000000 Xxxxxxxxx Commitments applicable to such Borrower (or, in the case of a Tranche A Borrower, to all Tranche A Borrowers) to an amount (for all such requests) not exceeding (w) in the case of the Tranche A Commitments, US$9,066,666,667, (x) in the case of the Tranche B Commitments, US$666,666,667, (y) in the case of the Tranche C Commitments, US$666,666,667 and (z) in the case of the Tranche D Commitments, US$666,666,667; provided, that in no event shall the Aggregate Revolving Committed Amount by up Commitments applicable to $25,000,000all Borrowers exceed US$10,000,000,000. At the time of sending such notice, such Borrower (in a single increase, at any time on or after the Closing Date, subject, however, in any such case, to satisfaction of the following conditions precedent: (i) no Default or Event of Default shall have occurred and be continuing on the date on which such Aggregate Revolving Committed Amount increase is to become effective; (ii) the representations and warranties set forth in Section 5 of this Credit Agreement shall be true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date); (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, consultation with the Administrative Agent Agent) shall have received, for its own account, specify the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent time period within which each Lender is requested to be paid in connection with such increase; respond (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and which shall in no event be less than $5,000,000; and (v) 10 Business Days from the date of delivery of such requested Aggregate Revolving Commitment increase shall be effective on such date only notice to the extent that, on or before such date, (A) appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have received declined to increase its Commitment. The Administrative Agent shall notify the applicable Borrower (or, where a request was made by a Tranche A Borrower, all of the Tranche A Borrowers) and accepted a corresponding each appropriate Lender of the Lenders' responses to each request made hereunder. To achieve the full amount of Additional Commitment(s) a requested increase, the applicable Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a commitment letter(s) acceptable joinder agreement in form and substance satisfactory to the Administrative Agent from one and its counsel; provided that the minimum commitment of each such Eligible Assignee is not less than US$25,000,000.. The consent of the Lenders is not required to increase the amount of the Aggregate Commitments pursuant to this Section, except that each appropriate Lender shall have the right to consent to an increase in the amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Commitments by the amount requested by the applicable Borrower pursuant to this Section 2.14(a), such Borrower may (i) withdraw its request for an increase in its entirety or more (ii) accept, in whole or in part, the increases that have been offered. (b) If the applicable Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the applicable Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the applicable Borrower and the appropriate Lenders acceptable of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the applicable Borrower shall deliver to the Administrative Agent and, with respect a certificate of such Borrower dated as of the Increase Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower certifying that no Default applicable to such Borrower exists. The applicable Borrower shall prepay any Lender that is not at such time a Lender hereunder, Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.5) to the Borrower and (B) each such Lender has executed an agreement extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the form of Schedule 3.4(cCommitments under this Section. (c) hereto (each such agreement a "New Commitment Agreement"), accepted This Section shall supersede any provisions in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect Sections 2.12 or 9.1 to the Additional Commitment of such Lendercontrary.

Increase in Commitments. The Subject to the terms and conditions set forth herein, the Borrower Representative shall have the right upon right, to be exercised at least fifteen (15) Business Days' any time prior written notice to the Administrative Agent earlier of (i) the date that is two (2) years following the Closing Date with respect to increase the First Increase Option and three (3) years following the Closing Date with respect to the Second Increase Option or (ii) the exercise of its option to decrease the Aggregate Revolving Committed Amount under Section 2.01(c) below, to cause an increase in the Aggregate Committed Amount as follows: (A) the one time right to an increase in the Aggregate Committed Amount by up to Twenty Million Dollars ($25,000,00020,000,000) (to an aggregate amount of not more than Two Hundred Fifty Million Dollars ($250,000,000) (the "First Increase Option") and (B) if Borrowers have exercised the First Increase Option, the one-time right to an increase in a single increase, at any time on or after the Closing Date, subject, however, in any such case, Aggregate Committed Amount by up to One Hundred Million Dollars ($100,000,000) (to an aggregate amount of not more than Three Hundred Fifty Million Dollars ($350,000,000) (the "Second Increase Option"). The exercise of each option to increase the Aggregate Commitment Amount shall be conditioned and effective upon the satisfaction of the following conditions precedentconditions: (i) no Default or Event of Default shall have occurred and be continuing on the date on which such Aggregate Revolving Committed Amount increase is to become effective; (ii1) the representations Borrowers shall obtain commitments for the amount of the increase from existing Lenders or other commercial banks or financial institutions reasonably acceptable to the Administrative Agent, which other commercial banks and warranties set forth financial institutions shall join in Section 5 of this Credit Agreement shall be true and correct as Lenders by a Lender Joinder Agreement substantially in all material respects on and as the form of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date); (iii) on Exhibit F attached hereto or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) other arrangement reasonably acceptable to the Administrative Agent from one or more Lenders acceptable (it being understood that in no case shall any Lender be required to increase its Commitment without its written consent); (2) if any Advances are outstanding at the time of any such increase, the Borrowers shall make such payments and adjustments on the Advances (including payment of any break‑funding amounts owing under Section 3.05) as may be necessary to give effect to the Administrative Agent revised commitment percentages and commitment amounts; (3) the Borrowers shall have executed any new or amended and restated Notes (to the extent requested by the Lenders) to reflect the revised commitment amounts; (4) the conditions to the making of an Advance set forth in Section 4.02 shall be satisfied; and, (5) with respect to the Second Increase Option, Guarantor shall provide a resolution of its Board of Directors authorizing the increase of the Loan contemplated by the Second Increase Option and upon Administrative Agent's request, Guarantor shall execute a confirmation of the Guaranty. In connection with any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement increase in the form Commitments, Schedule 2.01 shall be revised to reflect the modified Commitments and Commitment Percentages of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement")the Lenders, accepted in writing therein and the Borrowers shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by and the Borrower, with respect to the Additional Commitment of such LenderLenders in connection therewith.

Increase in Commitments. (a) The Borrower shall have the right upon at least fifteen (15) Business Days' prior written notice may, from time to time, by means of a letter delivered to the Administrative Agent to increase substantially in the form of Exhibit H, request that the Aggregate Revolving Committed Amount by Commitments be increased to up to $25,000,000, in a single increase, at any time on or after the Closing Date, subject, however, in any such case, to satisfaction of the following conditions precedent: 200,000,000; provided that (i) no Default any such increase in the Aggregate Commitments shall be in a minimum amount of $5,000,000 and a higher integral multiple thereof and (ii) the aggregate amount of all such increases shall not exceed $25,000,000. (b) Any increase in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or Event of Default more Lenders which have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an "Additional Lender") with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall have occurred be effective three Business Days (or such other period agreed to by the Administrative Agent, the Borrower and, as applicable, each Lender that has agreed to increase its Commitment and be continuing on each Additional Lender) after the date on which such Aggregate Revolving Committed Amount increase is to become effective; (ii) the representations and warranties set forth in Section 5 of this Credit Agreement shall be true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date); (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit H. (d) No Additional Lender shall have receivedbe added as a party hereto without the written consent of the Administrative Agent (which consent shall not be unreasonably withheld), for its own account, and no increase in the mutually acceptable fees and expenses required by separate agreement of Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Borrower and the Administrative Agent Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Pro Rata Share of each Lender after giving effect thereto. The Borrower acknowledges that, in order to maintain Committed Loans in accordance with each Lender's Pro Rata Share, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Committed Loans on the date of such increase (and any such prepayment or conversion shall be paid in connection with such increase;subject to the provisions of Section 3.05). (ivf) such Aggregate Revolving Committed Amount increase This Section shall be an integral multiple of $5,000,000 and shall supersede any provision in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only Section 10.01 to the extent that, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable to the Administrative Agent from one or more Lenders acceptable to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such Lendercontrary.

Increase in Commitments. The (a) During the Revolving Credit Period, the Borrower shall have the right upon at least fifteen (15) Business Days' prior may on one or more occasions, by written notice to the Administrative Agent (which shall promptly deliver a copy to increase each of the Aggregate Revolving Committed Amount Lenders), executed by up to $25,000,000, in a single increase, at any time on the Borrower and one or after the Closing Date, subject, however, in more financial institutions (any such casefinancial institution referred to in this Section being called an “Augmenting Lender”), which may include any Lender, cause Commitments to satisfaction be made available by the Augmenting Lenders (or cause the Commitments of the following conditions precedent: Augmenting Lenders to be increased, as the case may be) in an amount for each Augmenting Lender set forth in such notice; provided that (i) no Default the aggregate amount of all such increases pursuant to this Section shall not exceed $500,000,000, (ii) each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Agent (which approval shall not be unreasonably withheld) and (iii) each Augmenting Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Agent a duly executed accession agreement in a form satisfactory to the Agent and the Borrower. Any such notice shall set forth the amount of the requested increase in the total Commitments (which shall be the lesser of (x) a minimum aggregate amount of $20,000,0000 or Event any larger multiple of Default shall have occurred $5,000,000 or (y) the remaining aggregate allowance for such increases) and be continuing on the date on which such Aggregate Revolving Committed Amount increase is requested to become effective; . Increases and new Commitments created pursuant to this Section 2.08(a) shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of this Section 2.08(a). Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) shall become effective under this Section 2.08(a) unless, (i) on the date of such increase, the conditions set forth in Sections 3.02(b) and 3.02(d) (without giving effect to the parenthetical in Section 3.02(d)) shall be satisfied (as though a Borrowing were being made on such date) and the Agent shall have received a certificate to that effect dated such date and executed by a Responsible Financial Officer of the Borrower, and (ii) the representations and warranties set forth in Section 5 of this Credit Agreement shall be true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date); (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable (to the Administrative extent requested by the Agent from one or more Lenders acceptable reasonably in advance of such date) documents consistent with those delivered under Sections 3.01(c) and 3.01(d) as to the Administrative Agent and, with respect corporate power and authority of the Borrower to any Lender that is not at such time a Lender hereunder, borrow hereunder and as to the Borrower and (B) each enforceability of this Agreement after giving effect to such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such Lenderincrease.

Increase in Commitments. The Borrower Following the Closing Date, Airgas shall have the right right, upon at least fifteen (15) Business Days' ’ prior written notice to the Administrative Agent Agent, to increase the Aggregate U.S. Revolving Committed Amount and/or the Foreign Currency Committed Amount by up an aggregate amount for all such increases not to exceed $25,000,000325,000,000, in a single increaseone or more increases, at any time on or after the Closing Date, and from time to time; subject, however, in any such case, to satisfaction of the following conditions precedent: (i) no Default or Event of Default shall have has occurred and be is continuing on the date on which such Aggregate Revolving Committed Amount increase is to become effective; (ii) the representations and warranties set forth in Section 5 Article VI of this Credit Agreement shall be true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date)effective; (iii) on no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the date on best knowledge of Airgas, threatened by or against the Consolidated Parties or against any of their respective properties or revenues which such Aggregate Revolving Committed Amount increase is (A) relates to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement any of the Borrower and Credit Documents or any of the Administrative Agent transactions contemplated hereby or thereby or (B) would be reasonably expected to be paid in connection with such increasehave a Material Adverse Effect; (iv) since March 31, 2011, there has been no development or event relating to or affecting the Consolidated Parties which has had or would be reasonably expected to have a Material Adverse Effect; (v) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 1,000,000 and shall in no event be less than $5,000,000; and; (vvi) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable to the Administrative Agent from one or more Lenders acceptable lenders that would qualify as an Eligible Assignee (assuming such transaction were treated as an assignment pursuant to Section 11.3(b)) (it being understood that no Lender shall be obligated to increase any of its Commitments pursuant to this Section without its consent) and (B) each such lender shall have executed an agreement in the Administrative form of Exhibit 4.4 hereto (each such agreement a “New Commitment Agreement”), accepted in writing therein by the Agent and, with respect to any Lender lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the BorrowerAirgas, with respect to the Additional Commitment of such Lenderlender; (vii) the Agent shall have received all documents (including board of directors’ resolutions and opinions of counsel) it may reasonably request relating to the corporate or other necessary authority for and the validity of such increase in the U.S. Revolving Committed Amount and/or the Foreign Currency Committed Amount, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Agent; (viii) if the reallocation, if any, of outstanding Loans among the Lenders in connection with such increase results in the prepayment of Eurocurrency Loans on a day which is not the last day of an Interest Period with respect thereto, Airgas shall have paid to each affected Lender such amounts, if any, as may be required pursuant to Section 4.11; and (ix) the aggregate amount of all increases to the Foreign Currency Committed Amount effected by this Section 4.4(b) shall not exceed $50,000,000.

Increase in Commitments. 2.4.1 The Borrower shall have Company may, at its option at any time and from time to time before the right Termination Date, on no more than four occasions in the aggregate before the Termination Date, seek to increase the Revolving Commitment by up to an aggregate additional amount not exceeding Fifty Million Dollars ($50,000,000.00) (which, if the full increase occurs, will increase the total Revolving Commitment to One Hundred Twenty Million Dollars ($120,000,000)) upon at least fifteen (15) Business Days' prior written notice to the Administrative Agent to increase Agent, which notice shall specify the Aggregate Revolving Committed Amount by up to $25,000,000, in a single increase, at any time on or after the Closing Date, subject, however, in amount of any such caseincremental increase (which shall not be less than Ten Million Dollars ($10,000,000.00)), to satisfaction and shall be delivered at a time when no Unmatured Event of the following conditions precedent: (i) no Default or Event of Default shall have has occurred and be continuing on is continuing. 2.4.2 The Administrative Agent, subject to the date on which such Aggregate Revolving Committed Amount increase is to become effective; (ii) the representations and warranties set forth in Section 5 of this Credit Agreement shall be true and correct in all material respects on and as consent of the date Company, which shall not be unreasonably withheld, may allocate the incremental increase (which may be declined by any Lender in its sole discretion) in the Revolving Commitment on which such Aggregate Revolving Committed Amount increase is to become effective (except either a ratable basis to the extent they expressly relate Lenders or on a non pro-rata basis to an earlier date); (iii) on one or before the date on which such Aggregate Revolving Committed Amount increase is more Lenders and/or to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on other banks or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) entities reasonably acceptable to the Administrative Agent from one or more and the Company which have expressed a desire to accept the increase in the Revolving Commitment. The Administrative Agent will then notify each existing and potentially new Lender of such revised allocations of the Revolving Commitment, including the desired increase, together with information supplied by the Company regarding the need for such proposed increase and the fees and interest rates associated therewith. 2.4.3 No increase in the Revolving Commitment shall become effective until each of the existing Lenders acceptable and each of the new Lenders extending such incremental Revolving Commitment increase and the Company shall have delivered to the Administrative Agent and, with respect a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender that is not at states the amount of its Revolving Commitment increase and any such time new Lender states the amount of its Revolving Commitment and in each case agrees to assume and accept the obligations and rights of a Lender hereunder, to and the Borrower Company accepts such new or increased commitments, as the case may be. Each existing Lender and (B) each such new Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by shall notify the Administrative Agent andwithin 30 days of its proposed allocation if it accepts such allocation; if it does not notify the Administrative Agent within such 30 day period, with respect such existing Lender or new Lender shall be deemed to any Lender that is not at have rejected such time a Lender hereunderproposed allocation. After giving effect to such increase in the Revolving Commitment, all Loans and all such other credit exposure shall be held by the BorrowerLenders in proportion to their respective Commitments, with respect as revised to accommodate the increase in the Revolving Commitment. Upon any increase in the Revolving Commitment pursuant to this Section, the Company shall pay Administrative Agent for the ratable benefit of only the Lenders (including any new Lender) whose Revolving Commitment is increased an upfront fee equal in an amount equal to what is mutually agreed to among the Administrative Agent, the Company, and the Lenders whose Revolving Commitments are increased. Only the consent of the Company, the Administrative Agent and the Lenders participating in such increase are required to consent to such increase and any amendments to this Agreement and the other Loan Documents necessary to effectuate any such increase. 2.4.4 Upon completion of the transactions described in this Section, Annex A to this Agreement shall be deemed to be revised to reflect such transactions, and the Administrative Agent shall distribute a revised Annex A to the Additional Commitment of such Issuing Lender, each Lender and the Company.

Increase in Commitments. The (a) On a single occasion during each year subsequent to the Restatement Date, the Borrower shall have the right may, upon at least fifteen thirty (1530) Business Days' prior written days’ notice to the Administrative Agent (which shall promptly provide a copy of such notice to the Lenders), propose to increase the Aggregate Revolving Committed Amount by up amount of the Commitments in an aggregate minimum amount of $25,000,000 and an aggregate maximum amount for all increases pursuant to this Section 2.13 not to exceed $25,000,000, in a single 325,000,000 (the amount of any such increase, at any time on or after the Closing Date, subject, however, in any such case, to satisfaction “Increased Commitments”) provided that the Administrative Agent shall have received a certificate signed by a Designated Officer dated as of the following conditions precedent: (i) no Default or Event date of Default shall have occurred such increase in form and be continuing on substance satisfactory to the date on which such Aggregate Revolving Committed Amount increase is to become effective; (ii) Administrative Agent stating that the representations and warranties set forth contained in Section 5 of this Credit Agreement shall be Article V are true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (date, except to the extent they expressly relate that such representations and warranties specifically refer to an earlier date);, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.13, the representations and warranties contained in Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b) of Section 6.01 and the representations and warranties contained in Section 5.06 shall be deemed to refer to the most recent financial statements furnished pursuant to subsection (b) of Section 6.01 and that no Default has occurred and is continuing. (iiib) on or before The Borrower may offer the date on which such Aggregate Revolving Committed Amount increase is Increased Commitments to: (i) any Lender party to become effectivethis Agreement; provided, the Administrative Agent that any Lender offered an Increased Commitment shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent no obligation to be paid in connection with accept such increase; Increased Commitment; or (ivii) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) any other Eligible Assignee acceptable to the Administrative Agent from one and which agrees to become a party to this Agreement (an “Additional Lender”); provided that the Commitment of each such Lender or more Additional Lender equals or exceeds $10,000,000. The sum of (1) the aggregate amount of Commitment increases of any existing Lenders acceptable pursuant to this subsection (b) plus (2) the aggregate amount of any Commitments of Additional Lenders shall not in the aggregate exceed the total amount of the Increased Commitments. (c) An increase in the aggregate amount of the Commitments pursuant to this Section 2.13 shall become effective upon the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, signed by the Borrower, by each Additional Lender and by each other Lender whose Commitment is to be increased, setting forth the new Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Additional Commitment Increased Commitments and such opinions of such Lendercounsel for the Borrower with respect to the Increased Commitments as the Administrative Agent may reasonably request.

Increase in Commitments. The (a) From time to time on and after the Closing Date and prior to the Termination Date, the Parent Borrower shall have the right may, upon at least fifteen (15) Business Days' prior written 30 days’ notice to the Administrative Agent (which shall promptly provide a copy of such notice to the Lenders), propose to increase the Aggregate aggregate amount of the Revolving Committed Amount Commitments of any Class by up an amount which (i) is not less than $100,000,000 or, if greater, an integral multiple of $10,000,000 in excess thereof, with respect to $25,000,000, in a single increase, at any time on or after the Closing Date, subject, however, in any such caserequest and (ii) when aggregated with all prior and concurrent increases in the Revolving Commitments of all Classes pursuant to this Section 2.21, is not in excess of $400,000,000. The Parent Borrower may increase the aggregate amount of the Revolving Commitments by (x) having another lender or lenders (each, an “Additional Lender”) become party to this Agreement, (y) agreeing with any Lender (with the consent of such Lender in its sole discretion) to increase its Revolving Commitment hereunder (each, an “Increasing Lender”) or (z) a combination of the procedures described in clauses (x) and (y) of this sentence; provided that no Lender shall be obligated to increase its Revolving Commitment without its consent. (b) Any increase in the Revolving Commitments pursuant to this Section 2.21 shall be subject to satisfaction of the following conditions precedentconditions: (i) Each Borrower shall deliver to the Administrative Agent a certificate dated as of the applicable increase date signed by an Authorized Officer of such Borrower certifying and attaching the resolutions adopted by such Borrower approving or consenting to such increase; (ii) Each of the representations and warranties contained in Article IV qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of such date of increase with the same effect as if made on and as of such date, both immediately before and after giving effect to such increase (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date); and (iii) At the time of such increase, no Default or Event of Default shall have occurred and be continuing on or would result from such increase. (c) Upon any increase in the date on amount of the Revolving Commitments pursuant to this Section 2.21 (each, an “Additional Commitment”): (i) Each Additional Lender or Increasing Lender shall enter into a Joinder Agreement pursuant to which such Aggregate Additional Lender and/or Increasing Lender shall, as of the effective date of such increase, undertake an Additional Commitment (or, in the case of an Increasing Lender, pursuant to which such Increasing Lender’s Revolving Committed Amount increase is Commitment shall be increased in the agreed amount on such date) and such Additional Lender shall thereupon become (or, if an Increasing Lender, continue to become effective;be) a “Lender” for all purposes hereof. (ii) Each Borrower shall, as applicable, in coordination with the representations Administrative Agent, repay all outstanding Loans of the affected Class and warranties set forth incur additional Loans of the affected Class from other Lenders of such Class in each case so that the Lenders participate in each Borrowing of such Class pro rata on the basis of their respective Revolving Commitments of such Class (after giving effect to any increase in the Revolving Commitments pursuant to this Section 5 2.21) and amounts payable under Section 2.18 as a result of the actions required to be taken under this Credit Agreement Section 2.21 shall be true and correct paid in all material respects on and as of full by the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date);applicable Borrower or Borrowers; and (iii) on or before If any such Additional Lender is a Foreign Lender, such Additional Lender shall deliver the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses forms required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable to the Administrative Agent from one or more Lenders acceptable to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such LenderSection 2.17.

Increase in Commitments. The Borrower shall have the right upon may, at least fifteen (15) Business Days' prior written notice to the Administrative Agent to increase the Aggregate Revolving Committed Amount by up to $25,000,000, in a single increaseits option, at any time on or after from time to time prior to the Closing Termination Date, subjectincrease the Total Commitments (each such increase, howevera “Commitment Increase” and the additional Commitments pursuant to each such Commitment Increase, “Incremental Commitments”) to an aggregate principal amount not to exceed $225,000,000400,000,000 (with each Commitment Increase being in a minimum aggregate principal amount of $5,000,000 (the “Minimum Increase Amount”) or a whole multiple of $1,000,000 in excess of the Minimum Increase Amount) by requesting that existing Lenders or new lenders commit to any such case, to satisfaction of the following conditions precedent: increase; provided that: (i) no Lender shall be required to commit to any such increase; (ii) no such increase shall become effective unless at the time thereof and after giving effect thereto (A) no Default or Event of Default shall have occurred and be continuing on the date on which such Aggregate Revolving Committed Amount increase is to become effective; continuing, (iiB) each of the representations and warranties set forth made by any Loan Party in Section 5 of this Credit Agreement or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except respects, provided, that, to the extent they expressly relate any such representation and warranty is already qualified by materiality or reference to an earlier date); (iii) on or before the date on which Material Adverse Effect, such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase representation shall be an integral multiple of $5,000,000 true and shall correct in no event be less than $5,000,000; and all respects, and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (AC) the Administrative Agent shall have received a certificate from the Borrower to the effect of (A) and accepted (B) of clause (ii); and (iii) no new lender shall become a corresponding amount of Additional Commitment(s) Lender pursuant to a commitment letter(sthis Section 2.21 unless such lender is an Eligible Assignee and the Administrative Agent shall have given its prior written consent, which consent shall not be unreasonably withheld. The Borrower shall be entitled to pay upfront or other fees to such lenders who extend credit pursuant to this Section 2.21 as the Borrower and such lenders may agree. Each Commitment Increase shall become effective on the date (each such date, an “Increased Facility Closing Date”) acceptable specified in an activation notice delivered to the Administrative Agent from one or more Lenders acceptable no less than ten (10) Business Days prior to the Administrative Agent andeffective date of such notice specifying the amount of the increase and the effective date thereof. Each new lender that provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender Supplement (each, with respect to any a “New Lender that is not at such time a Lender hereunderSupplement”), to the Borrower and (B) each such Lender has executed an agreement substantially in the form of Schedule 3.4(cExhibit E, whereupon such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement to such extent. On any Increased Facility Closing Date, subject to the satisfaction of the foregoing terms and conditions, (i) hereto each of the Lenders shall be deemed to assign to each Person with Incremental Commitments (each, an “Incremental Lender”) and each of the Incremental Lenders shall be deemed to purchase from each of the Lenders, at the principal amount thereof, such agreement a "New Commitment Agreement")interests in the Revolving Loans outstanding on such Increased Facility Closing Date as shall be necessary in order that, accepted in writing therein after giving effect to all such assignments and purchases, the Revolving Loans will be held by the Administrative Agent andLenders (including Incremental Lenders) ratably in accordance with their respective Commitments after giving effect to the addition of such Incremental Commitments to the Commitments, with respect to any (ii) each Incremental Commitment shall be deemed for all purposes a Commitment and each Revolving Loan made thereunder (an “Incremental Loan”) shall be deemed for all purposes a Revolving Loan and (iii) each Incremental Lender that is not at such time a New Lender shall become a Lender hereunder, by in accordance with the Borrower, with respect immediately preceding sentence. The terms and provisions of the Incremental Loans and Incremental Commitments shall be substantially identical to the Additional Commitment terms and conditions of such Lenderthe Revolving Loans and Commitments.

Increase in Commitments. (a) The Borrower shall have the right may, on a one time basis, upon at least fifteen (15) Business Days' prior written notice by the Borrower to the Administrative Agent to increase the Aggregate Revolving Committed Amount Commitments (but not the Letter of Credit Sublimit) with additional Commitments from any existing Lender or new Commitments from any other Person selected by up the Borrower and acceptable to $25,000,000, in a single increase, at any time on or after the Closing Date, subject, however, in any such case, to satisfaction of Administrative Agent and the following conditions precedentL/C Issuer; provided that: (i) such increase shall be in an amount not exceeding $1,000,000; (ii) no Default or Event of Default shall have occurred exist and be continuing on at the date on which time of such Aggregate Revolving Committed Amount increase is to become effectiveincrease; (iiiii) no existing Lender shall be under any obligation to increase its Commitment and any such decision whether to increase its Commitment shall be in such Lender’s sole and absolute discretion; (iv) (A) any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent and/or (B) any existing Lender electing to increase its Commitment shall have executed a commitment agreement satisfactory to the Administrative Agent; (v) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Borrower, certifying that, before and after giving effect to such increase, (x) the representations and warranties set forth contained in Section 5 of this Credit Agreement shall be Article V and the other Loan Documents are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date on which of such Aggregate Revolving Committed Amount increase is to become effective (increase, except to the extent they expressly relate that such representations and warranties specifically refer to an earlier date); , in which case they are true and correct in all material respects (iiiand in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on or before the date on which as of such Aggregate Revolving Committed Amount increase is to become effectiveearlier date, and except that for purposes of this Section 2.15, the Administrative Agent shall have received, for its own account, the mutually acceptable fees representations and expenses required by separate agreement warranties contained in subsections (a) and (b) of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase Section 5.05 shall be an integral multiple deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of $5,000,000 Section 6.01, and shall in (y) no event be less than $5,000,000Default or Event of Default exists; and (vb) such requested Aggregate Revolving Commitment increase Schedule 1.01(b) shall be effective deemed revised to include any increase in the Commitments pursuant to this Section 2.15 and to include thereon any Person that becomes a Lender pursuant to this Section 2.15. (c) The Borrower shall prepay any Loans owing by it and outstanding on the date of any such date only increase (and pay any additional amounts required pursuant to Section 3.05) to the extent that, on or before such date, (A) necessary to keep the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable to the Administrative Agent outstanding Loans ratable with any revised Commitments arising from one or more Lenders acceptable to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement nonratable increase in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such LenderCommitments under this Section.

Increase in Commitments. (a) The Borrower shall have the right upon at least fifteen (15) Business Days' Company may, from time to time on or prior written notice to May 22, 2009, by means of a letter delivered to the Administrative Agent to increase substantially in the form of Exhibit I, request that the Aggregate Revolving Committed Amount by Commitments be increased to up to $25,000,000, in a single increase, at any time on or after the Closing Date, subject, however, in any such case, to satisfaction of the following conditions precedent: 350,000,000; provided that (i) no Default any such increase in the Aggregate Commitments shall be in a minimum amount of $5,000,000 and a higher integral multiple thereof and (ii) the aggregate amount of all such increases shall not exceed $50,000,000. (b) Any increase in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or Event more Lenders that have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of Default shall have occurred and be continuing on (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such Aggregate Revolving Committed Amount increase is to become effective; and (ii) the representations and warranties set forth in Section 5 of this Credit Agreement shall be true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date); (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (A) the Administrative Agent shall have has received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable to the Administrative Agent from one or more Lenders acceptable to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement applicable increase letter in the form of Schedule 3.4(cAnnex 1 to Exhibit I (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit I (in the case of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (each such agreement a "New Commitment Agreement"which consents shall not be unreasonably withheld or delayed), accepted and no increase in writing therein by the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent andshall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Pro Rata Share of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with respect to each Lender’s Pro Rata Share, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any Lender that is not at such time a Lender hereunder, by the Borrower, with respect prepayment or conversion shall be without premium or penalty but subject to the Additional Commitment provisions of such LenderSection 3.4). (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. The Borrower (i) At any time, the Company (on behalf of itself and the other Borrowers) may request that the Aggregate Commitment be increased; provided that, without the prior written consent of all of the Lenders, (a) the Aggregate Commitment shall at no time exceed $200,000,000 minus the aggregate amount of all reductions in the Aggregate Commitment previously made pursuant to Section 2.5(A) or (B); (b) the Company shall not make any such request during the six month period following any reduction in the Aggregate Commitment previously made pursuant to Section 2.5(A) or (B); (c) the Company shall not be entitled to make more than one such request during the term of this Agreement; and (d) each such request shall be in a minimum amount of at least $25,000,000 and increments of $1,000,000 in excess thereof. Such request shall be made in a written notice given to the Administrative Agent and the Lenders by the Company not less than twenty (20) Business Days prior to the proposed effective date of such increase, which notice (a "Commitment Increase Notice") shall specify the amount of the proposed increase in the Aggregate Commitment and the proposed effective date of such increase. In the event of such a Commitment Increase Notice, each of the Lenders shall be given the opportunity to participate in the requested increase ratably in proportions that their respective Commitments bear to the Aggregate Commitment. No Lender shall have any obligation to increase its Commitment pursuant to a Commitment Increase Notice. On or prior to the right upon at least date that is fifteen (15) Business Days' prior written notice Days after receipt of the Commitment Increase Notice, each Lender shall submit to the Administrative Agent a notice indicating the maximum amount by which it is willing to increase the Aggregate Revolving Committed Amount by up to $25,000,000, in a single increase, at any time on or after the Closing Date, subject, however, in any such case, to satisfaction of the following conditions precedent: (i) no Default or Event of Default shall have occurred and be continuing on the date on which such Aggregate Revolving Committed Amount increase is to become effective; (ii) the representations and warranties set forth in Section 5 of this Credit Agreement shall be true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date); (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable to the Administrative Agent from one or more Lenders acceptable to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such Lender.its

Increase in Commitments. The Borrower shall have the right upon at least fifteen (15i) Business Days' prior written notice Subject to the Administrative Agent to increase conditions set forth in clauses (ii) and (iii) of this Section 2.02(a), the Aggregate Revolving Committed Amount by up to $25,000,000Co-Borrowers may request that the amount of the aggregate Commitments be increased one or more times, 4812-0911-1547, v. 7 in each case in a single increase, at any time on minimum amount of $2,500,000 or in integral multiples of $2,500,000 in excess thereof; provided that the aggregate Commitments after the Closing Date, subject, however, in any such case, to satisfaction of increase may not exceed $250,000,000. (ii) Each such increase shall be effective only upon the following conditions precedent: being satisfied: (iA) no Default or Event of Default has occurred and is continuing at the time thereof or would be caused thereby, (B) immediately before and after giving effect to such increase, the Loan Parties shall be in pro forma compliance with the financial covenants in Section 7.09, together with calculations and any supporting documentation demonstrating such pro forma compliance in form and substance reasonably satisfactory to the Agent, (C) either the Banks having Commitments hereunder at the time the increase is requested agree to increase their Commitments in their sole discretion in the amount of the requested increase or other financial institutions agree to make a Commitment in the amount of the difference between the amount of the increase requested by the Co-Borrowers and the amount by which some or all of the Banks having Commitments hereunder at the time the increase is requested agree to increase their Commitments, (D) such increase shall be subject to the approval of the Agent and the Issuing Banks, which consent shall not be unreasonably withheld, conditioned or delayed, (E) such Banks and other financial institutions, if any, shall have occurred executed and be continuing on delivered to the date on which such Aggregate Revolving Committed Amount increase is to become effective; Agent a Commitment Increase Agreement or a New Bank Agreement, as applicable, and (iiF) the representations and warranties set forth in Section 5 Co-Borrowers shall have delivered such evidence of this Credit Agreement shall be true and correct in all material respects on and as authority for the increase (including without limitation, certified resolutions of the date on which applicable managers and/or members of the Co-Borrowers authorizing such Aggregate Revolving Committed Amount increase is to become effective (except to increase) as the extent they expressly relate to an earlier date);Agent may reasonably request. (iii) on Each financing institution to be added to this Agreement as described in Section 2.02(a)(ii)(C) above shall execute and deliver to the Agent a New Bank Agreement, pursuant to which it becomes a party to this Agreement. Each Bank agreeing to increase its Commitment as described in Section 2.02(a)(ii)(C) shall execute and deliver to the Agent a Commitment Increase Agreement pursuant to which it increases its Commitment hereunder. In addition, to the extent required by the applicable Bank, a Responsible Officer shall execute and deliver to the Agent, for each Bank being added to this Agreement, a Note payable to such new Bank in the principal amount of the Commitment of such Bank, and for each Bank increasing its Commitment, a Note (replacement Note, if applicable) payable to such Bank, in the principal amount of the increased Commitment of such Bank. Each such Note shall be dated the effective date of the pertinent New Bank Agreement or before Commitment Increase Agreement. In the date on which event a replacement Note is issued to a Bank, such Aggregate Revolving Committed Amount Bank shall xxxx the original note as “REPLACED” and shall return such original Note to the Co-Borrowers. Upon execution and delivery to the Agent of the Note (if required by the applicable Bank) and the execution by 4812-0911-1547, v. 7 the Agent of the relevant New Bank Agreement or Commitment Increase Agreement, as the case may be, such new financing institution shall constitute a “Bank” hereunder with a Commitment as specified therein, or such existing Bank’s Commitment shall increase is to become effectiveas specified therein, as the Administrative case may be, and the Agent shall have receivednotify the Co-Borrowers and all Banks of such additions or increases, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent final allocations thereof, and provide a revised Schedule 2.01 reflecting such additions or increases together with a schedule showing the revised Working Capital Advance Cap and L/C Cap as increased pursuant to be paid in connection with such increase;Section 2.02(b) below. (iv) Notwithstanding anything to the contrary in this Section 2.02(a), the Banks having Commitments hereunder at the time any such Aggregate Revolving Committed Amount increase is requested shall have the first right, but shall not be obligated, to participate in such increase by agreeing to increase their respective Commitments by their Credit Percentage to the extent of such increase. The Agent shall not, and shall not be obligated to, permit any financial institutions that do not have, at that time, Commitments hereunder to make commitments for portions of the requested increase not assumed by the Banks having Commitments hereunder until each of such Banks have agreed to increase their Commitments or declined to do so. To facilitate the Banks’ right of first refusal, HoldCo shall, by written notice to the Agent (which shall promptly deliver a copy to each Bank) given not less than 15 days prior to the requested effective date of the increase in Commitments (the “Increase Effective Date”), request that the Banks increase their Commitments. Each Bank shall, by notice to HoldCo and the Agent given not later than 15 days following receipt of HoldCo’s request, advise HoldCo whether or not it will increase its Commitment as of the Increase Effective Date. Any Bank that has not so advised HoldCo and the Agent by such day shall be an integral multiple deemed to have declined to agree to such increase in its Commitment. The decision to increase its Commitment hereunder shall be at the sole discretion of $5,000,000 and shall in no event be less than $5,000,000; andeach Bank. (v) such requested Aggregate Revolving Commitment If, after giving effect to any increase shall under this Section 2.02(a), the outstanding Working Capital Loans would not be held pro rata in accordance with the new Commitments, the Banks (including, without limitation, any new Bank) shall, on the effective date of the applicable increase, make advances among themselves so that after giving effect thereto the Working Capital Loans will be held by the Banks (including, without limitation, any new Banks), on such date only a pro rata basis in accordance with their respective Commitments hereunder (after giving effect to the extent that, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant applicable increase). Each Bank agrees to a commitment letter(s) acceptable wire immediately available funds to the Administrative Agent from one in accordance with this Agreement as may be required by Agent in connection with the foregoing. Upon the effective date of each increase under this Section 2.02(a), the Commitments of the Banks shall reflect the changes contemplated under the applicable New Bank Agreement and/or Commitment Increase Agreement without any further action or more Lenders acceptable consent of any party, and each Bank hereby agrees to the Administrative Agent and4812-0911-1547, with respect to v. 7 reallocation of the Commitments as necessary (but, for the avoidance of doubt, not any Lender change in such Bank’s Commitment unless otherwise agreed in writing) such that is not at such time a Lender hereunderafter giving effect thereto, all Banks shall hold Working Capital Loans in their respective Pro Rata Shares (after giving effect to the Borrower and (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"applicable increase), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such Lender.

Increase in Commitments. The Borrower shall have the right upon at least fifteen (15a) Business Days' prior written notice Subject to the Administrative Agent conditions set forth in Section 2.04(b), the Borrower may request (i) that one or more Lenders (each an “Increasing Lender”) increase its Commitment then in effect and/or (ii) that one or more Persons which at such time are not Lenders become a Lender (each such Person, an “Additional Lender”) and provide a Commitment hereunder. Notwithstanding anything to increase the Aggregate Revolving Committed Amount by up to $25,000,000contrary contained in this Agreement, in a single increaseno case shall an Additional Lender be the Borrower, at any time on or after the Closing Date, subject, however, in any such case, to satisfaction an Affiliate of the Borrower or a natural person. (b) Any increase under Section 2.04(a) shall be subject to the following conditions precedentadditional conditions: (i) no Default or Event of Default increase shall have occurred and be continuing on permitted if, after giving effect thereto, the date on which such Aggregate Revolving Committed Amount increase is to become effectiveaggregate Commitments would exceed $350,000,000; (ii) the Borrower may not request any such increase more than once per fiscal quarter; (iii) no Lender’s Commitment may be increased without the consent of such Lender; (iv) any addition of an Additional Lender shall require the consent of the Administrative Agent and each Issuing Bank (such consent not be unreasonably withheld or delayed); (A) at the time of and immediately after giving effect to such increase and any Borrowing made on the date of such increase, (1) all of the representations and warranties set forth contained in Section 5 of this Credit Agreement the Loan Documents shall be true and correct in all material respects on (or if already qualified by materiality, all respects), (2) no Default shall exist or would result from such increase, and (3) the Borrower shall be in pro forma compliance with the financial covenants set forth in Section 6.10 as of the date on last day of the most recently ended fiscal quarter for which such Aggregate Revolving Committed Amount increase is the financial statements and compliance certificate required under Section 5.01 have been delivered to become effective (except to the extent they expressly relate to an earlier date); (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, and the mutually acceptable fees and expenses required by separate agreement Lenders (calculated as though any Borrowing made on the date of such increase had been made as of the Borrower last day of such fiscal quarter) and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (AB) the Administrative Agent shall have received a certificate of a Responsible Officer certifying as to compliance with the foregoing clause (A); (vi) if the Borrower elects to increase the Commitment of one or more Lenders, then the Borrower and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable each such Increasing Lender shall execute and deliver to the Administrative Agent from a certificate substantially in the form of Exhibit G-1 (an “Increasing Lender Certificate”) and the Borrower shall (A) if requested by any Increasing Lender, deliver a Note payable to such Increasing Lender in a principal amount equal to its Commitment and otherwise duly completed and (B) pay any applicable fees as may have been agreed to between the Borrower, such Increasing Lender and/or the Administrative Agent; (vii) if the Borrower elects to increase the Commitments by causing one or more Additional Lenders acceptable to become a party to this Agreement, then the Borrower and each such Additional Lender shall execute and deliver to the Administrative Agent anda certificate substantially in the form of Exhibit G-2 (an “Additional Lender Certificate”), together with respect to any Lender that is not at such time a Lender hereunderan Administrative Questionnaire for each Additional Lender, to and the Borrower shall (A) if requested by any Additional Lender, deliver a Note payable to such Additional Lender in a principal amount equal to its Commitment and otherwise duly completed and (B) each pay any applicable fees as may have been agreed to between the Borrower, any Additional Lender and/or the Administrative Agent; and (viii) the Borrower shall deliver or cause to be delivered such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement")corporate resolutions, accepted in writing therein legal opinions or other documentation as may be reasonably requested by the Administrative Agent andAgent. (c) From and after the effective date specified in the Increasing Lender Certificate and/or the Additional Lender Certificate: (i) the amount of each Lender’s Commitment shall be increased as set forth therein, with respect and (ii) in the case of an Additional Lender Certificate, any Additional Lender party thereto shall be a party to any Lender that is not at such time this Agreement and have the rights and obligations of a Lender hereunderunder this Agreement and the other Loan Documents. In addition, each Increasing Lender and Additional Lender shall be deemed to have purchased a pro rata portion of the outstanding Loans and participation interests in Letters of Credit of each of the other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that each Lender (including any Increasing Lender and any Additional Lender) shall hold its Applicable Percentage of the outstanding participation interests in Letters of Credit after giving effect to the increase and the resulting modification of each Lender’s Applicable Percentage and Commitment. Any outstanding Loans shall be reallocated among the Lender such that each Lender holds Loans ratably in accordance with its Applicable Percentage and the Borrower shall pay any break funding costs under Section 2.17 associated with such reallocation. (d) Upon its receipt of a duly completed Increasing Lender Certificate and/or an Additional Lender Certificate, executed by the BorrowerBorrower and the Lender or by the Borrower and the Additional Lender party thereto, with respect as applicable, and the Administrative Questionnaire, the Administrative Agent shall accept such Increasing Lender Certificate and/or Additional Lender Certificate and record the information contained therein in the Register. (e) Upon any increase pursuant to this Section 2.04, (i) each Lender’s Applicable Percentage shall be automatically deemed amended to the Additional extent necessary so that each such Lender’s Applicable Percentage equals the percentage of the aggregate Commitments represented by such Lender’s Commitment, in each case after giving effect to such increase, and (ii) Annex I shall be deemed amended to reflect the Commitment of such any Increasing Lender and any Additional Lender, and any changes in the Lenders’ respective Applicable Percentages and Commitments contemplated by this Section 2.04.

Increase in Commitments. The Borrower shall have the right (a) Provided there exists no Default, upon at least fifteen (15) Business Days' prior written notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request an increase in the Aggregate Revolving Committed Amount by up to $25,000,000, in a single increase, at any time on or after the Closing Date, subjectCommitments; provided, however, in that the maximum amount of the Aggregate Commitments after giving effect to any such caseincrease shall not exceed $125,000,000. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $5,000,000 (and in integral multiples of $1,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to satisfaction become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this Section 2.13 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.13 shall, in connection therewith, deliver to the Administrative Agent a new commitment agreement in form and substance satisfactory to the Administrative Agent and its counsel. (b) If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the "Increase Effective Date") and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.01 hereto shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent each of the following conditions precedent: in form and substance satisfactory to the Administrative Agent: (1) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) no Default certifying and attaching the resolutions adopted by such Loan Party approving or Event of Default shall have occurred consenting to such increase, and be continuing on the date on which such Aggregate Revolving Committed Amount increase is to become effective; (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties set forth contained in Section 5 of this Credit Agreement shall be Article VI and the other Loan Documents are true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (Increase Effective Date, except to the extent they expressly relate that such representations and warranties specifically refer to an earlier date); (iii) on or before the date on , in which case they are true and correct as of such Aggregate Revolving Committed Amount increase is to become effectiveearlier date, and except that for purposes of this Section 2.13, the Administrative Agent shall have received, for its own account, the mutually acceptable fees representations and expenses required by separate agreement warranties contained in subsections (a) and (b) of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase Section 6.05 shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only deemed to refer to the extent that, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) most recent statements furnished pursuant to a commitment letter(ssubsections (a) acceptable to the Administrative Agent from one or more Lenders acceptable to the Administrative Agent andand (b), with respect to any Lender that is not at such time a Lender hereunderrespectively, to the Borrower of Section 7.01, and (B) no Default exists; (2) a statement of reaffirmation from each Loan Party pursuant to which each such Loan Party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents (including, but not limited to, the granting of Liens under the Collateral Documents); (3) if the increase is being provided by an existing Lender, and such Lender has executed an agreement is then in possession of a Revolving Note, a revised Revolving Note in favor of such Lender reflecting such Lender's Commitment after giving effect to such increase; and (4) if the increase is being provided by a new Lender, a Revolving Note in favor of such Lender if so requested by such Lender. The Borrower shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the form of Schedule 3.4(cCommitments under this Section. (c) hereto (each such agreement a "New Commitment Agreement"), accepted This Section shall supersede any provisions in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect Sections 2.12 or 11.01 to the Additional Commitment of such Lendercontrary.

Increase in Commitments. The Borrower Following the Closing Date, Airgas shall have the right right, upon at least fifteen (15) Business Days' prior written notice to the Administrative Agent U.S. Agent, to increase the Aggregate U.S. Revolving Committed Amount and/or the U.S. Term Loan Committed Amount by up to $25,000,000150,000,000 in the aggregate for all such increases, in a single increaseone or more increases, at any time on or after the Closing Dateand from time to time, subject, however, in any such case, to satisfaction of the following conditions precedent: (i) no Default or Event of Default shall have has occurred and be is continuing on the date on which such Aggregate Revolving Committed Amount increase is to become effective; (ii) the representations and warranties set forth in Section 5 Article VI of this Credit Agreement shall be true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date)effective; (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 1,000,000 and shall in no event be less than $5,000,000; and; (viv) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (A) the Administrative U.S. Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable to the Administrative U.S. Agent from one or more Lenders lenders acceptable to the Administrative U.S. Agent and, with respect to any Lender lender that is not at such time a Lender hereunder, to the Borrower Airgas and (B) each such Lender has lender shall have executed an agreement in the form of Schedule 3.4(c) Exhibit 4.4 hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative U.S. Agent and, with respect to any Lender lender that is not at such time a Lender hereunder, by the BorrowerAirgas, with respect to the Additional Commitment of such lender; and (v) the U.S. Agent shall have received all documents (including resolutions of the board of directors of Airgas and opinions of counsel to Airgas) it may reasonably request relating to the corporate or other necessary authority for and the validity of such increase in the U.S. Revolving Committed Amount and/or the U.S. Term Loan Committed Amount, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the U.S. Agent; and (vi) if the reallocation, if any, of outstanding Loans among the Lenders in connection with such increase results in the prepayment of Eurodollar Loans on a day which is not the last day of an Interest Period with respect thereto, Airgas shall have paid to each affected Lender such amounts, if any, as may be required pursuant to Section 4.11. (i) Upon the effectiveness of the increase in the U.S. Revolving Committed Amount and/or the U.S. Term Loan Committed Amount, as applicable, pursuant to subsection (b), (A) the U.S. Revolving Commitment Percentage and/or the U.S. Term Loan Percentage, as applicable, of each Lender shall be automatically adjusted to give effect to such increase, provided that the amount of each Lender's U.S. Revolving Commitment and/or U.S. Term Loan Commitment, as applicable, (other than a Lender whose U.S. Revolving Commitment and/or U.S. Term Loan Commitment, as applicable, shall have been increased in connection with such increase) shall remain unchanged and (B) Airgas, the U.S. Agent and the Lenders will use all commercially reasonable efforts to assign and assume outstanding Loans of the affected category to conform the respective amounts thereof held by each Lender to the U.S. Revolving Commitment Percentage as so adjusted, it being understood that the parties hereto shall use commercially reasonable efforts to avoid prepayment or assignment of any affected Loan that is a Eurodollar Loan on a day other than the last day of the Interest Period applicable thereto and (ii) in the case of an increase in the U.S. Term Loan Committed Amount, beginning with the date of the next principal amortization payment occurring after the date of such increase, the amount of each principal amortization payment on the U.S. Term Loans shall be increased by the minimum amount that, when allocated ratably (based on outstandings) among all of the Lenders holding U.S. Term Loans immediately after giving effect to such increase in the U.S. Term Loan Committed Amount, would provide (assuming all other things to be equal) for each of the Lenders holding U.S. Term Loans immediately prior to giving effect to such increase in the U.S. Term Loan Committed Amount to receive in connection with such principal amortization payment an amount at least equal to the amount that such Lender would have received had such increase in the U.S. Term Loan Committed Amount (and the corresponding adjustment to such principal amortization payment pursuant to this Section 4.4(c)) not taken place.

Increase in Commitments. (i) The Borrower shall have the right upon at least fifteen (15) Business Days' prior Company may, no more than once a year, by written notice to the Administrative Agent substantially in the form of Exhibit G-1, request the Lenders to increase the Aggregate Revolving Committed Amount Commitments, which notice shall be accompanied by up to $25,000,000, in a single increase, at any time on or after the Closing Date, subject, however, in any such case, to satisfaction resolutions of the following conditions precedent:board of directors of the Company approving such increase certified by the Secretary or an Assistant Secretary of the Company; provided that in no event shall the Aggregate Commitments be increased by more than US$300,000,000 in the aggregate (for all increases pursuant to this Section 2.17) without the written consent of all Lenders. (ii) Any optional increase shall be permitted only if (i) no Default or Event of Default shall have has occurred and be is continuing on the date on which such Aggregate Revolving Committed Amount increase is to become effective; and (ii) the representations and warranties set forth in Section 5 of this Credit Agreement shall be true and correct in all material respects on and as of the date on which Aggregate Commitments following such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date);a multiple of US$5,000,000. (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, the The Administrative Agent shall transmit any increase request to the Arrangers within one Business Day after its receipt thereof, who shall relay such increase request to each Lender within one Business Day after their receipt thereof. Each Lender will have receivedthe option, in its sole discretion, to subscribe for its own account, the mutually acceptable fees and expenses required by separate agreement Pro Rata Share of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase increase. The Lenders shall be effective on such date only respond in writing to the extent that, on or before such date, (A) Company’s request through the Administrative Agent shall have received and accepted Arrangers within 15 Business Days by submitting a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable to the Administrative Agent from one or more Lenders acceptable to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement letter in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement")Attachment I to Exhibit G-1. Any Lender not responding within 15 Business Days shall be deemed to have declined to participate in the increase request. At the option of the Company, accepted in writing therein any part of the increase not so subscribed may be assumed, within 20 Business Days of the Lenders’ response, by one or more existing Lenders or assumed by other financial institutions designated by the Company and acceptable to each Lender, the Issuing Bank and the Administrative Agent andAgent, with respect which consents shall not be unreasonably withheld, upon submission of a letter in the form of Exhibit G-2, in the case of an existing Lender, or Exhibit G-3, in the case of a new party to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such Lenderthis Agreement.

Increase in Commitments. The Borrower shall have the right exercisable 5 times, upon at least fifteen (15) 10 Business Days' prior written ’ notice to the Administrative Agent and the Lenders, to increase request (i) increases in the Aggregate Revolving Committed Amount Commitments or (ii) the making of additional Term Loans (the “Additional Term Loans”) by up to $25,000,000, in 750,000,000600,000,000 to a single increase, at any time on maximum aggregate amount not to exceed $1,600,000,0002,000,000,000 (reduced to the extent Borrower has terminated or after reduced the Closing Date, subject, however, in Revolving Commitments) by either adding new lenders as Lenders (subject to the Administrative Agent’s prior written approval of the identity of any such casenew lender if it is not an Eligible Assignee) or obtaining the agreement, which shall be at such Lender’s or Lenders’ sole discretion, of one or more of the then current Lenders to satisfaction increase its or their Revolving Commitments or to make Additional Term Loans. Each such increase in the Commitments or the making of Additional Term Loans must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. Such increases may be increases in Revolving Commitments or the making of Additional Term Loans or a combination thereof. Effecting any increase of the Revolving Commitments or the making of Additional Term Loans under this Section is subject to the following conditions precedent: : (ix) no Default or Event of Unmatured Default has occurred, is then continuing or shall have occurred and be continuing in existence on the effective date on which of such Aggregate increase of Revolving Committed Amount increase is to become effective; Commitments or making of Additional Term Loans, (iiy) the representations and warranties set forth (subject in Section 5 of this Credit Agreement all cases to all materiality qualifiers and other exceptions in such representations and warranties) contained in Article V shall be true and correct as of the effective date of such increase, except to the extent any such representation or warranty is stated to relate solely to an earlier date (in all material respects which case such representation or warranty shall have been true and correct on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date); ) and except for changes in factual circumstances not prohibited under the Loan Documents, and (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (Az) the Administrative Agent shall have received an Amendment Regarding Increase by the Borrower, the Administrative Agent and accepted the new lender or existing Lender providing such increase of Revolving Commitments or Additional Term Loans, a corresponding amount copy of which shall be forwarded to each Lender by the Administrative Agent promptly after execution thereof and all documentation and opinions as the Administrative Agent may reasonably request, in form and substance reasonably satisfactory to the Administrative Agent. In no event will any existing Lender be obligated to provide any portion of any such increase of Revolving Commitments or making of Additional Commitment(sTerm Loans unless such Lender shall specifically agree in writing to provide such increase of Revolving Commitments or making of Additional Term Loans at such time. On the effective date of any such increase of Revolving Commitments or making of Additional Term Loans, Borrower shall pay to the institutions arranging such increases such fees as may be agreed to by such institutions and the Borrower and to each new lender or then-current Lender providing such increase of Revolving Commitments or making Additional Term Loans the up-front fee agreed to between Borrower and such party. In addition, the Parent and the Subsidiary Guarantors, if any, shall execute a consent to such increase of Revolving Commitments or making of Additional Term Loans ratifying and continuing their obligations under the Springing Guaranty and the Subsidiary Guaranty, respectively. If a Person becomes a new Lender having a Revolving Commitment under this Agreement, or if any existing Revolving Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Revolving Lender hereunder (or in the case of an existing Revolving Lender, increases its Revolving Commitment) pursuant (and as a condition thereto) purchase from the other Revolving Lenders its Revolving Percentage (determined with respect to a commitment letter(sthe Revolving Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) acceptable of any outstanding Revolving Loans, by making available to the Administrative Agent from one or more Lenders acceptable for the account of such other Revolving Lenders, in same day funds, an amount equal to (A) the Administrative Agent andportion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and plus (B) each such Lender has executed an agreement in the form aggregate amount of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein payments previously made by the Administrative Agent andother Revolving Lenders under Section 2A.6(b) that have not been repaid, with respect plus (C) interest accrued and unpaid to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment and as of such Lenderdate on such portion of the outstanding principal amount of such Revolving Loans. The Lenders agree to cooperate in any required sale and purchase of outstanding Revolving Advances to achieve such result. In no event shall the aggregate Commitments and Term Loans exceed $1,600,000,0002,000,000,000 without the approval of all Lenders which are not then Defaultingthe Required Lenders.

Increase in Commitments. (a) The Borrower shall have the right upon at least fifteen (15) Business Days' prior Borrowers may, by written notice to the Administrative Agent to increase executed by the Aggregate Revolving Committed Amount by up to $25,000,000, in a single increase, at any time on Borrowers and one or after the Closing Date, subject, however, in more banks or other financial institutions (any such casebank or other financial institution referred to in this clause (a) being called an "Augmenting Lender"), to satisfaction which may include any Lender, cause the Commitments of the following conditions precedent: Augmenting Lenders to be increased (or cause Commitments to be extended by the Augmenting Lenders, as the case may be) in an amount for each Augmenting Lender set forth in such notice and an aggregate amount not less than $50,000,000, provided, that the total Commitments shall in no event be increased to an amount greater than $450,000,000; provided further, that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and its status as a Lender hereunder. Increases and new Commitments created pursuant to this clause (a) shall become effective on the date specified in the notice delivered pursuant to this paragraph. Each existing Lender whose Commitment is not increased pursuant to this Section 2.23 is hereby referred to as a "Non-Increasing Lender". Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) shall become effective under this paragraph unless, (i) no Default or Event of Default shall have occurred and be continuing on the date on which of such Aggregate Revolving Committed Amount increase is to become effective; (ii) increase, the representations and warranties conditions set forth in paragraphs (b) and (c) of Section 5 of this Credit Agreement 4.01 shall be true satisfied (with all references in such paragraphs to a Credit Event being deemed to be references to such increase) and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date); (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees received a certificate to that effect dated such date and expenses required executed by separate agreement a Financial Officer of the Borrower Borrower, and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (Aii) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered on the Closing Date under clauses (a) and accepted a corresponding amount (c) of Additional Commitment(s) pursuant to a commitment letter(s) acceptable Section 4.02 as to the Administrative Agent from one or more Lenders acceptable to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to corporate power and authority of the Borrower and (B) each to borrow hereunder after giving effect to such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such Lenderincrease.

Increase in Commitments. The Borrower shall have the right exercisable 5 times, upon at least fifteen (15) 10 Business Days' prior written ’ notice to the Administrative Agent and the Lenders, to increase request (i) increases in the Aggregate Revolving Committed Amount Commitments or (ii) the making of additional Term Loans (the “Additional Term Loans”) by up to $25,000,000, in 750,000,000 to a single increase, at any time on maximum aggregate amount not to exceed $1,600,000,000 (reduced to the extent Borrower has terminated or after reduced the Closing Date, subject, however, in Revolving Commitments) by either adding new lenders as Lenders (subject to the Administrative Agent’s prior written approval of the identity of any such casenew lender if it is not an Eligible Assignee) or obtaining the agreement, which shall be at such Lender’s or Lenders’ sole discretion, of one or more of the then current Lenders to satisfaction increase its or their Revolving Commitments or to make Additional Term Loans. Each such increase in the Commitments or the making of Additional Term Loans must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. Such increases may be increases in Revolving Commitments or the making of Additional Term Loans or a combination thereof. Effecting any increase of the Revolving Commitments or the making of Additional Term Loans under this Section is subject to the following conditions precedent: : (ix) no Default or Event of Unmatured Default has occurred, is then continuing or shall have occurred and be continuing in existence on the effective date on which of such Aggregate increase of Revolving Committed Amount increase is to become effective; Commitments or making of Additional Term Loans, (iiy) the representations and warranties set forth (subject in Section 5 of this Credit Agreement all cases to all materiality qualifiers and other exceptions in such representations and warranties) contained in Article V shall be true and correct as of the effective date of such increase, except to the extent any such representation or warranty is stated to relate solely to an earlier date (in all material respects which case such representation or warranty shall have been true and correct on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date); ) and except for changes in factual circumstances not prohibited under the Loan Documents, and (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (Az) the Administrative Agent shall have received an Amendment Regarding Increase by the Borrower, the Administrative Agent and accepted the new lender or existing Lender providing such increase of Revolving Commitments or Additional Term Loans, a corresponding amount copy of which shall be forwarded to each Lender by the Administrative Agent promptly after execution thereof and all documentation and opinions as the Administrative Agent may reasonably request, in form and substance satisfactory to the Administrative Agent. In no event will any existing Lender be obligated to provide any portion of any such increase of Revolving Commitments or making of Additional Commitment(sTerm Loans unless such Lender shall specifically agree in writing to provide such increase of Revolving Commitments or making of Additional Term Loans at such time. On the effective date of any such increase of Revolving Commitments or making of Additional Term Loans, Borrower shall pay to the institutions arranging such increases such fees as may be agreed to by such institutions and the Borrower and to each new lender or then-current Lender providing such increase of Revolving Commitments or making Additional Term Loans the up-front fee agreed to between Borrower and such party. In addition, the Subsidiary Guarantors, if any, shall execute a consent to such increase of Revolving Commitments or making of Additional Term Loans ratifying and continuing their obligations under the Subsidiary Guaranty. If a Person becomes a new Lender having a Revolving Commitment under this Agreement, or if any existing Revolving Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Revolving Lender hereunder (or in the case of an existing Revolving Lender, increases its Revolving Commitment) pursuant (and as a condition thereto) purchase from the other Revolving Lenders its Revolving Percentage (determined with respect to a commitment letter(sthe Revolving Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) acceptable of any outstanding Revolving Loans, by making available to the Administrative Agent from one or more Lenders acceptable for the account of such other Revolving Lenders, in same day funds, an amount equal to (A) the Administrative Agent andportion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and plus (B) each such Lender has executed an agreement in the form aggregate amount of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein payments previously made by the Administrative Agent andother Revolving Lenders under Section 2A.6(b) that have not been repaid, with respect plus (C) interest accrued and unpaid to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment and as of such Lenderdate on such portion of the outstanding principal amount of such Revolving Loans. The Lenders agree to cooperate in any required sale and purchase of outstanding Revolving Advances to achieve such result. In no event shall the aggregate Commitments and Term Loans exceed $1,600,000,000 without the approval of all Lenders which are not then Defaulting Lenders.

Increase in Commitments. The (a) After the Restatement Date, the Borrower shall have the right may, upon at least fifteen thirty (1530) Business Days' prior written days’ notice to the Administrative Agent (which shall promptly provide a copy of such notice to the Lenders), propose to increase the Aggregate Revolving Committed Amount by up amount of the Commitments in an aggregate minimum amount of $25,000,000 and an aggregate maximum amount for all increases pursuant to this Section 2.13 not to exceed $25,000,000, in a single 400,000,000 (the amount of any such increase, at any time the “Increased Commitments”; provided that for the avoidance of doubt, upon the utilization by the Borrower of an increase pursuant to this Section 2.13 on or the Amendment No. 2 Effective Date (in the aggregate principal amount of $400,000,000) the aggregate amount available to be further increased under this Section 2.13 after the Closing Date, subject, however, in any such case, to satisfaction of the following conditions precedent: Amendment No. 2 Effective Date shall be $0.00) provided that (i) no Default or Event of Default the Administrative Agent shall have occurred and be continuing on received a certificate signed by a Designated Officer dated as of the date on which of such Aggregate Revolving Committed Amount increase is (the “Increase Effective Date”) in form and substance satisfactory to become effective; the Administrative Agent stating that (iix) the representations and warranties set forth contained in Section 5 of this Credit Agreement shall be Article V are true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (date, except to the extent they expressly relate that such representations and warranties specifically refer to an earlier date); (iii) on or before the date on , in which case they are true and correct in all material respects as of such Aggregate Revolving Committed Amount increase is to become effectiveearlier date, and except that for purposes of this Section 2.13, the Administrative Agent representations and warranties contained in Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b) of Section 6.01 and the representations and warranties contained in Section 5.06 shall be deemed to refer to the most recent financial statements furnished pursuant to subsection (b) of Section 6.01 and (y) no Default has occurred and is continuing and (ii)(x) upon the reasonable request of any Lender or Additional Lender providing the Increased Commitments, made at least five days prior to the Increase Effective Date, the Borrower shall have receivedprovided to such Lender or Additional Lender, for its own accountas applicable, and such Lender or Additional Lender, as applicable, shall be reasonably satisfied with, the mutually acceptable fees documentation and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid other information so requested in connection with such increase;applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least two days prior to the Increase Effective Date and (y) at least two days prior to the Increase Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, then the Borrower shall have delivered, to each Lender that so requests a Beneficial Ownership Certification. (ivb) such Aggregate Revolving Committed Amount increase shall be The Borrower may offer the Increased Commitments to: (i) any Lender party to this Agreement; provided, that any Lender offered an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Increased Commitment increase shall be effective on such date only to the extent that, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(sno obligation to accept such Increased Commitment; or (ii) pursuant to a commitment letter(s) any other Eligible Assignee acceptable to the Administrative Agent from one and which agrees to become a party to this Agreement (an “Additional Lender”); provided that the Commitment of each such Lender or more Additional Lender equals or exceeds $10,000,000. The sum of (1) the aggregate amount of Commitment increases of any existing Lenders acceptable pursuant to this subsection (b) plus (2) the aggregate amount of any Commitments of Additional Lenders shall not in the aggregate exceed the total amount of the Increased Commitments. (c) An increase in the aggregate amount of the Commitments pursuant to this Section 2.13 shall become effective upon the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, signed by the Borrower, by each Additional Lender and by each other Lender whose Commitment is to be increased, setting forth the new Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Additional Commitment Increased Commitments and such opinions of such Lendercounsel for the Borrower with respect to the Increased Commitments as the Administrative Agent may reasonably request.

Increase in Commitments. The Subject to Section 8.12(d), the Borrower shall have the right upon at least fifteen right, on thirty (1530) Business Dayscalendar days' prior written notice to the Administrative Agent to increase the Aggregate Revolving Committed Amount by up to $25,000,000Agent, in a single increase, at any time on or after the Closing Date, subject, however, in any such case, to satisfaction of the following conditions precedent: (i) so long as no Default or Event of Default shall have occurred and be continuing (or would result therefrom), with the consent of the Required Lenders to increase the total amount of the Aggregate Commitments hereunder by (a) first, accepting the offer of any existing Lender or Lenders to increase its (or their) Commitment (or Commitments) up to the amount of any such increase (which increase shall be offered first to the Administrative Agent, then (to the extent any such increase is not fully underwritten by the Administrative Agent) to the existing other Lenders); and/or (b) second, accepting the offer or offers of any Person or Persons (not then a Lender) constituting an Eligible Assignee to become a new Lender hereto with a Commitment or Commitments up to the amount (or aggregate amount) of any such increase to the extent any such increase is not fully underwritten by the Administrative Agent or existing Lenders; provided, that (i) in no event shall any Lender's Commitment be increased without the consent of such Lender, (ii) if any Loans are outstanding hereunder on the date on which that any such Aggregate Revolving Committed Amount increase is to become effective; (ii) the representations and warranties set forth in Section 5 of this Credit Agreement shall be true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date); (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, make such transfers of funds as are necessary in order that the mutually acceptable fees and expenses required by separate agreement outstanding balance of such Loans reflect the Commitment Percentages of the Borrower Lenders after giving effect to any increase pursuant to this Section 2.8, (iii) each such increase shall be in minimum amounts of at least Five Million Dollars ($5,000,000) and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than shall any such increase result in the amount of the Aggregate Commitment exceeding $5,000,000; and (v) such requested Aggregate Revolving Commitment 200,000,000. Any increase shall be effective on such date only to the extent that, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) Aggregate Commitment pursuant to clause (a) of the first sentence of this Section 2.8 shall become effective upon the execution of a commitment letter(s) acceptable to the Administrative Agent from one or more Lenders acceptable to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement Commitment Increase Supplement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement")Exhibit I-1 hereto, accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, executed by the Borrower, with respect the Administrative Agent and the increasing Lender or Lenders and any increase to the Additional Aggregate Commitment pursuant to clause (b) of the first sentence of this Section 2.8 shall become effective upon the execution of a New Lender Supplement in the form of Exhibit I-2 hereto by the Borrower, the Administrative Agent and relevant new Lender or Lenders. The Administrative Agent shall forward copies of any such Lendersupplement to the Lenders promptly upon receipt thereof.

Increase in Commitments. The Borrower shall have the right exercisable 5 times, upon at least fifteen (15) 10 Business Days' prior written ’ notice to the Administrative Agent and the Lenders, to increase request (i) increases in the Aggregate Revolving Committed Amount Commitments or (ii) the making of Term Loans (the “Additional Term Loans”) by up to $25,000,000, in 300,000,000 to a single increase, at any time on maximum aggregate amount not to exceed $650,000,000 (reduced to the extent Borrower has terminated or after reduced the Closing Date, subject, however, in Revolving Commitments) by either adding new lenders as Lenders (subject to the Administrative Agent’s prior written approval of the identity of any such casenew lender if it is not an Eligible Assignee) or obtaining the agreement, which shall be at such Lender’s or Lenders’ sole discretion, of one or more of the then current Lenders to satisfaction increase its or their Revolving Commitments or to make Additional Term Loans. Each such increase in the Commitments or the making of Additional Term Loans must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. Such increases may be increases in Revolving Commitments or the making of Additional Term Loans or a combination thereof. Effecting any increase of the Revolving Commitments or the making of Additional Term Loans under this Section is subject to the following conditions precedent: : (ix) no Default or Event of Unmatured Default has occurred, is then continuing or shall have occurred and be continuing in existence on the effective date on which of such Aggregate increase of Revolving Committed Amount increase is to become effective; Commitments or making of Additional Term Loans, (iiy) the representations and warranties set forth (subject in Section 5 of this Credit Agreement all cases to all materiality qualifiers and other exceptions in such representations and warranties) contained in Article V shall be true and correct as of the effective date of such increase, except to the extent any such representation or warranty is stated to relate solely to an earlier date (in all material respects which case such representation or warranty shall have been true and correct on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date); ) and except for changes in factual circumstances not prohibited under the Loan Documents, and (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (Az) the Administrative Agent shall have received an Amendment Regarding Increase by the Borrower, the Guarantors, the Administrative Agent and accepted the new lender or existing Lender providing such increase of Revolving Commitments or Additional Term Loans, a corresponding amount copy of which shall be forwarded to each Lender by the Administrative Agent promptly after execution thereof and all documentation and opinions as the Administrative Agent may reasonably request, in form and substance satisfactory to the Administrative Agent. In no event will any existing Lender be obligated to provide any portion of any such increase of Revolving Commitments or making of Additional Commitment(sTerm Loans unless such Lender shall specifically agree in writing to provide such increase of Revolving Commitments or making of Additional Term Loans at such time. On the effective date of any such increase of Revolving Commitments or making of Additional Term Loans, Borrower shall pay to the institutions arranging such increases such fees as may be agreed to by such institutions and the Borrower and to each new lender or then-current Lender providing such increase of Revolving Commitments or making Additional Term Loans the up-front fee agreed to between Borrower and such party. In addition, the Guarantors, if any, shall execute a consent to such increase of Revolving Commitments or making of Additional Term Loans ratifying and continuing their obligations under the Guaranty. If a Person becomes a new Lender having a Revolving Commitment under this Agreement, or if any existing Revolving Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Revolving Lender hereunder (or in the case of an existing Revolving Lender, increases its Revolving Commitment) pursuant (and as a condition thereto) purchase from the other Revolving Lenders its Revolving Percentage (determined with respect to a commitment letter(sthe Revolving Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) acceptable of any outstanding Revolving Loans, by making available to the Administrative Agent from one or more Lenders acceptable for the account of such other Revolving Lenders, in same day funds, an amount equal to (A) the Administrative Agent andportion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and plus (B) each such Lender has executed an agreement in the form aggregate amount of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein payments previously made by the Administrative Agent andother Revolving Lenders under Section 2A.6(b) that have not been repaid, with respect plus (C) interest accrued and unpaid to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment and as of such Lenderdate on such portion of the outstanding principal amount of such Revolving Loans. The Lenders agree to cooperate in any required sale and purchase of outstanding Revolving Advances to achieve such result. In no event shall the aggregate Commitments and Term Loans exceed $650,000,000 without the approval of all Lenders which are not then Defaulting Lenders.

Increase in Commitments. The Borrower shall have the right exercisable 5 times, upon at least fifteen (15) 10 Business Days' prior written ’ notice to the Administrative Agent and the Lenders, to increase request (i) increases in the Aggregate Revolving Committed Amount Commitments or (ii) the making of additional Term Loans (the “Additional Term Loans”) by up to $25,000,000, in 500,000,000 to a single increase, at any time on maximum aggregate amount not to exceed $1,600,000,000 (reduced to the extent Borrower has terminated or after reduced the Closing Date, subject, however, in Revolving Commitments) by either adding new lenders as Lenders (subject to the Administrative Agent’s prior written approval of the identity of any such casenew lender if it is not an Eligible Assignee) or obtaining the agreement, which shall be at such Lender’s or Lenders’ sole discretion, of one or more of the then current Lenders to satisfaction increase its or their Revolving Commitments or to make Additional Term Loans. Each such increase in the Commitments or the making of Additional Term Loans must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. Such increases may be increases in Revolving Commitments or the making of Additional Term Loans or a combination thereof. Effecting any increase of the Revolving Commitments or the making of Additional Term Loans under this Section is subject to the following conditions precedent: : (ix) no Default or Event of Unmatured Default has occurred, is then continuing or shall have occurred and be continuing in existence on the effective date on which of such Aggregate increase of Revolving Committed Amount increase is to become effective; Commitments or making of Additional Term Loans, (iiy) the representations and warranties set forth (subject in Section 5 of this Credit Agreement all cases to all materiality qualifiers and other exceptions in such representations and warranties) contained in Article V shall be true and correct as of the effective date of such increase, except to the extent any such representation or warranty is stated to relate solely to an earlier date (in all material respects which case such representation or warranty shall have been true and correct on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date); ) and except for changes in factual circumstances not prohibited under the Loan Documents, and (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (Az) the Administrative Agent shall have received an Amendment Regarding Increase by the Borrower, the Administrative Agent and accepted the new lender or existing Lender providing such increase of Revolving Commitments or Additional Term Loans, a corresponding amount copy of which shall be forwarded to each Lender by the Administrative Agent promptly after execution thereof and all documentation and opinions as the Administrative Agent may reasonably request, in form and substance satisfactory to the Administrative Agent. In no event will any existing Lender be obligated to provide any portion of any such increase of Revolving Commitments or making of Additional Commitment(sTerm Loans unless such Lender shall specifically agree in writing to provide such increase of Revolving Commitments or making of Additional Term Loans at such time. On the effective date of any such increase of Revolving Commitments or making of Additional Term Loans, Borrower shall pay to the institutions arranging such increases such fees as may be agreed to by such institutions and the Borrower and to each new lender or then-current Lender providing such increase of Revolving Commitments or making Additional Term Loans the up-front fee agreed to between Borrower and such party. In addition, the Subsidiary Guarantors, if any, shall execute a consent to such increase of Revolving Commitments or making of Additional Term Loans ratifying and continuing their obligations under the Subsidiary Guaranty. If a Person becomes a new Lender having a Revolving Commitment under this Agreement, or if any existing Revolving Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Revolving Lender hereunder (or in the case of an existing Revolving Lender, increases its Revolving Commitment) pursuant (and as a condition thereto) purchase from the other Revolving Lenders its Revolving Percentage (determined with respect to a commitment letter(sthe Revolving Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) acceptable of any outstanding Revolving Loans, by making available to the Administrative Agent from one or more Lenders acceptable for the account of such other Revolving Lenders, in same day funds, an amount equal to (A) the Administrative Agent andportion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and plus (B) each such Lender has executed an agreement in the form aggregate amount of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein payments previously made by the Administrative Agent andother Revolving Lenders under Section 2A.6(b) that have not been repaid, with respect plus (C) interest accrued and unpaid to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment and as of such Lenderdate on such portion of the outstanding principal amount of such Revolving Loans. The Lenders agree to cooperate in any required sale and purchase of outstanding Revolving Advances to achieve such result. In no event shall the aggregate Commitments and Term Loans exceed $1,600,000,000 without the approval of all Lenders which are not then Defaulting Lenders.

Increase in Commitments. The Borrower shall have the right upon at least fifteen (15a) Business Days' prior written Upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may request: additional Term Commitments and/or additional Revolving Credit Commitments (each, a “Commitment Increase”) pursuant to increase the Aggregate Revolving Committed Amount by up any Commitment Increase and Joinder Agreement; provided that after giving effect to $25,000,000, in a single increase, at any time on or after the Closing Date, subject, however, in any such caseaddition, the aggregate amount of all additional Term Commitments and additional Revolving Credit Commitments that have been added pursuant to satisfaction this Section 2.16(a) shall not exceed the sum of the following conditions precedent: (i) no Default or Event of Default shall have occurred and be continuing on after the date on which such Aggregate Revolving Committed Amount increase is to become effective; Second Amendment Effective Date, $375,000,000, (ii) the representations and warranties set forth in Section 5 of this Credit Agreement shall be true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date); (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (A) in the Administrative Agent shall have received and accepted a corresponding case of any Commitment Increase that effectively extends the maturity of any Tranche of the existing Term Loans or Revolving Credit Facility, an amount of Additional Commitment(s) pursuant equal to a commitment letter(s) acceptable to the Administrative Agent from one such Term Loan or more Lenders acceptable to the Administrative Agent and, Revolving Credit Facility replaced with respect to any Lender that is not at such time a Lender hereunder, to the Borrower Commitment Increase and (B) each such Lender has executed an agreement in the form case of Schedule 3.4(c) hereto (each such agreement a "New any Commitment Agreement"Increase that effectively replaces any Revolving Credit Commitment terminated under Section 3.09 or Section 11.01(f), accepted an amount equal to the portion of the relevant terminated Revolving Credit Commitments, (iii) the amount of any voluntary prepayments of the Term Loans or any permanent reduction of the Revolving Credit Commitments (to the extent not financed with the proceeds of long-term Indebtedness) and (iv) , (iv) an amount not in writing therein excess of an amount such that, after giving effect to the relevant Commitment Increase (A) if such Commitment Increase is secured by a Lien on the Administrative Agent and, with respect to any Lender Collateral that is pari passu with the Lien securing the Facilities, the First Lien Leverage Ratio does not at such time a Lender hereunderexceed 3.50:1.00, by the Borrower, with respect to the Additional Commitment of such Lender.or

Increase in Commitments. The Borrower shall have the right upon at least fifteen On no more than two dates (15each, an "Increased Commitment Date") Business Days' prior written notice to the Administrative Agent to increase the Aggregate Revolving Committed Amount by up to $25,000,000, in a single increase, at any time occurring on or after before the Closing second anniversary of the Effective Date, subject, however, in any such case, to satisfaction of the following conditions precedent: (i) and so long as no Default or Event of Default shall have occurred and be continuing both before and after giving effect to an increase in the Total Commitment described in this Section 2.10, the Total Commitment may, upon the request of the Company and subject to the terms and conditions of this Section 2.10, be increased either by one or more new banks establishing Commitments or by one or more then-existing Banks increasing their Commitments (such increase by either means, a "Total Commitment Increase"); PROVIDED, THAT, (i) the Company shall give a written notice (the "Increase Request Notice") to the Administrative Agent specifying the total amount of the increase being requested on such Increased Commitment Date (which, together with any previous increase pursuant to this Section 2.10, shall not be in excess of $500,000,000) and the date on which such Aggregate Revolving Committed Amount increase is terms and conditions that will be applicable thereto, whether the same or different than the terms and conditions applicable to become effective; then-existing Commitments and Loans made thereunder, (ii) the representations and warranties set forth in Section 5 of this Credit Agreement shall be true and correct in all material respects on and as promptly after receipt of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date); (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effectiveIncrease Request Notice, the Administrative Agent shall notify each Bank of the contents thereof, (iii) each Bank shall (within the time frame to be agreed upon by the Administrative Agent and the Company) notify the Administrative Agent in writing of its willingness, if any, to accept a participation in the requested increase on the terms specified by the Company and the maximum amount, if any, of the requested Total Commitment Increase in which it is willing to participate (with any Bank so accepting, an "Accepting Bank"), (iv) upon receipt of each response from the Banks (with any Bank failing to so respond within the time specified being deemed to have received, for its own accountdeclined to accept any participation in the requested increase), the mutually acceptable fees Administrative Agent shall notify the Company thereof and expenses required by separate agreement such Total Commitment Increase shall be allocated, at the discretion of the Borrower Administrative Agent after consultation with the Company, to each Accepting Bank and to one or more new lenders (each, a "New Bank", and with the Accepting Banks, the "Additional Banks"), as designated by the Company with the consent of the Administrative Agent and (v) except to the extent that the final sentence of this Section 2.10 is applicable, upon the Increased Commitment Date, each Accepting Bank's Commitment shall be increased in accordance with the foregoing, each New Bank shall be deemed a Bank for all purposes hereof with a Commitment established in accordance with the foregoing and the Commitment Percentage of all Banks, including the Accepting Banks and New Banks, shall automatically be deemed adjusted to reflect the new Commitment levels of each Bank. The loans incurred by the Company pursuant to the Total Commitment Increase shall bear interest at market rates of interest as agreed by the Company, the Additional Banks and the Administrative Agent and shall have a final maturity no earlier than the Commitment Termination Date. Notwithstanding the foregoing, at the option of the Company, the Additional Banks and the Administrative Agent, the Total Commitment Increase, and the Commitments and Loans to be paid in connection with such increase; established and made thereunder, may be structured as a separate tranche of commitments and loans under this Agreement (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that"INCREMENTAL TRANCHE"), on or before such datewhereupon the Banks agree that the Company, (A) the Administrative Agent shall have received and accepted a corresponding amount the Additional Banks may enter into an amendment to this Agreement without the consent of Additional Commitment(s) pursuant to a commitment letter(s) acceptable any other Bank to the Administrative Agent from one or more Lenders acceptable extent, but solely to the Administrative Agent andextent, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein reasonably deemed necessary by the Administrative Agent andto establish the terms and conditions relating to the interest rate, fee pricing, term, repayment and prepayment provisions with respect to such Incremental Tranche under this Agreement, PROVIDED, THAT, in any Lender that is event such Incremental Tranche shall not at such time have a Lender hereunder, by final maturity earlier than the Borrower, with respect Commitment Termination Date and shall not have any required amortization prior to the Additional Commitment Termination Date in effect immediately prior to the Increased Commitment Date unless the average weighted life to maturity of such LenderIncremental Tranche is equal to or greater than the average weighted life to maturity of the Loans immediately prior to the Increased Commitment Date.

Increase in Commitments. (a) The Borrower shall have the right upon at least fifteen (15) Business Days' prior written notice in consultation with the Administrative Agent), without the consent of any of the Lenders, to cause from time to time an increase in the Aggregate Commitments by adding to this Agreement one or more additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel or by allowing one or more Lenders to increase the Aggregate Revolving Committed Amount by up to $25,000,000their respective Commitments, in a single increase, at any time on or after the Closing Date, subjectprovided, however, in any such case, to satisfaction of the following conditions precedent: (i) no Default or Event of Default shall have occurred exist, (ii) no such increase shall result in the Aggregate Commitments exceeding $1,000,000,000, (iii) no such increase shall be in an amount less than $50,000,000, and (iv) no Lender’s Commitment shall be continuing on the date on which increased without such Aggregate Revolving Committed Amount increase is to become effective;Lender’s consent. (b) If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying that any such increase has been authorized by such Loan Party, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties set forth contained in Section 5 of this Credit Agreement shall be Article 6 and the other Loan Documents made by it are true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (Increase Effective Date, except to the extent they expressly relate that such representations and warranties specifically refer to an earlier date); (iii) on or before the date on , in which case they are true and correct in all material respects as of such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such earlier date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable to the Administrative Agent from one or more Lenders acceptable to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such Lender.

Increase in Commitments. (a) The Borrower Company shall have the right upon at any time (provided, that such right may not be exercised by the Company more than twice after the Closing Date, and each such exercised increase shall be in an amount not less than $25,000,000) to increase the Total Commitment hereunder by an aggregate amount, for all exercises pursuant to this Section 2.05, which is less than or equal to $100,000,000 by (i) requesting (which request may be agreed to or declined by such Lender in its sole discretion) that one or more Lenders increase its respective Revolving Credit Commitment or (ii) adding to this Agreement one or more financial institutions as a Lender; provided, however, that each such financial institution shall be approved by the Company and the Administrative Agent (which approval shall not be unreasonably withheld). For the avoidance of doubt, if the Company’s request pursuant to clause (i) above is declined by such Lender, such request shall not be considered an exercise of the Company’s right for purposes of the first proviso in the preceding sentence. An increase in the Total Commitment shall be effectuated pursuant to an agreement with an Increasing Lender or Additional Lender, as applicable, in form and substance satisfactory to the Company and the Administrative Agent pursuant to which (x) in the case of an Additional Lender, such Additional Lender shall undertake a Revolving Credit Commitment, which Revolving Credit Commitment shall be in an amount at least equal to $10,000,000 or an integral multiple of $500,000 in excess thereof, (y) in the case of an Increasing Lender, such Increasing Lender shall increase its Revolving Credit Commitment, which increase in its Revolving Credit Commitment shall be at least equal to $1,000,000 or an integral multiple of $500,000 in excess thereof, and (z) in the case of any Additional Lender, such Additional Lender shall agree to be bound as a Lender under the terms and conditions of this Agreement and the other Loan Documents. Upon the effectiveness of any such agreement and its acknowledgement by the Company and the Administrative Agent (the date of any such effectiveness and acknowledgement, an “Increased Commitment Date”), such Additional Lender shall thereupon become a “Lender” for all purposes of this Agreement with a Revolving Credit Commitment in the amount set forth in such agreement or, as applicable, the Revolving Credit Commitment of such Increasing Lender shall be increased in the amount set forth in such agreement, and this Agreement (including the signature page of such Increasing Lender) shall be deemed amended to the extent, but only to the extent, necessary to reflect the addition of such Additional Lender or the increased Revolving Credit Commitment of such Increasing Lender, the resulting adjustment of the Revolving Credit Commitments arising therefrom and the adjustments described in Section 2.05(d) hereof. (b) Any increase in the Total Commitment pursuant to Section 2.05(a) hereof shall not be effective unless: (i) the Company shall have given the Administrative Agent notice (which notice shall be promptly forwarded by the Administrative Agent to each Lender) of such desired increase at least fifteen (15) Business Days' prior written notice to Days (or such shorter period as the Administrative Agent may agree to increase in the Aggregate Revolving Committed Amount by up given instance) prior to $25,000,000, in a single increase, at any time on or after the Closing Date, subject, however, in any such case, to satisfaction of the following conditions precedent:proposed Increased Commitment Date; (iii) no Default or Event of Default shall have occurred and be continuing as of the date of the notice referred to in the foregoing clause (i) or on the date on which such Aggregate Revolving Committed Amount increase is to become effective;Increased Commitment Date; and (iiiii) the representations and warranties set forth of the Company in Section 5 of this Credit Agreement Article IV hereof shall be true and correct in all material respects on and as of the date of the notice referred to in clause (i) and on which and as of the applicable Increased Commitment Date with the same effect as if made on and as of such Aggregate Revolving Committed Amount increase is to become effective notice date or Increased Commitment Date (except to the extent they such representations and warranties expressly relate refer to an earlier date, in which case they shall be true and correct as of such earlier date);. Each notice given by the Company pursuant to Section 2.05(b)(i) hereof shall constitute a representation and warranty by the Company hereunder, as of the date of each such notice and as of each Increased Commitment Date, and after giving effect to the increase in the Total Commitment effective thereon, that the conditions in this Section 2.05(b) are satisfied. (iiic) Effective on each Increased Commitment Date, (i) the amount of each Lender’s risk participation in all outstanding Letters of Credit shall be deemed to be automatically increased or before decreased, as applicable, to reflect any changes in such Lender’s Commitment Proportion after giving effect to the date increase in the Total Commitment effective thereon, and (ii) the amount of the Revolving Credit Loans then outstanding and held by each Lender shall be adjusted to reflect any such changes in such Lender’s Commitment Proportion. Each Lender having Revolving Credit Loans then outstanding and whose Commitment Proportion has been decreased as a result of the increase in the Total Commitment shall be deemed to have assigned, without recourse, such portion of such Revolving Credit Loans as shall be necessary to effectuate such adjustment to the Additional Lenders and Increasing Lenders (and each such assignment shall be deemed a prepayment for purposes of Section 3.08 hereof). Each Additional Lender and Increasing Lender shall (x) be deemed to have assumed such portion of such Revolving Credit Loans and (y) fund on which the Increased Commitment Date, such Aggregate assumed amounts to the Agent for the account of the assigning Lender in accordance with the provisions hereof. (d) The Administrative Agent shall promptly notify the Lenders and the Company of any increase in the Total Commitment under this Section 2.05 and of each Lender’s Commitment Proportion after giving effect to any such increase. (e) Upon the effectiveness of any increase in the Total Commitment in accordance with this Section 2.05, the Company agrees to execute Revolving Committed Amount Credit Notes in favor of each Additional Lender and each Increasing Lender upon the request of such Lender to evidence such Lender’s Revolving Credit Commitment after giving effect to such increase is to become effective, the Total Commitment and to execute such other documents as the Administrative Agent shall have receiveddeem necessary and appropriate to give effect to this Section 2.05; provided, for that any Increasing Lender who has requested a new Revolving Credit Note in an amount equal to its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate increased Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Credit Commitment increase shall be effective on such date only to the extent that, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant returned for cancellation any other Revolving Credit Notes previously issued to a commitment letter(s) acceptable to the Administrative Agent from one or more Lenders acceptable to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment it under this Agreement"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such Lender.

Increase in Commitments. (a) The Borrower shall have the right upon at least fifteen (15) Business Days' prior may, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders), request that the total Commitments be increased by an amount not less than $5,000,000 for any such increase; provided that after giving effect to any such increase the Aggregate Revolving Committed Amount by up to $25,000,000, in a single increase, at any time on or after the Closing Date, subject, however, in any such case, to satisfaction sum of the following conditions precedent: (i) no Default or Event of Default total Commitments shall not exceed $285,000,000 minus any amount by which the Commitments shall have occurred been reduced pursuant to Section 2.07. Such notice shall set forth the amount of the requested increase in the total Commitments and be continuing on the date on which such Aggregate Revolving Committed Amount increase is to become effective; (ii) the representations and warranties set forth in Section 5 of this Credit Agreement shall be true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is requested to become effective (except to the extent they expressly relate to an earlier date); (iii) on which shall be not less than 10 Business Days or before more than 60 days after the date on which of such Aggregate Revolving Committed Amount notice), and shall offer each Lender the opportunity to increase is its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower's notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an "Increasing Lender") or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or deemed to have declined being a "Non-Increasing Lender"). In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower may, by written notice to the Administrative Agent, request the Administrative Agent to arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause being called an "Augmenting Lender"), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and the Borrower, and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the total Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) On the effective date (the "Increase Effective Date") of any increase in the total Commitments pursuant to this Section 2.18 (the "Commitment Increase"), (i) the aggregate principal amount of the loans outstanding (the "Initial Loans") immediately prior to giving effect to the Commitment Increase on the Increase Effective Date shall be deemed to be paid paid, (ii) each Increasing Lender and each Augmenting Lender that shall have been a Lender prior to the Commitment Increase shall pay to the Administrative Agent in connection with same day funds an amount equal to the difference between (A) the product of (1) such increase; Lender's Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings (as hereinafter defined) and (B) the product of (1) such Lender's Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, (iii) each Augmenting Lender that shall not have been a Lender prior to the Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the product of (1) such Augmenting Lender's Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, and (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Non-Increasing Lender the portion of such Aggregate Revolving Committed Amount increase shall be an integral multiple funds that is equal to the difference between (A) the product of $5,000,000 (1) such Non-Increasing Lender's Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, and shall in no event be less than $5,000,000; and (B) the product of (1) such Non-Increasing Lender's Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, (v) such requested Aggregate Revolving after the effectiveness of the Commitment increase Increase, the Borrower shall be deemed to have made new Borrowings (the "Subsequent Borrowings") in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (vi) each Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and (vii) the Borrower shall pay each Increasing Lender and each Non-Increasing Lender any and all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.14 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs result. (c) Increases and new Commitments created pursuant to this Section 2.18 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above. (d) Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) or addition of a New Lender shall become effective under this Section unless, (i) on the date of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date only to and executed by a Financial Officer of the extent thatBorrower, on or before such date, and (Aii) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered on the Effective Date under clauses (b) and accepted a corresponding amount (c) of Additional Commitment(s) pursuant to a commitment letter(s) acceptable Section 4.01 as to the Administrative Agent from one or more Lenders acceptable to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to corporate power and authority of the Borrower and (B) each to borrow hereunder after giving effect to such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such Lenderincrease.

Increase in Commitments. The Borrower shall have the right upon at least fifteen (15) Business Days' prior written notice to the Administrative Agent to increase the Aggregate Revolving Committed Amount by up to $25,000,000, in a single increase, at any time on or after the Closing Date, subject, however, in any such case, to satisfaction of the following conditions precedent: (i) Increasing Lenders. Provided no Event of Default or Event of Potential Default shall have occurred and be continuing on the date on which such Aggregate Revolving Committed Amount increase is to become effective; (ii) the representations and warranties set forth in Section 5 of this Credit Agreement shall be true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date); (iii) on beyond any applicable grace or before the date on which such Aggregate Revolving Committed Amount increase is to become effectivecure period, the Administrative Agent shall have receivedBorrower may, for its own accountat any time after the Closing Date, request that the mutually acceptable fees and expenses required current Lenders increase their Commitments by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable providing written notice to the Administrative Agent from one or more (the “Requested Increase”). Each Lender shall have the right at any time within the fifteen (15) day period following receipt by the Agent of such written request to increase its Commitment by its Ratable Share of the Requested Increase (any current Lender which elects to increase its Commitment shall be referred to as an “Increasing Lender”). If Lenders acceptable elect to increase their Commitment within the 15-day period specified in the preceding sentence but such increases, in the aggregate, do not equal the Requested Increase, then the Administrative Agent andshall, with respect to any Lender that is not at immediately after the expiration of such time a Lender hereunderperiod, send written notice to the Borrower and (B) each Increasing Lenders. Each Increasing Lender shall have the right to increase its Commitment by all or any part of the balance of the Requested Increase. In the event there are two or more such Lender has executed an agreement in Increasing Lenders that choose to so increase their Commitment, the form balance of Schedule 3.4(c) hereto (each the Requested Increase shall be allocated to such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such LenderIncreasing Lenders pro rata based on their Ratable Share.

Increase in Commitments. The Borrower shall have the right (a) Provided there exists no Default, upon at least fifteen (15) Business Days' prior written notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request an increase in the Aggregate Revolving Committed Amount by up Commitments to an amount (for all such requests) not exceeding an aggregate additional $25,000,000, 80,000,000 of Commitments (in a single increase, at any time addition to the $220,000,000 of Aggregate Commitments on or after the Closing Date, subject, however, in any such case, to satisfaction of the following conditions precedent: date hereof); provided that (i) no Default or Event any such request for an increase shall be in a minimum amount of Default shall have occurred $5 million, and be continuing on the date on which such Aggregate Revolving Committed Amount increase is to become effective; (ii) the representations and warranties set forth in Section 5 Borrower may make a maximum of this Credit Agreement shall be true and correct in all material respects on and as four such requests. At the time of the date on which sending such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date); (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effectivenotice, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and (in consultation with the Administrative Agent Agent) shall also specify (A) the upfront fee, if any, to be paid to the Lenders which agree to provide the requested increase in connection with such increase; Commitments, and (ivB) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and the time period within which each Lender is requested to respond (which shall in no event be less than $5,000,000; and five (v5) Business Days from the date of delivery of such requested Aggregate Revolving Commitment increase shall be effective on such date only notice to the extent that, on or before such date, (A) Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have received declined to increase its Commitment. The Administrative Agent shall notify the Borrower and accepted a corresponding each Lender of the Lenders' responses to each request made hereunder. If following such time period the Lenders have not agreed to provide the full amount of Additional Commitment(sa requested increase, then the Borrower, at its option, may (i) rescind all or a portion of such request made to the existing Lenders under this Section 2.20 and instead invite one or more Eligible Assignees to become a Lender hereunder pursuant to a commitment letter(sJoinder Agreement; provided, however, that such Eligible Assignee or Eligible Assignees shall have agreed to provide the full amount of such requested increase (and shall not receive any upfront fees except as have been offered to the Lenders), (ii) acceptable accept the offers made by the existing Lenders or (iii) accept the offers made by the existing Lenders and also invite additional Eligible Assignees to become Lenders pursuant to a Joinder Agreement. (b) If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the "Increase Effective Date") and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent from one or more Lenders acceptable a certificate dated as of the Increase Effective Date (for further distribution to the Administrative Agent and, with respect to any Lender that is not at such time each Lender) signed by a Lender hereunder, to Responsible Officer of the Borrower and (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such Lender.certifying that,

Increase in Commitments. (a) The Borrower shall have the right upon at least fifteen (15) Business Days' Company may, from time to time on or prior written notice to April __, 2005, by means of a letter delivered to the Administrative Agent to increase substantially in the form of Exhibit I, request that the Aggregate Revolving Committed Amount by Commitments be increased to up to $25,000,000, in a single increase, at any time on or after the Closing Date, subject, however, in any such case, to satisfaction of the following conditions precedent: 300,000,000; provided that (i) no Default any such increase in the Aggregate Commitments shall be in a minimum amount of $5,000,000 and a higher integral multiple thereof and (ii) the aggregate amount of all such increases shall not exceed $50,000,000. (b) Any increase in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or Event more Lenders that have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an "Additional Lender") with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of Default shall have occurred and be continuing on (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such Aggregate Revolving Committed Amount increase is to become effective; and (ii) the representations and warranties set forth in Section 5 of this Credit Agreement shall be true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date); (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (A) the Administrative Agent shall have has received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable to the Administrative Agent from one or more Lenders acceptable to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement applicable increase letter in the form of Schedule 3.4(cAnnex 1 to Exhibit I (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit I (in the case of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by without the written consent of the Administrative Agent and(which consent shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Pro Rata Share of each Lender after giving effect thereto. The EXHIBIT 4.1 Company acknowledges that, in order to maintain Revolving Loans in accordance with respect to each Lender's Pro Rata Share, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any Lender that is not at such time a Lender hereunder, by the Borrower, with respect prepayment or conversion shall be without premium or penalty but subject to the Additional Commitment provisions of such LenderSection 3.4). (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. (a) The Borrower shall have the right upon at least fifteen (15) Business Days' prior written notice Company may, from time to time, by means of a letter delivered to the Administrative Agent to increase substantially in the form of Exhibit I, request that the Aggregate Revolving Committed Amount by up to $25,000,000, in a single increase, at any time on or after the Closing Date, subject, however, in any such case, to satisfaction of the following conditions precedent: Commitments be increased; provided that (i) no Default or Event of Default shall have occurred and be continuing on any such increase in the date on which such Aggregate Revolving Committed Amount increase is to become effective; (ii) the representations and warranties set forth in Section 5 of this Credit Agreement Commitments shall be true and correct in all material respects on and as the amount of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date); (iii) on $25,000,000 or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an a higher integral multiple of $5,000,000 and (ii) the aggregate amount of all such increases shall in no event be less than not exceed $5,000,000; and100,000,000. (vb) Any increase in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such requested increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Revolving Commitment increase Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on such date only which the Company has delivered to the extent thatAdministrative Agent a certified copy of resolutions of its board of directors, on or before in form and substance reasonably acceptable to the Administrative Agent, authorizing such date, increase and (Aii) the Administrative Agent shall have has received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable to the Administrative Agent from one or more Lenders acceptable to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement applicable increase letter in the form of Schedule 3.4(cAnnex 1 to Exhibit I (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit I (in the case of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (each such agreement a "New Commitment Agreement"which consents shall not be unreasonably withheld or delayed), accepted and no increase in writing therein by the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent andshall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Pro Rata Share of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with respect to each Lender’s Pro Rata Share, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any Lender that is not at such time a Lender hereunder, by the Borrower, with respect prepayment or conversion shall be without premium or penalty but subject to the Additional Commitment provisions of such LenderSection 3.4). (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. The Borrower shall have Subject to Section 8.18, the right upon at least fifteen (15) Business Days' prior written notice to Company may request that the Administrative Agent to increase the Aggregate Revolving Committed Amount by Combined Commitments hereunder be increased in an amount up to $25,000,00015,000,000 in the aggregate (such that the Combined Commitments hereunder shall be an amount not in excess of $245,000,000) by offering such increase to one or more banks or other financial institutions (each such bank or financial institution being hereinafter referred to as an "Additional Bank") selected by the Company and acceptable to the Arranger and the Agent. Notwithstanding anything herein to the contrary, the Company may further request that the Combined Commitments hereunder be further increased by an additional $10,000,000 in a single increasethe aggregate (such that the Combined Commitments hereunder shall be an amount not in excess of $255,000,000), at any time on or after so long as the Closing Date, subject, however, Company obtains the prior consent of the Agent and each of the Banks. Such increase in any such case, the Commitments shall also be subject to the satisfaction of the following conditions precedent: conditions: (ia) no Default or Event of Default shall have occurred and be continuing on the date on which each such Aggregate Revolving Committed Amount increase is to become effective; (ii) the representations and warranties set forth in Section 5 of this Credit Agreement shall be true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date); (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be at least $10,000,000 or such greater amount which is an integral multiple of $5,000,000 and shall in no event be less than $5,000,0001,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (Ab) the Administrative Agent shall have received an acknowledgment agreement providing for such increase in form and accepted substance satisfactory to it executed by the Company, the Agent, and the relevant Additional Bank, and (c) the Agent shall have received a corresponding amount Note duly executed by the Company in favor of the relevant Additional Commitment(s) pursuant Bank. Upon the satisfaction of such conditions, effective as of the date set forth above in such acknowledgment agreement, each such Additional Bank shall thereafter be a "Bank" party to this Agreement and shall be entitled to all rights, benefits and privileges afforded a commitment letter(s) acceptable Bank hereunder and subject to the Administrative Agent from one or more Lenders acceptable obligations of a Bank hereunder to the Administrative Agent andextent of its Commitment and Schedule 2.01 shall be deemed amended reflecting the increase in the aggregate Commitments caused by the inclusion of the Commitment of the Additional Bank. Concurrently with the effectiveness of such increase, each Additional Bank shall fund its percentage of the outstanding Loans and overdue reimbursement obligations with respect to any Lender that is not at such time a Lender hereunderLetters of Credit, if any, to the Borrower Agent so that after giving effect thereto each Bank, including the Additional Bank, holds a Pro Rata Share (in accordance with its Commitment percentage) of the outstanding Loans and (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative Agent and, credit risks with respect to Letters of Credit, and the Company shall pay to each Bank all amounts due under Section 4.04 hereof as a result of any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment prepayment of such Lenderany outstanding Offshore Rate Loan.

Increase in Commitments. The Borrower shall have the right upon may, at least fifteen (15) Business Days' its option, at any time or from time to time prior written notice to the Administrative Agent to Termination Date, increase the Aggregate Revolving Committed Amount Total Commitments by up to $25,000,000, in a single increase, at any time on 70,000,000 to an aggregate principal amount not to exceed $200,000,000 by requesting the existing Lenders or after the Closing Date, subject, however, in new lenders to commit to any such case, to satisfaction of the following conditions precedent: increase; provided that: (i) no Lender shall be required to commit to any such increase; (ii) no such increase shall become effective unless at the time thereof and after giving effect thereto (A) no Default or Event of Default shall have occurred and be continuing on continuing, (B) Parent is in compliance with the date on which such Aggregate Revolving Committed Amount increase is to become effective; financial covenants set forth in Section 7.1, (iiC) each of the representations and warranties set forth made by any Loan Party in Section 5 of this Credit Agreement or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except respects; provided that, to the extent they expressly relate any such representation and warranty is already qualified by materiality or reference to an earlier date); (iii) on or before the date on which Material Adverse Effect, such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase representation shall be an integral multiple of $5,000,000 true and shall correct in no event be less than $5,000,000; and all respects, and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (AD) the Administrative Agent shall have received a certificate from the Borrower to the effect of (A), (B) and accepted (C) of clause (ii); and (iii) no new lender shall become a corresponding amount of Additional Commitment(s) Lender pursuant to a commitment letter(sthis Section 2.21 unless such lender is an Eligible Assignee and the Administrative Agent shall have given its prior written consent, which consent shall not be unreasonably withheld. The Borrower shall be entitled to pay upfront or other fees to such lenders who extend credit pursuant to this Section 2.21 as the Borrower and such lenders may agree. Such increases in the Commitments shall become effective on the date (each such date, an “Increased Facility Closing Date”) acceptable specified in an activation notice delivered to the Administrative Agent from one or more Lenders acceptable no less than 10 Business Days prior to effective date of such notice specifying the Administrative Agent andamount of the increase and the effective date thereof. Each new lender that provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender Supplement (each, with respect to any a “New Lender that is not at such time a Lender hereunderSupplement”), to the Borrower and (B) each such Lender has executed an agreement substantially in the form of Schedule 3.4(c) Exhibit E, whereupon such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto (each such agreement a "New Commitment and shall be bound by and entitled to the benefits of this Agreement"), accepted in writing therein . Unless otherwise agreed by the Administrative Agent Agent, on each Increased Facility Closing Date, the Borrower shall borrow Revolving Loans under the relevant increased Commitments from each Lender participating in the relevant increase in an amount determined by reference to the amount of each Type of Loan (and, in the case of Eurodollar Loans, of each Eurodollar Tranche) which would then have been outstanding from such Lender if (x) each such Type or Eurodollar Tranche had been borrowed or effected on such Increased Facility Closing Date and (y) the aggregate amount of each such Type or Eurodollar Tranche requested to be so borrowed or effected had been proportionately increased, and, if applicable in connection with respect such increased Commitments, the Borrower shall pay all amounts due under Section 2.17. The Adjusted LIBO Rate applicable to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect Eurodollar Loan borrowed pursuant to the Additional Commitment preceding sentence shall equal the rate then applicable to the Eurodollar Loans of the other Lenders in the same Eurodollar Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between the Borrower and the relevant Lender).

Increase in Commitments. The Borrower shall have the right exercisable 5 times, upon at least fifteen (15) 10 Business Days' prior written ’ notice to the Administrative Agent and the Lenders, to increase request (i) increases in the Aggregate Revolving Committed Amount Commitments or (ii) the making of additional Term Loans (the “Additional Term Loans”) by up to $25,000,000, in 600,000,000 to a single increase, at any time on maximum aggregate amount not to exceed $2,000,000,000 (reduced to the extent Borrower has terminated or after reduced the Closing Date, subject, however, in Revolving Commitments) by either adding new lenders as Lenders (subject to the Administrative Agent’s prior written approval of the identity of any such casenew lender if it is not an Eligible Assignee) or obtaining the agreement, which shall be at such Lender’s or Lenders’ sole discretion, of one or more of the then current Lenders to satisfaction increase its or their Revolving Commitments or to make Additional Term Loans. Each such increase in the Commitments or the making of Additional Term Loans must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. Such increases may be increases in Revolving Commitments or the making of Additional Term Loans or a combination thereof. Effecting any increase of the Revolving Commitments or the making of Additional Term Loans under this Section is subject to the following conditions precedent: : (ix) no Default or Event of Unmatured Default has occurred, is then continuing or shall have occurred and be continuing in existence on the effective date on which of such Aggregate increase of Revolving Committed Amount increase is to become effective; Commitments or making of Additional Term Loans, (iiy) the representations and warranties set forth (subject in Section 5 of this Credit Agreement all cases to all materiality qualifiers and other exceptions in such representations and warranties) contained in Article V shall be true and correct as of the effective date of such increase, except to the extent any such representation or warranty is stated to relate solely to an earlier date (in all material respects which case such representation or warranty shall have been true and correct on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date); ) and except for changes in factual circumstances not prohibited under the Loan Documents, and (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (Az) the Administrative Agent shall have received an Amendment Regarding Increase by the Borrower, the Administrative Agent and accepted the new lender or existing Lender providing such increase of Revolving Commitments or Additional Term Loans, a corresponding amount copy of which shall be forwarded to each Lender by the Administrative Agent promptly after execution thereof and all documentation and opinions as the Administrative Agent may reasonably request, in form and substance reasonably satisfactory to the Administrative Agent. In no event will any existing Lender be obligated to provide any portion of any such increase of Revolving Commitments or making of Additional Commitment(sTerm Loans unless such Lender shall specifically agree in writing to provide such increase of Revolving Commitments or making of Additional Term Loans at such time. On the effective date of any such increase of Revolving Commitments or making of Additional Term Loans, Borrower shall pay to the institutions arranging such increases such fees as may be agreed to by such institutions and the Borrower and to each new lender or then-current Lender providing such increase of Revolving Commitments or making Additional Term Loans the up-front fee agreed to between Borrower and such party. In addition, the Parent and the Subsidiary Guarantors, if any, shall execute a consent to such increase of Revolving Commitments or making of Additional Term Loans ratifying and continuing their obligations under the Springing Guaranty and the Subsidiary Guaranty, respectively. If a Person becomes a new Lender having a Revolving Commitment under this Agreement, or if any existing Revolving Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Revolving Lender hereunder (or in the case of an existing Revolving Lender, increases its Revolving Commitment) pursuant (and as a condition thereto) purchase from the other Revolving Lenders its Revolving Percentage (determined with respect to a commitment letter(sthe Revolving Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) acceptable of any outstanding Revolving Loans, by making available to the Administrative Agent from one or more Lenders acceptable for the account of such other Revolving Lenders, in same day funds, an amount equal to (A) the Administrative Agent andportion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and plus (B) each such Lender has executed an agreement in the form aggregate amount of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein payments previously made by the Administrative Agent andother Revolving Lenders under Section 2A.6(b) that have not been repaid, with respect plus (C) interest accrued and unpaid to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment and as of such Lenderdate on such portion of the outstanding principal amount of such Revolving Loans. The Lenders agree to cooperate in any required sale and purchase of outstanding Revolving Advances to achieve such result. In no event shall the aggregate Commitments and Term Loans exceed $2,000,000,000 without the approval of the Required Lenders.

Increase in Commitments. The Borrower (a) So long as no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom, the Funds Administrator, on behalf of the Borrowers, shall have the right upon at least fifteen (15) Business Days' prior written notice any time, and from time to time, to request an increase of the Total Commitments in an aggregate principal amount not to exceed $25,000,000 during the term of this Agreement. Any such requested increase shall be first made to all existing Lenders on a pro rata basis. To the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Funds Administrator, the Administrative Agent to increase the Aggregate Revolving Committed Amount by up to $25,000,000Agent, in consultation with the Funds Administrator, may arrange for existing Lenders (and/or other Persons to become a single increaseLender hereunder) to issue new or additional commitments in an amount equal to the amount of the increase in the Total Commitments requested by the Funds Administrator and not accepted by the existing Lenders (each such increase by either means, at any time on a “Commitment Increase”, and each such Person issuing, or after the Closing DateLender increasing, subjectits Commitment, an “Additional Commitment Lender”); provided, however, in any such case, to satisfaction of the following conditions precedent: that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Funds Administrator, (ii) any Additional Commitment Lender which is not an existing Lender shall be an Eligible Assignee and shall be subject to the approval of the Administrative Agent and the Funds Administrator (each such consent not to be unreasonably withheld), (iii) each Commitment Increase shall be in a minimum aggregate amount of at least $5,000,000, (iv) no more than three Commitment Increases shall be permitted during the term of this Agreement, (v) no Unmatured Event of Default or Event of Default exists or would result therefrom, (vi) any such Commitment Increase shall have occurred rank pari passu in right of payment and be continuing on will benefit equally and ratably from the date on which such Aggregate Revolving Committed Amount increase is to become effective; (ii) Liens under the representations Security Documents and warranties set forth in Section 5 of this Credit Agreement shall be true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except subject to the extent they expressly relate to an earlier date); same terms and conditions as the existing Loans (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable to the Administrative Agent from one or more Lenders acceptable to the Administrative Agent and, including with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"pricing), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such Lender.

Increase in Commitments. The Borrower shall have the right upon may, at least fifteen (15) Business Days' its option, at any time or from time to time prior written notice to the Administrative Agent to Termination Date, increase the Aggregate Revolving Committed Amount Total Commitments by up to $25,000,000, in a single increase, at any time on 25,000,000 (the "Commitment Increase”) to an aggregate principal amount not to exceed $150,000,000 by requesting the existing Lenders or after the Closing Date, subject, however, in new lenders to commit to any such case, to satisfaction of the following conditions precedent: increase; provided that: (i) no Lender shall be required to commit to any such increase; (ii) no such increase shall become effective unless at the time thereof and after giving effect thereto (A) no Default or Event of Default shall have occurred and be continuing on the date on which such Aggregate Revolving Committed Amount increase is to become effective; continuing, (iiB) each of the representations and warranties set forth made by any Loan Party in Section 5 of this Credit Agreement or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except respects, provided, that, to the extent they expressly relate any such representation and warranty is already qualified by materiality or reference to an earlier date); (iii) on or before the date on which Material Adverse Effect, such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase representation shall be an integral multiple of $5,000,000 true and shall correct in no event be less than $5,000,000; and all respects, and (vC) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable certificate from Borrower to the Administrative Agent from one or more Lenders acceptable to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower effect of (A) and (B) of clause (ii); and (iii) no new lender shall become a Lender pursuant to this Section 2.21 unless such lender is an Eligible Assignee and Administrative Agent shall have given its prior written consent, which consent shall not be unreasonably withheld. Borrower shall be entitled to pay upfront or other fees to such lenders who extend credit pursuant to this Section 2.21 as Borrower and such lenders may agree. Such increases in the Commitments shall become effective on the date (each such date, an "Increased Facility Closing Date”) specified in an activation notice delivered to Administrative Agent no less than ten (10) Business Days prior to effective date of such notice specifying the amount of the increase and the effective date thereof. Each new lender that provides any part of any such increase in the Commitments (a "New Lender”) shall execute a New Lender has executed an agreement Supplement (each, a "New Lender Supplement”), substantially in the form of Schedule 3.4(cExhibit E, whereupon such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. Unless otherwise agreed by Administrative Agent, on each Increased Facility Closing Date, Borrower shall borrow Revolving Loans under the relevant increased Commitments from each Lender participating in the relevant increase in an amount determined by reference to the amount of each Type of Loan (and, in the case of Eurodollar Loans, of each Eurodollar Tranche) hereto which would then have been outstanding from such Lender if (x) each such agreement a "New Commitment Agreement")Type or Eurodollar Tranche had been borrowed or effected on such Increased Facility Closing Date and (y) the aggregate amount of each such Type or Eurodollar Tranche requested to be so borrowed or effected had been proportionately increased, accepted in writing therein by the Administrative Agent and, if applicable in connection with respect such increased Commitments, Borrower shall pay all amounts due under Section 2.17. The Eurodollar Base Rate applicable to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect Eurodollar Loan borrowed pursuant to the Additional Commitment preceding sentence shall equal the rate then applicable to the Eurodollar Loans of the other Lenders in the same Eurodollar Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between Borrower and the relevant Lender).

Increase in Commitments. The Borrower (a) From time to time on and after the Restatement Effective Date and prior to the Tranche 1 Termination Date so long as no Default or Event of Default shall have occurred and be continuing, the right Borrowers may, upon at least fifteen (15) Business Days30 days' prior written notice to the Administrative Agent (which shall promptly provide a copy of such notice to the Tranche 1 Lenders), propose to increase the Aggregate Revolving Committed Amount aggregate amount of the Tranche 1 Commitments by up an amount that (i) is not less than $25,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, with respect to any such request and (ii) when aggregated with all prior and concurrent increases in the Tranche 1 Commitments pursuant to this Section 2.20(a), is not in excess of $25,000,000100,000,000 plus the aggregate amount of unused Tranche 1 Commitments of Defaulting Lenders terminated in accordance with Section 2.22(d). The Borrowers may increase the aggregate amount of the Tranche 1 Commitments by (x) having one or more Eligible Assignees (each, an "Additional Tranche 1 Lender") become party to this Agreement, (y) agreeing with any Tranche 1 Lender (with the consent of such Lender in its sole discretion) to increase its Tranche 1 Commitment hereunder or (z) a combination of the procedures described in clauses (x) and (y) of this sentence; provided that the aggregate increase in the Commitments shall not exceed the increase proposed by the Borrowers. (b) From time to time on and after the Restatement Effective Date and prior to the Tranche 2 Termination Date so long as no Default or Event of Default shall have occurred and be continuing, the Borrowers may, upon at least 30 days' notice to the Administrative Agent (which shall promptly provide a copy of such notice to the Tranche 2 Lenders), propose to increase the aggregate amount of the Tranche 2 Commitments by an amount that (i) is not less than $25,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, with respect 8470562v6 24740.00061 to any such request and (ii) when aggregated with all prior and concurrent increases in the Tranche 2 Commitments pursuant to this Section 2.20(b), is not in excess of $200,000,000 plus the aggregate amount of unused Tranche 2 Commitments of Defaulting Lenders terminated in accordance with Section 2.22(d). The Borrowers may increase the aggregate amount of the Tranche 2 Commitments by (x) having one or more Eligible Assignees (each, an "Additional Tranche 2 Lender" and collectively with the Additional Tranche 1 Lenders, the "Additional Lenders") become party to this Agreement, (y) agreeing with any Tranche 2 Lender (with the consent of such Lender in its sole discretion) to increase its Tranche 2 Commitment hereunder or (z) a combination of the procedures described in clauses (x) and (y) of this sentence; provided that the aggregate increase in the Commitments shall not exceed the increase proposed by the Borrowers. (c) No increase in the Commitments pursuant to this Section 2.20 shall be effective unless (i) each of the representations and warranties contained in Article V and in the other Credit Documents shall be true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in a single which case such representation and warranty shall be true and correct in all respects) on and as of the date of such increase, at with the same effect as if made on and as of such date, both immediately before and after giving effect to such increase, except to the extent any time on such representation or after the Closing Date, subject, howeverwarranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (except to the extent any such caserepresentation and warranty is qualified by materiality or reference to Material Adverse Effect, to satisfaction in which case such representation and warranty shall be true and correct in all respects) as of the following conditions precedent: such date, and (iii) no Default or Event of Default shall have occurred and be continuing on the date on of such increase, both immediately before and after giving effect to such increase. (d) Upon any increase in the amount of the Tranche 1 Commitments or Tranche 2 Commitments, as the case may be, pursuant to this Section 2.20 (each, an "Additional Commitment"): (i) Each Additional Lender or existing Lender agreeing to increase its Commitments pursuant to this Section 2.20 (each, an "Increasing Lender") shall enter into a Joinder Agreement pursuant to which such Aggregate Revolving Committed Amount increase is Additional Lender and/or Increasing Lender shall, as of the effective date, undertake an Additional Commitment (or, in the case of an Increasing Lender, pursuant to which such Increasing Lender's Commitment shall be increased in the agreed amount on such date) and such Additional Lender shall thereupon become effective(or, if an Increasing Lender, continue to be) a "Lender" for all purposes hereof; (ii) The Borrowers shall in the representations event of an increase in the Tranche 1 Commitments, in coordination with the Administrative Agent, repay all outstanding Loans and warranties set forth incur additional Loans from other Tranche 1 Lenders in each case so that the Tranche 1 Lenders participate in each Borrowing pro rata on the basis of their respective Tranche 1 Commitments (after giving effect to any increase in the Tranche 1 Commitments pursuant to this Section 5 2.20) and amounts payable under Section 2.18 as 8470562v6 24740.00061 a result of the actions required to be taken under this Credit Agreement Section 2.20, shall be true and correct paid in all material respects on and as of full by the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date)Borrowers; (iii) on or before If any such Additional Lender is a Foreign Lender, such Additional Lender shall deliver the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses forms required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase;Section 2.17(d); and (iv) such Aggregate Revolving Committed Amount increase Any Additional Commitment shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only subject to the extent that, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount prior written approval of Additional Commitment(s) pursuant to a commitment letter(s) acceptable to the Administrative Agent from one or more Lenders acceptable to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such Fronting Lender.

Increase in Commitments. (a) The Borrower shall have the right upon at least fifteen (15) Business Days' prior may, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders), request that the total Commitments be increased by an amount not less than $10,000,000 for any such increase; provided that after giving effect to any such increase the sum of the total Commitments shall not exceed $650,000,000 minus any amount by which the Commitments shall have been reduced pursuant to Section 2.09. Such notice shall set forth the amount of the requested increase in the total Commitments and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days or more than 60 days after the date of such notice), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the Aggregate Revolving Committed Amount proposed increased amount. Each Lender shall, by up notice to $25,000,000, in a single increase, at any time on or the Borrower and the Administrative Agent given not more than 10 days after the Closing Datedate of the Borrower's notice, subjecteither agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an "Increasing Lender") or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or deemed to have declined being a "Non-Increasing Lender"). In the event that, howeveron the 10th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other financial institutions (any such casebank or other financial institution referred to in this clause (a) being called an "Augmenting Lender"), which may include any Lender, to satisfaction extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the following conditions precedent:Administrative Agent (which approval shall not be unreasonably withheld) and the Borrower and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the total Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for Augmenting Lenders. (b) On the effective date (the "Increase Effective Date") of any increase in the total Commitments pursuant to this Section 2.20 (the "Commitment Increase"), (i) the aggregate principal amount of the Loans outstanding (the "Initial Loans") immediately prior to giving effect to the Commitment Increase on the Increase Effective Date shall be deemed to be paid, (ii) each Increasing Lender and each Augmenting Lender that shall have been a Lender prior to the Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the difference between (A) the product of (1) such Lender's Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings (as hereinafter defined) and (B) the product of (1) such Lender's Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, (iii) each Augmenting Lender that shall not have been a 32 Lender prior to the Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of (1) such Augmenting Lender's Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, and (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Non-Increasing Lender the portion of such funds that is equal to the difference between (A) the product of (1) such Non-Increasing Lender's Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, and (B) the product of (1) such Non-Increasing Lender's Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, (v) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings (the "Subsequent Borrowings") in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (vi) each Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and (vii) the Borrower shall pay each Increasing Lender and each Non-Increasing Lender any and all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (i) above in respect of each Eurocurrency Loan shall be subject to the provisions of Section 2.16 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs result. (c) Increases and new Commitments created pursuant to this Section 2.20 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above. (d) Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) or addition of a New Lender shall become effective under this Section unless, (i) on the date of such increase, (A) the representations and warranties set forth in this Agreement shall be true and correct on and as of such date (unless expressly made as of another date, in which case such representations and warranties shall be true and correct on and as of such other date), (B) on such date and immediately after giving effect to such increase, no Default or Event of Default shall have occurred and be continuing on the date on which such Aggregate Revolving Committed Amount increase is to become effective; (ii) the representations and warranties set forth in Section 5 of this Credit Agreement shall be true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date); (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees received a certificate to that effect dated such date and expenses required executed by separate agreement a Financial Officer of the Borrower Borrower, and (C) the Administrative Agent Commitment of each Lender (without giving effect to be paid in connection with such increase; (ivany merger of Lenders after the date of this Agreement) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be is equal to or less than $5,000,000; and 20% of the total Commitments, and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (Aii) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered on the Effective Date under clauses (b) and accepted a corresponding (c) of Section 4.01 as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Effective Date already contemplate an increase in an amount at least equal to the amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable to such increase, stating that such documents remain in full force and effect on the Administrative Agent from one or more Lenders acceptable to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment date of such Lenderincrease and have not in anywise been annulled, modified, rescinded or revoked).

Increase in Commitments. The Borrower Company shall have the right upon at least fifteen (15) Business Days' prior written notice to the Administrative Agent to increase the Aggregate Revolving Committed Amount by up to $25,000,000right, in a single increase, at any time on or after the Closing Date, subject, however, in any such case, to satisfaction of the following conditions precedent: (i) so long as no Default or Event of Default shall have occurred and be continuing continuing, without the consent of any Lender (except as described in clause (i) below) but with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), at any time prior to the Maturity Date, to increase the total aggregate amount of the Commitments hereunder by (a) adding a lender or lenders hereto with a Commitment or Commitments of up to the amount (or aggregate amount) of such increase (which lender or lenders shall thereupon become "Lenders" hereunder) and/or (b) enabling any Lender or Lenders to increase its (or their) Commitment (or Commitments) up to the amount of any such increase; provided that: (i) in no event shall any Lender's Commitment be increased without the consent of such Lender, (ii) if any Revolving Loans are outstanding hereunder on the date on which that any such Aggregate Revolving Committed Amount increase is to become be effective; (ii) , the representations and warranties set forth in Section 5 principal amount of this Credit Agreement any such Revolving Loans shall be true and correct in all material respects on and as or prior to the effectiveness of such increase, at the option of the Borrowers, either (A) be repaid, together with accrued interest thereon and any costs incurred by any Lender in accordance with Section 2.14 (but all such Loans may, on the terms and conditions hereof, be reborrowed on the date on that any such increase becomes effective pro rata among all of the Lenders) or (B) be converted into Competitive Loans with the same terms (including, without limitation, interest rate) and maturity of such Revolving Loans, provided that the Competitive Loans into which such Aggregate Revolving Committed Amount increase is to become effective (except to Loans are converted shall constitute a utilization of the extent they expressly relate to an earlier date); Commitments, (iii) on or before the date on which any such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be in an integral multiple of $5,000,000 and shall 50,000,000, (iv) in no event be less than shall any increase result in the total aggregate amount of the Commitments exceeding $5,000,000; and 1,250,000,000, (v) such requested Aggregate Revolving no increase in Commitments contemplated by this Section 2.18 shall result in any one Lender having a Commitment increase shall be effective on such date only to in an amount which equals more than 20% of the extent that, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding aggregate amount of Additional Commitment(sthe Commitments hereunder, and (vi) no increase in Commitments shall occur within 12 months of a reduction in the Commitments pursuant to a commitment letter(s) acceptable to the Administrative Agent from one or more Lenders acceptable to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such LenderSection 2.07.

Increase in Commitments. The (a) Borrower shall have may from time to time (but no more often than once in every 12 months) request an increase in the right upon at least fifteen (15) Business Days' prior written notice to the Administrative Agent to increase the Aggregate Revolving Committed Amount by combined Commitments up to an aggregate of $25,000,000, 100,000,000 upon Requisite Notice to Administrative Agent. Such request shall include a certificate signed by a Responsible Officer stating that (i) the representations and warranties contained in a single increase, at any time SECTION 5 are true and correct on or after the Closing Date, subject, however, in any such case, to satisfaction and as of the following conditions precedent: date of such certificate, and (iii) no Default or Event of Default exists. Administrative Agent shall promptly notify each Lender of such request. Each Lender shall, within 15 Business days of such notice, notify Administrative Agent by Requisite Notice whether (x) it agrees to increase its Commitment by an amount less than or equal to its Pro Rata Share of such requested increase, or (y) it does not agree to any increase in its Commitment. Any Lender not responding within the above time period shall be deemed to have occurred elected not to increase its Commitment. Administrative Agent shall, after receiving the notifications from all of Lenders or the expiration of such period, whichever is earlier, notify Borrower and Lenders of the results thereof. (b) If any Lender declines, or is deemed to have declined, to participate in any such increase to the full extent of its Pro Rata Share thereof (a "DECLINING LENDER"), Borrower may request, through Administrative Agent, that one or more other Lenders, in their sole discretion, provide Commitment(s) equal to such shortfall, If any shortfall remains after all existing Lenders have declined or been deemed to have declined, Borrower may then request, through Administrative Agent, that one or more Eligible Assignees, in their sole discretion, provide Commitment(s) equal to the remaining shortfall; PROVIDED, HOWEVER, that the Commitment of any Eligible Assignee shall not be continuing on less than any existing Lender's Commitment before giving effect to any increase in the Commitments contemplated hereby. No existing Lender's Commitment may be reduced without its consent to facilitate the prior proviso. Administrative Agent and Borrower shall thereafter determine the final, revised Commitment allocations and determine an effective date on which therefor (the "INCREASE EFFECTIVE DATE"). Administrative Agent shall promptly notify Lenders of such Aggregate Revolving Committed Amount increase is revised Commitment allocations and the Increase Effective Date. This section shall supercede any provisions in SECTION 10.02 to become effective;the contrary. (c) On or prior to the Increase Effective Date, Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Administrative Agent (with sufficient copies for each Lender): (i) corporate resolutions and incumbency certificates of Borrower and any Guarantor dated as of the Increase Effective Date approving such increase; (ii) the representations and warranties set forth in Section 5 of this Credit Agreement shall be true and correct in all material respects on and as of the date on which new or amended Notes, if requested by any new or affected Lender, evidencing such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date); new or revised Commitments; (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable to the Administrative Agent from one or more Lenders acceptable to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunderEligible Assignees becoming Lenders, one or more Assignments and Acceptances. Administrative Agent shall distribute an amended SCHEDULE 2.01 (which shall thereafter be incorporated into this Agreement), to reflect any new or increased Commitments and each Lender's Pro Rata Share thereof. In order to make all Lender's interests in any outstanding Loans ratable in accordance with any revised Pro Rata Shares after giving effect to any increase in the Commitments, Borrower shall pay or prepay, if necessary, on the Increase Effective Date, all outstanding Loans and pay, to the Borrower and (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement")extent applicable, accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such Lender.amounts due under SECTION

Increase in Commitments. The Borrower shall have the right upon at least fifteen (15a) Business Days' prior written notice to the Administrative Agent to increase the Aggregate Revolving Committed Amount by up to $25,000,000, in a single increase, at any time on or after the Closing Date, subject, however, in any such case, to satisfaction of the following conditions precedent: (i) Request for Increase. Provided no Default or Event of Default then exists or would arise therefrom, upon notice to the Agent (which shall have occurred promptly notify the Lenders), the Lead Borrower may from time to time, request an increase in the Aggregate Commitments (or, solely to the extent set forth in Section 2.15(f) below, provide commitments under a new facility constituting a FILO Tranche) by an amount (for all such requests) not exceeding (x) $30,000,00050,000,000 plus (y) an amount equal to the aggregate principal amount of all permanent commitment reductions of the Aggregate Commitments after the Third Amendment Effective Date plus (z) as of the applicable date of determination, the amount as of such date by which the Borrowing Base exceeds Aggregate Commitments on such date; provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000 (or such lesser amount as to which the Agent may agree in writing), and be continuing on the date on which such Aggregate Revolving Committed Amount increase is to become effective; (ii) the representations and warranties set forth Lead Borrower may make a maximum of three (3) such requests. At the time of sending such notice, the Lead Borrower (in Section 5 of this Credit Agreement consultation with the Agent) shall be true and correct in all material respects on and as of specify the date on which Persons to whom such Aggregate Revolving Committed Amount requested increase is to become effective be made (except and if to the extent they expressly relate any then existing Lender, such request shall be made pro rata to an earlier date); (iiiall existing Lenders) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent time period within which each such Person is requested to be paid in connection with such increase; respond (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and which shall in no event be less than $5,000,000; and (v) ten Business Days from the date of delivery of such requested Aggregate Revolving Commitment increase notice to such Persons). Any Person so designated by the Lead Borrower which is not then a Lender shall be effective on such date only subject to the extent thatapproval of the Agent, on the L/C Issuer and the Swing Line Lender (which approvals shall not be unreasonably withheld, delayed or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable to the Administrative Agent from one or more Lenders acceptable to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"conditioned), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such Lender.

Increase in Commitments. The Borrower shall have the right (a) Provided there exists no Default or Event of Default, upon at least fifteen (15) Business Days' prior written notice to the Administrative Agent to increase (which shall promptly notify the Aggregate Revolving Committed Amount by up to $25,000,000Lenders), in a single increase, the Borrower may at any time on or after December 31, 2001 from time to time, but not more often than once in each calendar year, request an increase in the Closing Date, subject, however, Aggregate Commitments in any such case, an amount equal to satisfaction of the following conditions precedent: (ix) no Default or Event of Default shall have occurred and be continuing on the date on which such Aggregate Revolving Committed Amount increase is to become effective; $1,000,000,000 less (iiy) the representations and warranties set forth in Section 5 of then existing Aggregate Commitments under this Credit Agreement shall be true and correct in all material respects on less (z) the then existing "Aggregate Commitments" under and as defined in the Multi-Year Credit Agreement; provided that such increase may not be for an amount less than $25,000,000. At the time of the date on which sending such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date); (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effectivenotice, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and (in consultation with the Administrative Agent Agent) shall specify the time period within which each Lender is requested to be paid in connection with such increase; respond (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and which shall in no event be less than $5,000,000; and (v) fifteen Business Days from the date of delivery of such requested Aggregate Revolving Commitment increase shall be effective on such date only notice to the Lenders). Each Lender shall determine, in its sole discretion, whether and to what extent that, on or before such date, (A) it will increase its Commitments and notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have received declined to increase its Commitment. The Administrative Agent shall notify the Borrower and accepted a corresponding each Lender of the Lenders' responses to each request made hereunder. In the event that the aggregate increase in Commitments agreed to by the responding Lenders is less than the requested increase in the Aggregate Commitments, then to achieve the full amount of Additional Commitment(s) a requested increase, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a commitment letter(sJoinder Agreement. (b) acceptable to If any Commitments are increased in accordance with this Section 2.12, the Administrative Agent from one or more Lenders acceptable to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to and the Borrower and shall determine the effective date of such increase (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment AgreementIncrease Effective Date"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such Lender.

Increase in Commitments. The Borrower shall have (a) From time to time on and after the right Closing Date and prior to the Termination Date, Xxxxxxxx may, upon at least fifteen (15) Business Days' prior written 20 days’ notice to the Administrative Agent (which shall promptly provide a copy of such notice to the Lenders), propose to increase the Aggregate Revolving Committed Amount aggregate amount of the Commitments by up an amount which (i) is not less than $25,000,000 and, if greater, an integral multiple of $5,000,000 in excess thereof, with respect to $25,000,000, in a single increase, at any time on or after the Closing Date, subject, however, in any such caserequest and (ii) when aggregated with all prior and concurrent increases in the Commitments pursuant to this Section 2.21, is not in excess of $100,000,000. Xxxxxxxx may increase the aggregate amount of the Commitments by (x) having another lender or lenders (each, an “Additional Lender”) become party to this Agreement, (y) agreeing with any Lender (with the consent of such Lender in its sole discretion) to increase its Commitment hereunder (each, an “Increasing Lender”) or (z) a combination of the procedures described in clauses (x) and (y) above; provided that no Lender shall be obligated to increase its Commitment without its consent. (b) Any increase in the Commitments pursuant to this Section 2.21 shall be subject to satisfaction of the following conditions precedentconditions: (i) Each Borrower shall deliver to the Administrative Agent a certificate dated as of the applicable increase date duly executed by an Authorized Officer of such Borrower certifying and attaching the resolutions adopted by such Borrower approving or consenting to such increase; (ii) Each of the representations and warranties contained in Article V qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of the date of such increase with the same effect as if made on and as of such date, both immediately before and after giving effect to such increase (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date); (iii) Immediately after giving effect to such increase and any Indebtedness to be incurred in connection therewith, Xxxxxxxx shall be in compliance with Section 7.1 (determined on a Pro Forma Basis for the Reference Period then most recently ended for which Xxxxxxxx has delivered the financial statements required by Section 6.1 (and a Compliance Certificate)); and (iv) At the time of such increase, no Default or Event of Default shall have occurred and be continuing on or would result from such increase. (c) Upon any increase in the date on amount of the Commitments pursuant to this Section 2.21 (each, an “Additional Commitment”): (i) Each Additional Lender and Increasing Lender shall enter into a Joinder Agreement pursuant to which such Aggregate Revolving Committed Amount increase is Additional Lender or Increasing Lender shall, as of the effective date of such increase, undertake an Additional Commitment (or, in the case of an Increasing Lender, pursuant to which such Increasing Lender’s Commitment shall be increased in the agreed amount on such date) and such Additional Lender shall thereupon become effective;(or, if an Increasing Lender, continue to be) a “Lender” for all purposes hereof. (ii) Each Borrower shall, as applicable, in coordination with the representations Administrative Agent, repay outstanding Loans and warranties set forth incur additional Loans from other Lenders, pursuant to a reallocation agreement or otherwise, so that the Lenders participate in each Borrowing pro rata on the basis of their respective Commitments (after giving effect to any increase in the Commitments pursuant to this Section 5 2.21). Amounts payable under Section 2.18 as a result of the actions required to be taken under this Credit Agreement Section 2.21 shall be true and correct paid in all material respects on and as of full by the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date);applicable Borrower or Borrowers. (iii) If any such Additional Lender is a Foreign Lender, such Additional Lender shall deliver the forms required by Section 2.17. (d) Each Additional Commitment shall be made on or before the same terms as the Commitments in existence immediately prior to the date on which of such Aggregate Revolving Committed Amount increase is to become effectiveAdditional Commitment; provided, however, that (i) the interest rates, commitment fees and upfront fees payable (collectively, the Administrative Agent shall have received, for its own account“Financing Terms”) pursuant to an Additional Commitment may be different than those payable pursuant to the Commitments in existence immediately prior to the date of such Additional Commitment (such Commitments, the mutually acceptable fees “Existing Commitments”); (ii) all Additional Commitments made in connection with a single request by Xxxxxxxx in accordance with Section 2.21(a) shall be made on the same Financing Terms; and expenses required by separate agreement (iii) if any Additional Commitment is made on Financing Terms more favorable (to the applicable Lender) than are the Financing Terms of the Existing Commitments, then the Financing Terms of the Existing Commitments shall be automatically increased to the extent necessary to equal the Financing Terms of such Additional Commitment, and each Borrower agrees to execute any amendments and take any other actions that are reasonably requested by the Administrative Agent to document such increase; provided further that, in determining the Financing Terms of any Additional Commitment or the Existing Commitments, (x) upfront fees payable under the Existing Commitments or any Additional Commitment in the initial primary syndication thereof (with such upfront fees being equated to interest based on an assumed four-year life-to-maturity) and the effects of any and all interest rate floors shall be paid included; and (y) customary arrangement or commitment fees payable to the Arrangers or any of their respective Affiliates in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only the Existing Commitments or to the extent that, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable to the Administrative Agent from one or more Lenders acceptable to the Administrative Agent and, arrangers or their respective Affiliates in connection with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such Lendershall be excluded.

Increase in Commitments. The Borrower shall have the right upon may, at least fifteen (15) Business Days' its option, at any time or from time to time prior written notice to the Administrative Agent to Termination Date, increase the Aggregate Revolving Committed Amount Total Commitments by up to $25,000,000, in a single increase, at any time on 55,000,000 to an aggregate principal amount not to exceed $200,000,000 by requesting the existing Lenders or after the Closing Date, subject, however, in new lenders to commit to any such case, to satisfaction of the following conditions precedent: increase; provided that: (i) no Lender shall be required to commit to any such increase; (ii) no such increase shall become effective unless at the time thereof and after giving effect thereto (A) no Default or Event of Default shall have occurred and be continuing on continuing, (B) Parent is in compliance with the date on which such Aggregate Revolving Committed Amount increase is to become effective; financial covenants set forth in Section 7.1, (iiC) each of the representations and warranties set forth made by any Loan Party in Section 5 of this Credit Agreement or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except respects; provided that, to the extent they expressly relate any such representation and warranty is already qualified by materiality or reference to an earlier date); (iii) on or before the date on which Material Adverse Effect, such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase representation shall be an integral multiple of $5,000,000 true and shall correct in no event be less than $5,000,000; and all respects, and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (AD) the Administrative Agent shall have received a certificate from the Borrower to the effect of (A), (B) and accepted (C) of clause (ii); and (iii) no new lender shall become a corresponding amount of Additional Commitment(s) Lender pursuant to a commitment letter(sthis Section 2.21 unless such lender is an Eligible Assignee and the Administrative Agent shall have given its prior written consent, which consent shall not be unreasonably withheld. The Borrower shall be entitled to pay upfront or other fees to such lenders who extend credit pursuant to this Section 2.21 as the Borrower and such lenders may agree. Such increases in the Commitments shall become effective on the date (each such date, an “Increased Facility Closing Date”) acceptable specified in an activation notice delivered to the Administrative Agent from one or more Lenders acceptable no less than 10 Business Days prior to effective date of such notice specifying the Administrative Agent andamount of the increase and the effective date thereof. Each new lender that provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender Supplement (each, with respect to any a “New Lender that is not at such time a Lender hereunderSupplement”), to the Borrower and (B) each such Lender has executed an agreement substantially in the form of Schedule 3.4(c) Exhibit E, whereupon such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto (each such agreement a "New Commitment and shall be bound by and entitled to the benefits of this Agreement"), accepted in writing therein . Unless otherwise agreed by the Administrative Agent Agent, on each Increased Facility Closing Date, the Borrower shall borrow Revolving Loans under the relevant increased Commitments from each Lender participating in the relevant increase in an amount determined by reference to the amount of each Type of Loan (and, in the case of Eurodollar Loans, of each Eurodollar Tranche) which would then have been outstanding from such Lender if (x) each such Type or Eurodollar Tranche had been borrowed or effected on such Increased Facility Closing Date and (y) the aggregate amount of each such Type or Eurodollar Tranche requested to be so borrowed or effected had been proportionately increased, and, if applicable in connection with respect such increased Commitments, the Borrower shall pay all amounts due under Section 2.17. The Adjusted LIBO Rate applicable to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect Eurodollar Loan borrowed pursuant to the Additional Commitment preceding sentence shall equal the rate then applicable to the Eurodollar Loans of the other Lenders in the same Eurodollar Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between the Borrower and the relevant Lender).

Increase in Commitments. The Borrower shall have the right (a) Provided there exists no Default, upon at least fifteen (15) Business Days' prior written notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, (with the approval of the Administrative Agent, which approval shall not be unreasonably withheld, conditioned or delayed) request an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding $500,000,000; provided that any such request for an increase shall be in a minimum amount of $25,000,000. To achieve the requested increase, the Borrower may ask one or more Lenders to increase their existing Commitments and/or invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no Lender shall be obligated to increase its Commitment pursuant to this Section 2.14. (b) If the Aggregate Revolving Committed Amount by up to $25,000,000, Commitments are increased in a single increase, at any time on or after the Closing Date, subject, however, in any such case, to satisfaction of the following conditions precedent: (i) no Default or Event of Default shall have occurred and be continuing on the date on which such Aggregate Revolving Committed Amount increase is to become effective; (ii) the representations and warranties set forth in Section 5 of accordance with this Credit Agreement shall be true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date); (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effectiveSection, the Administrative Agent and the Borrower shall have received, for its own account, determine the mutually acceptable fees effective date (the “Increase Effective Date”) and expenses required by separate agreement the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Administrative Agent Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase , the Borrower shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable deliver to the Administrative Agent from one a certificate dated as of the Increase Effective Date signed by a Responsible Officer (i) certifying and attaching the resolutions approving or more Lenders acceptable consenting to the Administrative Agent andsuch increase, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and (Bii) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement")certifying that, accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such Lender.before and after giving

Increase in Commitments. The Borrower shall have the right upon at least fifteen (15a) Business Days' prior written notice Subject to the Administrative Agent to increase conditions set forth in clauses (b) and (c) of this Section 2.02, Parent may request that the Aggregate Revolving Committed Amount by up to $25,000,000amount of the aggregate Commitments be increased one or more times, in each case in a single increase, at any time on minimum amount of $5,000,000.00 or in integral multiples of $5,000,000.00 in excess thereof; provided that the aggregate Commitments after the Closing Date, subject, however, in any such case, to satisfaction of increase may not exceed $120,000,000. (b) Each such increase shall be effective only upon the following conditions precedent: being satisfied: (i) the Agent and each Issuing Bank shall have approved such increase, each such approval not to be unreasonably withheld, (ii) no Default or Event of Default shall have has occurred and is continuing at the time thereof or would be continuing on the date on which such Aggregate Revolving Committed Amount increase is to become effective; (ii) the representations and warranties set forth in Section 5 of this Credit Agreement shall be true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date); caused thereby, (iii) on or before either the date on which such Aggregate Revolving Committed Amount Banks having Commitments hereunder at the time the increase is requested agree to become effective, increase their Commitments in the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement amount of the Borrower requested increase or other financial institutions agree to make a Commitment in the amount of the difference between the amount of the increase requested by the Co-Borrowers and the Administrative Agent to be paid in connection with such increase; amount by which the Banks having Commitments hereunder at the time the increase is requested are increasing their Commitments, (iv) such Aggregate Revolving Committed Amount increase Banks and other financial institutions, if any, shall be an integral multiple of $5,000,000 have executed and shall in no event be less than $5,000,000; and delivered to the Agent a Commitment Increase Agreement or a New Bank Agreement, as applicable, and (v) the Co-Borrowers shall have delivered such requested Aggregate Revolving evidence of authority for the increase (including without limitation, certified resolutions of the applicable managers and/or members of the Co-Borrowers authorizing such increase) as the Agent may reasonably request. (c) Each financing institution to be added to this Agreement as described in Section 2.02(b)(iii) above shall execute and deliver to the Agent a New Bank Agreement, pursuant to which it becomes a party to this Agreement. Each Bank agreeing to increase its Commitment increase as described in Section 2.02(b)(iii) shall execute and deliver to the Agent a Commitment Increase Agreement pursuant to which it increases its Commitment hereunder. In addition, a Responsible Officer shall execute and deliver to the Agent, for each Bank being added to this Agreement, a Note payable to such new Bank in the principal amount of the Commitment of such Bank, and for each Bank increasing its Commitment, a replacement Note payable to such Bank, in the principal amount of the increased Commitment of such Bank. Each such Note shall be dated the effective on date of the pertinent New Bank Agreement or Commitment Increase Agreement. In the event a replacement Note is issued to a Bank, such date only Bank shall xxxx the original note as “REPLACED” and shall return such original Note to the Co-Borrowers. Upon execution and delivery to the Agent of the Note and the execution by the Agent of the relevant New Bank Agreement or Commitment Increase Agreement, as the case may be, such new financing institution shall constitute a “Bank” hereunder with a Commitment as specified therein, or such existing Bank’s Commitment shall increase as specified therein, as the case may be, and the Agent shall notify Parent and all Banks of such addition or increase, and the final allocations thereof, and provide a revised Schedule 2.01 reflecting such additions or increase together with a schedule showing the revised Advance Sub-limit Caps and the revised L/C Sub-limit Caps. (d) Notwithstanding anything to the contrary in this Section 2.02, the Banks having Commitments hereunder at the time any such increase is requested shall have the first right, but shall not be obligated, to participate in such increase by agreeing to increase their respective Commitments by their Pro Rata Share to the extent that, on or before of such date, (A) the Administrative increase. The Agent shall not, and shall not be obligated to, permit any financial institutions that do not have, at that time, Commitments hereunder to make commitments for portions of the requested increase not assumed by the Banks having Commitments hereunder until each of such Banks have received and accepted a corresponding amount agreed to increase their Commitments or declined to do so. To facilitate the Banks’ right of Additional Commitment(s) pursuant to a commitment letter(s) acceptable first refusal, SEH shall, by written notice to the Administrative Agent from one or more Lenders acceptable (which shall promptly deliver a copy to each Bank) given not less than 30 days prior to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to requested effective date of the Borrower and increase in Commitments (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"“Increase Effective Date”), accepted in writing therein by request that the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunderBanks increase their Commitments. Each Bank shall, by notice to SEH and the BorrowerAgent given not later than 15 days following receipt of SEH’s request, with respect advise SEH whether or not it will increase its Commitments as of the Increase Effective Date. Any Bank that has not so advised SEH and the Agent by such day shall be deemed to have declined to agree to such increase in its Commitment. The decision to increase its Commitment hereunder shall be at the Additional Commitment sole discretion of such Lendereach Bank.

Increase in Commitments. The Borrower (i) At any time, the Company (on behalf of itself and the other Borrowers) may request that the Aggregate Commitment be increased (which increase shall increase the then effective Letter of Credit sublimit set forth in Section 3.3(i)(b) on a dollar-for- dollar basis up to a maximum sublimit of $200,000,000); provided that, without the prior written consent of all of the Lenders, (a) the Aggregate Commitment shall at no time exceed $300,000,000 minus the aggregate amount of all reductions in the Aggregate Commitment previously made pursuant to Section 2.5(A) or (B); (b) the Company shall not make any such request during the six month period following any reduction in the Aggregate Commitment previously made pursuant to Section 2.5(A) or (B); (c) the Company shall not be entitled to make more than one such request during the term of this Agreement; and (d) each such request shall be in a minimum amount of at least $50,000,000 and increments of $1,000,000 in excess thereof. Such request shall be made in a written notice given to the Administrative Agent and the Lenders by the Company not less than twenty (20) Business Days prior to the proposed effective date of such increase, which notice (a "COMMITMENT INCREASE NOTICE") shall specify the amount of the proposed increase in the Aggregate Commitment and the proposed effective date of such increase. In the event of such a Commitment Increase Notice, each of the Lenders shall be given the opportunity to participate in the requested increase ratably in proportions that their respective Commitments bear to the Aggregate Commitment. No Lender shall have any obligation to increase its Commitment pursuant to a Commitment Increase Notice. On or prior to the right upon at least date that is fifteen (15) Business Days' prior written notice Days after receipt of the Commitment Increase Notice, each Lender shall submit to the Administrative Agent a notice indicating the maximum amount by which it is willing to increase the Aggregate Revolving Committed Amount by up to $25,000,000, in a single increase, at any time on or after the Closing Date, subject, however, in any such case, to satisfaction of the following conditions precedent: (i) no Default or Event of Default shall have occurred and be continuing on the date on which such Aggregate Revolving Committed Amount increase is to become effective; (ii) the representations and warranties set forth in Section 5 of this Credit Agreement shall be true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date); (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable to the Administrative Agent from one or more Lenders acceptable to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such Lender.Commitment

Increase in Commitments. The Borrower shall have the right upon may, at least fifteen (15) Business Days' its option, at any time or from time to time prior written notice to the Administrative Agent to Termination Date, increase the Aggregate Revolving Committed Amount Total Commitments by up to $25,000,000, in a single increase, at any time on 25,000,000 to an aggregate principal amount not to exceed $125,000,000 by requesting the existing Lenders or after the Closing Date, subject, however, in new lenders to commit to any such case, to satisfaction of the following conditions precedent: increase; provided that: (i) no Lender shall be required to commit to any such increase; (ii) no such increase shall become effective unless at the time thereof and after giving effect thereto (A) no Default or Event of Default shall have occurred and be continuing on continuing, (B) Parent is in compliance with the date on which such Aggregate Revolving Committed Amount increase is to become effective; financial covenants set forth in Section 7.1, (iiC) each of the representations and warranties set forth made by any Loan Party in Section 5 of this Credit Agreement or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except respects; provided that, to the extent they expressly relate any such representation and warranty is already qualified by materiality or reference to an earlier date); (iii) on or before the date on which Material Adverse Effect, such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase representation shall be an integral multiple of $5,000,000 true and shall correct in no event be less than $5,000,000; and all respects, and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (AD) the Administrative Agent shall have received a certificate from the Borrower to the effect of (A), (B) and accepted (C) of clause (ii); and (iii) no new lender shall become a corresponding amount of Additional Commitment(s) Lender pursuant to a commitment letter(sthis Section 2.21 unless such lender is an Eligible Assignee and the Administrative Agent shall have given its prior written consent, which consent shall not be unreasonably withheld. The Borrower shall be entitled to pay upfront or other fees to such lenders who extend credit pursuant to this Section 2.21 as the Borrower and such lenders may agree. Such increases in the Commitments shall become effective on the date (each such date, an “Increased Facility Closing Date”) acceptable specified in an activation notice delivered to the Administrative Agent from one or more Lenders acceptable no less than 10 Business Days prior to effective date of such notice specifying the Administrative Agent andamount of the increase and the effective date thereof. Each new lender that provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender Supplement (each, with respect to any a “New Lender that is not at such time a Lender hereunderSupplement”), to the Borrower and (B) each such Lender has executed an agreement substantially in the form of Schedule 3.4(c) Exhibit E, whereupon such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto (each such agreement a "New Commitment and shall be bound by and entitled to the benefits of this Agreement"), accepted in writing therein . Unless otherwise agreed by the Administrative Agent Agent, on each Increased Facility Closing Date, the Borrower shall borrow Revolving Loans under the relevant increased Commitments from each Lender participating in the relevant increase in an amount determined by reference to the amount of each Type of Loan (and, in the case of Eurodollar Loans, of each Eurodollar Tranche) which would then have been outstanding from such Lender if (x) each such Type or Eurodollar Tranche had been borrowed or effected on such Increased Facility Closing Date and (y) the aggregate amount of each such Type or Eurodollar Tranche requested to be so borrowed or effected had been proportionately increased, and, if applicable in connection with respect such increased Commitments, the Borrower shall pay all amounts due under Section 2.17. The Adjusted LIBO Rate applicable to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect Eurodollar Loan borrowed pursuant to the Additional Commitment preceding sentence shall equal the rate then applicable to the Eurodollar Loans of the other Lenders in the same Eurodollar Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between the Borrower and the relevant Lender).

Increase in Commitments. The Borrower shall have At their election, the right Borrowers may, upon at least fifteen (15) Business Days' prior written notice from the Company to the Administrative Agent (which shall promptly notify the Lenders), from time to increase the Aggregate Revolving Committed Amount by up to $25,000,000, in a single increase, at any time on or 47 after the Closing Date, subject, however, request an increase in any such case, to satisfaction of the following conditions precedent: Commitments (a “Commitment Increase”); provided that (i) at the time of any such request and upon the effectiveness of the Commitment Increase referred to below, no Default or Event shall exist and Holdings shall be in pro forma compliance with the financial covenants set forth in Section 7.11 (as demonstrated in a Compliance Certificate executed by a Responsible Officer of Default Holdings), (ii) no existing Lender shall have occurred be required to provide any portion of any Commitment Increase, (iii) each Commitment Increase shall be in a minimum amount of $10,000,000 and in increments of $1,000,000 in excess thereof, (iv) no more than three requests for a Commitment Increase may be continuing made during the term of this Agreement and (v) the aggregate amount of all such Commitment Increases shall not exceed, collectively, $50,000,000 (which such amount shall be reduced on a dollar-for-dollar basis for the amount of the Aggregate Commitments in excess of $100,000,000 on the Closing Date). At the time of sending such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date on of delivery of such notice to the Lenders). Any such notice shall set forth the amount and terms of the relevant Commitment Increase requested by the Borrowers and to be agreed by any Lenders or Additional Lenders (as defined below) providing such Commitment Increase. The Borrowers may arrange for one or more banks or other financial institutions, each of which shall be reasonably satisfactory to the Administrative Agent and, with respect to Commitment Increases, the Swing Line Lenders and the L/C Issuers (any such Aggregate Revolving Committed Amount increase is bank or other financial institution being called an “Additional Lender”), to provide a portion of the Commitment Increase, and each existing Lender shall be afforded an opportunity, but shall not be required, to provide a portion of such Commitment Increase. Each Additional Lender shall become effective; a Lender hereunder pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel. As a condition precedent to any Commitment Increase, the Company shall deliver to the Administrative Agent and the Lenders such information as may be requested pursuant to Section 4.01(a)(xi), and to the Administrative Agent a certificate of each Loan Party dated as of the effective date of any such Commitment Increase (iiin sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (a) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Commitment Increase, and (b) in the case of the Company, certifying that, before and after giving effect to such Commitment Increase, (i) the representations and warranties set forth contained in Section 5 of this Credit Agreement shall be Article V and the other Loan Documents are true and correct in all material respects on and as of the effective date on which of any such Aggregate Revolving Committed Amount increase Commitment Increase, except that (A) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is to become effective true and correct in all respects, (except B) to the extent they expressly relate that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date (except that if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is true and correct in all respects as of such earlier date); , and (iiiC) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effectivefor purposes of this Section 2.15, the Administrative Agent representations and warranties contained in subsections (a) and (b) of Section 5.05 shall have receivedbe deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), for its own accountrespectively, of Section 6.01, and (ii) no Default exists. No Commitment Increase shall increase the mutually acceptable fees and expenses required by separate agreement Letter of Credit Sublimit or the Swing Line Sublimit without the written consent of the Borrower and L/C Issuers or the Administrative Agent to be paid Swing Line Lenders, as applicable. This Section shall supersede any provisions in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only Sections 2.13 or 10.01 to the extent that, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable to the Administrative Agent from one or more Lenders acceptable to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such Lendercontrary.

Increase in Commitments. The (a) If at any time the Commitments shall be less than $500,000,000, the Borrower shall have the right upon at least fifteen (15) Business Days' prior may, by written notice request to the Administrative Agent to Agent, request that the Lenders increase the Aggregate Revolving Committed Amount by up to Commitments hereunder in such amount that, when added together with the then- outstanding Commitments, shall not exceed $25,000,000500,000,000, in a single increase, at any time on or after the Closing Date, subject, however, in any such case, to satisfaction of the following conditions precedent: (i) no Default or Event of Default shall have occurred and be continuing on the date on which such Aggregate Revolving Committed Amount increase is to become effective; (ii) the representations and warranties set forth in Section 5 of this Credit Agreement shall be true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date); (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase amount shall be an integral multiple of $5,000,000 10,000,000; provided that, on and shall in no event be as of the Increase Date (as defined below), (i) if the aggregate commitments under the Other Credit Agreement are less than $5,000,000; and 500,000,000, then such aggregate commitments shall be increased accordingly to preserve the ratio of the aggregate commitments under the Other Credit Agreement to the sum of (vA) such requested Aggregate Revolving Commitment the Commitments hereunder plus (B) the aggregate commitments under the Other Credit Agreement, and (ii) no Event of Default or Unmatured Default has occurred and is continuing. Such increase shall be effective on as of a date which shall be any Business Day occurring not less than 25 days (unless otherwise agreed to by the Borrower and the Administrative Agent) nor more than 30 days from the date of such written request (such date only herein referred to as the "INCREASE DATE"). Upon receipt of written notice of such request from the Administrative Agent, each Lender shall have the opportunity, in its sole discretion, no later than 20 days after the date on which the Borrower's request shall have been received by the Administrative Agent, to commit to increase its Commitment by written notice to the Administrative Agent setting forth the amount by which such Lender proposes to increase its Commitment (each such Lender an "EXISTING LENDER"). To the extent thatthat the aggregate amount of the proposed increases is less than the aggregate amount of the increase requested by the Borrower, on or before such datethe Borrower may either (x) request the Administrative Agent to solicit the Lenders for further increases in their respective Commitments, (Ay) amend the original request by reducing the amount by which the Commitments are requested to be increased to an amount equal to the aggregate amount of the proposed increases of the Commitments or (z) request that the Administrative Agent, in its reasonable discretion, accept the participation in the proposed increase of one or more additional financial institutions (each an "ADDITIONAL LENDER"), provided that the minimum commitment of each such Additional Lender equals or exceeds $10,000,000. If the Administrative Agent shall have received accept the proposed increases of the Existing Lenders and accepted a corresponding the Additional Lenders, the Commitments shall be increased by the aggregate amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable to the proposed increases on and as of the Increase Date. The Administrative Agent from one or more shall allocate the increased amount pro rata among the Existing Lenders acceptable to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such LenderLenders in accordance with their respective Commitments.

Increase in Commitments. The Borrower shall have the right (a) Provided there exists no Default, upon at least fifteen (15) Business Days' prior written notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, (with the approval of the Administrative Agent, which approval shall not be unreasonably withheld, conditioned or delayed) request an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding $250,000,000; provided that any such request for an increase shall be in a minimum amount of $25,000,000. To achieve the requested increase, the Borrower may ask one or more Lenders to increase their existing Commitments and/or invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no Lender shall be obligated to increase its Commitment pursuant to this Section 2.14. (b) If the Aggregate Revolving Committed Amount by up Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to $25,000,000, in a single such increase, at any time on or after the Closing Date, subject, however, in any such case, Borrower shall deliver to satisfaction the Administrative Agent a certificate dated as of the following conditions precedent: Increase Effective Date signed by a Responsible Officer (i) no Default certifying and attaching the resolutions approving or Event of Default shall have occurred consenting to such increase, and be continuing on the date on which such Aggregate Revolving Committed Amount increase is to become effective; (ii) certifying that, before and after giving effect to such increase (A) the representations and warranties set forth contained in Section 5 of this Credit Agreement shall be Article V are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date on which such Aggregate Revolving Committed Amount increase is to become effective (Increase Effective Date, except to the extent they expressly relate that such representations and warranties specifically refer to an earlier date); (iii) on or before the date on , in which case they are true and correct as of such Aggregate Revolving Committed Amount increase is to become effectiveearlier date, and except that for purposes of this Section 2.14, the Administrative Agent shall have received, for its own account, the mutually acceptable fees representations and expenses required by separate agreement of the Borrower warranties contained in Section 5.06(a) and the Administrative Agent to be paid in connection with such increase; (iv5.06(b) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only deemed to refer to the extent that, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) most recent statements furnished pursuant to a commitment letter(ssubsections (a) acceptable to the Administrative Agent from one or more Lenders acceptable to the Administrative Agent andand (b), with respect to any Lender that is not at such time a Lender hereunderrespectively, to the Borrower of Section 6.01, and (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such Lender.

Increase in Commitments. The Borrower shall have (a) After the right Closing Date, the Agent may, from time to time upon at least fifteen five (155) Business Days' Days prior written notice to by Capital on behalf of the Administrative Agent Obligors of a request to increase the Aggregate Revolving Committed Amount Commitment, increase the Aggregate Commitment by up (x) admitting additional Lenders hereunder (each a "Subsequent Lender"), or (y) increasing the Commitment of any Lender (each an "Increasing Lender"), subject to $25,000,000, in a single increase, at any time on or after the Closing Date, subject, however, in any such case, to satisfaction of the following conditions precedentconditions: (i) each Subsequent Lender is an Eligible Assignee; (ii) Borrowers execute (A) a new Note payable to the order of a Subsequent Lender, if requested by such Subsequent Lender, or (B) a replacement Note payable to the order of an Increasing Lender, if requested by such Increasing Lender; (iii) each Subsequent Lender executes a signature page to this Agreement; (iv) after giving effect to the admission of any Subsequent Lender or the increase in the Commitment of any Increasing Lender, the Aggregate Commitment does not exceed $150,000,000; (v) each increase in the Aggregate Commitment shall be in the minimum amount of $5,000,000 or a greater integral multiple of $1,000,000; (vi) no admission of any Subsequent Lender shall increase the Commitment of any existing Lender without the consent of such existing Lender; (vii) no Lender shall be an Increasing Lender without the consent of such Lender; and (viii) no Default or Event of Default shall have occurred and be continuing on the date on which exists nor would occur after giving effect to such Aggregate Revolving Committed Amount increase is to become effective;increase. (iib) After the representations admission of any Subsequent Lender or the increase in the Commitment of any Increasing Lender, the Agent shall promptly provide to each Lender a new Schedule I to this Agreement. In the event that there are any Revolving Loans and/or Letters of Credit outstanding after giving effect to an increase in the Aggregate Commitment pursuant to this Section 2.9, upon notice from the Agent to each Lender, the amount of such Revolving Loans owing to each Lender and warranties set forth in Section 5 the amount of this Credit Agreement each Lender's L/C Participation shall be true and correct in all material respects on and as appropriately adjusted to reflect the new Commitment Percentages of the date on Lenders (in which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier datecase Obligors shall pay any amounts required under Section 4.10); (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable to the Administrative Agent from one or more Lenders acceptable to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such Lender.

Increase in Commitments. The Subject to the terms and conditions set forth herein, the Borrower Representative shall have the right upon one-time right, to be exercised at least fifteen (15) Business Days' any time prior written notice to the Administrative Agent earlier of (i) the date that is two (2) years following the Closing Date or (ii) the exercise of its option to increase decrease the Aggregate Revolving Committed Amount under Section 2.01(c) below, cause an increase in the Aggregate Committed Amount by up to Twenty Million Dollars ($25,000,000, in a single increase, at any time on or after 20,000,000) (to an aggregate amount not more than One Hundred Twenty Million Dollars ($120,000,000)); provided that such increase shall be conditioned and effective upon the Closing Date, subject, however, in any such case, to satisfaction of the following conditions precedentconditions: (i) the Borrowers shall obtain commitments for the amount of the increase from existing Lenders or other commercial banks or financial institutions reasonably acceptable to the Administrative Agent, which other commercial banks and financial institutions shall join in this Credit Agreement as Lenders by a Lender Joinder Agreement substantially in the form of Exhibit F attached hereto or other arrangement reasonably acceptable to the Administrative Agent (it being understood that in no Default or Event of Default case shall have occurred and any Lender be continuing on the date on which such Aggregate Revolving Committed Amount required to increase is to become effectiveits Commitment without its written consent); (ii) if any Advances are outstanding at the representations time of any such increase, the Borrowers shall make such payments and warranties set forth in adjustments on the Advances (including payment of any break-funding amounts owing under Section 5 of this Credit Agreement shall 3.05) as may be true and correct in all material respects on and as of the date on which such Aggregate Revolving Committed Amount increase is necessary to become effective (except give effect to the extent they expressly relate to an earlier date)revised commitment percentages and commitment amounts; (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is Borrowers shall pay to become effective, the Administrative Agent shall have receivedthe following fees: (1) for payment to each Lender making such increased commitment, a commitment fee equal to one percent (1%) of the increase to the Aggregate Committed Amount of such Lender and (2) for payment to Administrative Agent for its own account, an arrangement fee equal to one-half of one percent (.5%) times the mutually acceptable fees and expenses required by separate agreement amount of the Borrower and increase to the Administrative Agent to be paid in connection with such increase;Aggregate Committed Amount. (iv) such Aggregate Revolving Committed Amount increase the Borrowers shall be an integral multiple of $5,000,000 have executed any new or amended and shall in no event be less than $5,000,000restated Notes (to the extent requested by the Lenders) to reflect the revised commitment amounts; and (v) such requested Aggregate Revolving Commitment increase the conditions to the making of an Advance set forth in Section 4.02 shall be effective on satisfied. In connection with any such date only to the extent that, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable to the Administrative Agent from one or more Lenders acceptable to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement increase in the form Commitments, Schedule 2.01 shall be revised to reflect the modified Commitments and Commitment Percentages of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement")the Lenders, accepted in writing therein and the DAL:0535130/00080:1910701v7 Borrowers shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by and the Borrower, with respect to the Additional Commitment of such LenderLenders in connection therewith.

Increase in Commitments. The Borrower shall have Provided no Default exists or would result from the right upon at least fifteen (15) Business Days' prior written notice to the Administrative Agent to increase the Aggregate Revolving Committed Amount by up to $25,000,000, in a single increase, at any time on or after the Closing Date, subject, however, in any such case, to satisfaction of the following conditions precedent: (i) no Default or Event Commitments by the Increased Amount, the Commitments shall be increased by the Increased Amount on each of Default shall have occurred and be continuing the dates scheduled amortization is paid on the date Term Loans pursuant to Section 2.07 of the Term Loan Agreement (the “Increased Amount Date”). The “Increased Amount” on which such Aggregate Revolving Committed any Increased Amount increase Date is to become effective; the aggregate amount of (iia) the representations and warranties amount of the scheduled amortization paid on the Term Loans, as set forth in Section 5 of this Credit Agreement shall be true and correct in all material respects on and as 2.07 of the date Term Loan Agreement for the three-month period ending on which the Increased Amount Date (such Aggregate Revolving Committed period being referred to herein as the “Increased Amount increase is to become effective Period”), and (except b) the principal portion of prepayments of the Term Loans, if any, made during the Increased Amount Period, subject to the extent they expressly relate requirements of Section 2.05 of the Term Loan Agreement; provided, however, that the aggregate amount of the Increased Amounts shall in no event exceed $300 million. As a condition precedent to an earlier date); (iii) on or before giving effect to the date on which such Aggregate Revolving Committed Amount increase is to become effectiveIncreased Amount, the Borrower shall satisfy all of the conditions set forth in Section 4.02. Each Lender agrees to increase its Commitment on each Increased Amount Date by the amount equal to its Applicable Percentage of such Increased Amount. The Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of promptly notify the Borrower and the Administrative Agent to be paid Lenders, of the Increased Amount, and after such adjustment, of (a) the aggregate amount of the Commitments and (b) the Commitment for each Lender. This Section shall supersede any provisions in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (v) such requested Aggregate Revolving Commitment increase shall be effective on such date only Section 2.13 or 10.01 to the extent that, on or before such date, (A) the Administrative Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable to the Administrative Agent from one or more Lenders acceptable to the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, to the Borrower and (B) each such Lender has executed an agreement in the form of Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such time a Lender hereunder, by the Borrower, with respect to the Additional Commitment of such Lendercontrary.