Common use of Increase in Commitment Clause in Contracts

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

Increase in Commitment. (a) If The Company may, at its option any Underwriter shall default in its obligation time after the consummation of a Qualified IPO and before the Termination Date, seek to purchase increase the Shares which it has agreed Commitments (any such increase, a “Commitment Increase”) upon written notice to purchase hereunder at a Time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event Administrative Agent; provided that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase aggregate principal amount of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company all Commitment Increases shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Sharesexceed $200,000,000. (b) IfAny such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after giving effect the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any arrangements for portion of such Commitment Increase be allocated and the purchase amounts of such allocations. The Administrative Agent, subject to the consent of the Shares Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of a defaulting Underwriter by you the Administrative Agent, each Issuing Bank and the Company as provided in subsection (a) above, which have expressed a desire to accept the aggregate number Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such Shares which remains unpurchased does not exceed one-eleventh revised allocations of the aggregate number Commitments, including the desired increase. No Commitment Increase shall become effective until each of all the Shares to be purchased at Incremental Lenders extending such Time of Delivery, then Commitment Increase and the Company shall have delivered to the right Administrative Agent a document in form reasonably satisfactory to require each non-defaulting Underwriter the Administrative Agent pursuant to purchase which any such Incremental Lender states the number amount of shares which its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultnew Commitments. (c) IfNotwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to any arrangements for such Commitment Increase; (ii) all fees and expenses, if any, owing in respect of such increase to the purchase of the Shares of a defaulting Underwriter by you Administrative Agent and the Company as provided in subsection Lenders will have been paid; (aiii) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transaction. (d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not exercise already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the right described in subsection (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriterrights of, then this Agreement (orand benefits accruing to, with respect to the Second Time of DeliveryLenders hereunder and shall be bound by all agreements, the acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Underwriters Lenders in proportion to purchase their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the Company other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to sell arrange the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne increase in Commitment sought by the Company and but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Underwriters as provided Administrative Agent in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultsuch efforts.

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

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

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

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

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

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

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

Increase in Commitment. (a) After the Closing Date, the Borrowers shall have the one time right to request that the Administrative Agent obtain additional Commitments (the "ADDITIONAL COMMITMENT") so that the Commitments aggregate an amount equal to Two Hundred Twenty-Five Million Dollars ($225,000,000) (the "INCREASED FACILITY AMOUNT"), which request shall be made by the Company on behalf of the Borrowers giving written notice (the "ADDITIONAL COMMITMENT NOTICE") to the Administrative Agent prior to the date which is 180 days prior to the Maturity Date setting forth such details with respect thereto as are reasonably requested by the Administrative Agent. Upon such request, the Administrative Agent shall, at the Borrowers' sole cost and expense of documentation and legal fees in connection therewith, use its reasonable efforts, in accordance with its customary syndication procedures, with the assistance of the Borrowers, to arrange a syndicate of Lenders with Commitments (including the initial Commitments), aggregating the Increased Facility Amount on or before the date which is 150 days after the Additional Commitment Notice was received by the Administrative Agent (the "SYNDICATION EXPIRATION DATE"). The Administrative Agent shall first offer to the existing Lenders the option to participate in the proposed Additional Commitment to the extent of each Lender's pro-rata share of the proposed Additional Commitment prior to proposing additional bank syndicate members. If any Underwriter existing Lender shall default in not agree to provide its pro-rata share of the proposed Additional Commitment within 10 days after receipt from the Administrative Agent of a request to accept such pro-rata share of the proposed Additional Commitment, prior to commencing syndication, the Administrative Agent shall submit a list of proposed bank syndicate members (who indicate a willingness to accept all or a portion of the amount of the proposed Additional Commitment) to the Borrowers; provided, that, notwithstanding any existing Lender's rejection of its pro-rata share of the proposed Additional Commitment, such existing Lender shall remain a Lender hereunder, subject to the terms and conditions hereof. From and after the Syndication Expiration Date, the Administrative Agent shall have no further obligation to purchase syndicate the Shares facility or to obtain or accept any additional Commitments. Notwithstanding the foregoing, during the period after the giving of the Additional Commitment Notice and prior to the Syndication Expiration Date, the Lender which it has agreed is the Administrative Agent shall have the right, at its option, to purchase hereunder at commit to make the Additional Commitment available to the Borrowers and, if the Lender which is the Administrative Agent shall so elect to commit to making the Additional Commitment available to the Borrowers, to arrange a Time syndicate of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Shares on Lenders with Commitments aggregating the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such termsIncreased Facility Amount. In the event thatthat lenders commit to any such increase, within any new lender shall execute an accession agreement to this Agreement, the Commitments of the existing Lenders which have committed to provide any of the Additional Commitment shall be increased, the pro-rata shares of the Lenders shall be adjusted, the Borrowers shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Commitments, and other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective prescribed periodsCommitments or make new Commitments in response to the Borrowers' request for an increase in the aggregate Commitments pursuant to this Section 2.20 and which other changes do not adversely affect the rights of those Lenders who do not elect to increase their respective Commitments, you notify in each case without the Company that you have so arranged for consent of the purchase Lenders other than those Lenders increasing their Commitments. The fees payable by the Borrowers upon any such increase in the aggregate Commitments shall be agreed upon by the Administrative Agent and the Borrowers at the time of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Sharesincrease. (b) IfNotwithstanding the foregoing, an increase in the aggregate amount of the Commitments shall be effective only if (i) no Default shall have occurred and be continuing on the date of the Additional Commitment Notice and the date such increase is to become effective; (ii) each of the representations and warranties made by each of the Borrowers in this Agreement and the other Loan Documents shall be true and complete on and as of the date of the Additional Commitment Notice and the date such increase is to become effective with the same force and effect as if made on and as of such date (or, if any such representation or warrant is expressly stated to have been made as of a specific date, as of such specific date); (iii) the Administrative Agent shall have received (x) such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the authorization of such increase and (y) a favorable written opinion (addressed to the Administrative Agent and the Lenders) of counsel for the Borrowers substantially in the form of EXHIBIT E-1, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you such increase; and the Company as provided in subsection (aiv) above, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided its Subsidiaries shall be in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultcompliance with Article VI.

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

Increase in Commitment. (a) If The Company may, at its option any Underwriter shall default in its obligation time after the Closing Date and before the Termination Date, seek to purchase (i) increase the Shares which it has agreed to purchase hereunder at Commitments (any such increase, a Time “Commitment Increase”) or (ii) establish one or more new term loan commitments (“Term Loan Commitments” and, together with any Commitment Increase, the “Incremental Commitments”) of Deliveryan existing tranche of term loans or a separate tranche of new term loans (any such term loans, you may in your discretion arrange for you or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments “Incremental Term Loans”) upon written notice to the Registration Statement or Administrative Agent; provided that the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement aggregate principal amount of all Incremental Commitments shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Sharesnot exceed $250,000,000. (b) IfAny such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 or, if less, the maximum amount of Incremental Commitments remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after giving effect the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its sole discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any arrangements for portion of such Commitment Increase be allocated and the purchase amounts of such allocations. The Administrative Agent, subject to the consent of the Shares Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its sole discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Eligible Assignees reasonably acceptable to each of a defaulting Underwriter by you the Administrative Agent, each Issuing Lender, the Swing Line Lender and the Company as provided in subsection (a) above, which have expressed a desire to accept the aggregate number Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such Shares which remains unpurchased does not exceed one-eleventh revised allocations of the aggregate number Commitments, including the desired increase. No Commitment Increase shall become effective until each of all the Shares to be purchased at Incremental Lenders extending such Time of Delivery, then Commitment Increase and the Company shall have delivered to the right Administrative Agent a document in form reasonably satisfactory to require each non-defaulting Underwriter the Administrative Agent pursuant to purchase which any such Incremental Lender states the number amount of shares which its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultnew Commitments. (c) IfAny such notice delivered to the Administrative Agent in connection with Term Loan Commitments shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Term Loan Commitments (which shall not be less than $25,000,000 or, if less, the maximum amount of Incremental Commitments remaining to be established hereunder) sought by the Company, (ii) the Increased Amount Date, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its sole discretion) and (iii) the identity of each Incremental Lender. Each Incremental Lender, if not already a Lender hereunder, shall be an Eligible Assignee and reasonably acceptable to the Administrative Agent and no Lender shall be required to participate in any Incremental Term Loans. On or after such Increased Amount Date, the Company, the Administrative Agent and one or more Incremental Lenders may, and without the consent of any other Lender, amend this Agreement pursuant to an amendment agreement (an “Incremental Term Loan Amendment”) setting forth, to the extent applicable, the following terms of such Incremental Term Loans: (A) whether such Incremental Term Loans will be part of an existing tranche of Incremental Term Loans or part of a new and separate tranche, (B) the maturity or termination date applicable to the Incremental Term Loans or Term Loan Commitments of such tranche, (C) any amortization applicable to the Incremental Term Loans of such tranche, (D) the interest rate or rates applicable to the Incremental Term Loans of such tranche, (E) the fees applicable to the Incremental Term Loans or Term Loan Commitments of such tranche, (F) any original issue discount applicable to Incremental Term Loans or Term Loan Commitments of such tranche, (G) the initial Interest Period or Interest Periods applicable to Incremental Term Loans or Term Loan Commitments of such tranche and (H) any voluntary or mandatory prepayment requirements or Term Loan Commitment reductions applicable to Incremental Term Loans or Term Loan Commitments of such tranche and any restrictions on the voluntary or mandatory prepayment or reduction of Incremental Term Loans or Term Loan Commitments of tranches established after such tranche (it being understood that any such mandatory prepayments may be applied to Term Loans prior to being applied to any Revolving Loans), and implementing such additional amendments to this Agreement as shall be appropriate to give effect to the foregoing terms and to provide the rights and benefits of this Agreement and other Loan Documents to the Incremental Term Loans of such tranche, and such amendment will be effective to amend this Agreement and the other Loan Documents on the terms set forth therein without the consent of any other Lender or the Swing Line Lender. Except as contemplated by the preceding sentence, the terms of any Incremental Term Loans established under this Section shall be the same as those of the Incremental Term Loans existing at the time such new Incremental Term Loans were made. Notwithstanding the foregoing, (1) except as provided in clauses (A) through (H) above, no Incremental Term Loan Amendment shall alter the rights of any Lender (other than the Incremental Lenders) in a manner that would not be permitted under Section 15.1 without the consent of such Lender unless such consent shall have been obtained, (2) no Incremental Term Loans shall (A) have a maturity date earlier than the Latest Maturity Date without the prior written consent of Lenders holding a majority of the principal amount of the Commitments or the Incremental Term Loans of any tranche maturing prior to such date, (B) have scheduled amortization of more than 5% of the original principal amount of such Incremental Term Loan per annum or (C) have mandatory prepayment terms other than customary mandatory prepayments from proceeds of assets sales and casualty events (with customary reinvestment rights), the incurrence of Debt not otherwise permitted hereunder and annual excess cash flow and (3) if the initial yield on any new tranche of Incremental Term Loans (which shall be determined by the Administrative Agent and shall include the applicable interest rate and any original issue discount or upfront fees (but exclusive of any arrangement, structuring or other fees payable to any arrangers in connection therewith that are not shared with all Incremental Lenders providing such Incremental Term Loans), with any original issue discount or upfront fees being equated to interest based on an assumed four-year life to maturity) exceeds by more than 50 basis points (the amount of such excess above 50 basis points being referred to in each case as the “Yield Differential”), the interest rate then in effect for any existing tranche of Incremental Term Loans, then the applicable interest rate in effect for such existing tranche of Incremental Term Loans shall automatically be increased by the applicable Yield Differential, effective upon the making of such new Incremental Term Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Amendment. (d) Notwithstanding the foregoing, no Incremental Commitments or Incremental Term Loans shall be made or established, and no Incremental Term Loan Amendment shall become effective, unless (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to any arrangements for such Incremental Commitments or Incremental Term Loans; (ii) all other fees and expenses owing in respect of such increase to the purchase of the Shares of a defaulting Underwriter by you Administrative Agent and the Company as provided in subsection Lenders will have been paid; (aiii) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Fiscal Quarter after giving effect to such Commitment Increase or Incremental Term Loans and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant determination period but prior to or simultaneous with the borrowing of such Incremental Commitments or Incremental Term Loans, as the case may be, and provided that for purposes of calculating the Total Debt to EBITDA Ratio, any Commitment Increases that are drawn substantially simultaneous with the effectiveness of such Commitment Increase shall be given pro forma effect; and (iv) the Company shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction. (e) Upon the making of any Incremental Term Loan or the effectiveness of any Incremental Commitment of any Incremental Lender that is not exercise already a Lender pursuant to this Section, such Incremental Lender shall be deemed to be a “Lender” (and a Lender in respect of Loans of the right described applicable facility or tranche) hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (or Lenders in subsection (brespect of the applicable facility or tranche) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriterhereunder and shall be bound by all agreements, then this Agreement (or, with respect to the Second Time of Delivery, the acknowledgements and other obligations of the Underwriters to purchase and Lenders (or Lenders in respect of the Company applicable facility or tranche) hereunder. After giving effect to sell any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Optional SharesLenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder (an “Incremental Revolving Loan”) shall thereupon terminatebe deemed, without liability on for all purposes, a Revolving Loan. The Administrative Agent may elect or decline to arrange the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne increase in Commitment sought by the Company and but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Underwriters as provided Administrative Agent in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultsuch efforts.

Increase in Commitment. Provided there exists no Default, the Borrower on behalf of the Borrower and Guarantors may, on any Business Day after the date hereof, without the consent of any Bank but with the written consent of the Administrative Agent, each Letter of Credit Issuer and the Swing Lender (awhich consents shall not be unreasonably withheld or delayed), increase the aggregate amount of the Commitments by delivering a Commitment Amount Increase Request at least five (5) If Business Days prior to the desired effective date of such increase (the "Commitment Amount Increase") identifying an additional Bank (or additional Commitment agreed to be made by any Underwriter existing Bank) and the amount of its Commitment (or additional amount of its Commitment); provided, however, that any increase in the aggregate amount of the Commitments when added to the "Commitments" under the US Credit Agreements to an amount in excess of U.S. $450,000,000 will require the approval of the Required Banks; provided further that prior to approaching an additional Bank, the Borrower shall default have offered to the existing Banks the opportunity to increase their respective Commitments. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, each new Bank (or, if applicable, each existing Bank which consented to an increase in its obligation to purchase the Shares which it has agreed to purchase hereunder at a Time of Delivery, you may Commitment) shall advance Loans in your discretion arrange for you or another party or other parties to purchase an amount sufficient such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company its Loan each Bank shall have the right to require each non-defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase outstanding its pro rata share (based of Loans. It shall be a condition to such effectiveness that no Euro-Canadian Dollar Loans be outstanding on the number date of Shares which such Underwriter agreed to purchase hereunder) effectiveness and that the Borrower shall not have terminated any portion of the Shares Commitment pursuant to Section 2.8 hereof. The Borrower agrees to pay any out-of-pocket expenses of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect the Administrative Agent relating to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement (or, with respect Commitment Amount Increase. Notwithstanding anything herein to the Second Time of Deliverycontrary, the obligations of the Underwriters no Bank shall have any obligation to purchase increase its Commitment and of the Company no Bank's Commitment shall be increased without its consent thereto, and each Bank may at its option, unconditionally and without cause, decline to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for increase its defaultCommitment.

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

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

Increase in Commitment. The Borrower may, on any Business Day prior to the Termination Date, with the written consent of the Administrative Agent, increase the aggregate amount of the Commitment by delivering an Increase Request substantially in the form attached hereto as Exhibit G (or in such other form acceptable to the Administrative Agent) to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Revolver Increase”) identifying an additional Lender (or additional Commitment for an existing Lender) and the additional amount of its Commitment (or additional amount of its Commitment; provided, however, that: (a) If the aggregate amount of all such Revolver Increases shall not exceed $20,000,000 and any Underwriter such Revolver Increase shall default be in its obligation to purchase the Shares which it has an amount not less than $2,000,000 (or such lesser amount then agreed to purchase hereunder at a Time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Shares on by the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares.Administrative Agent); (b) Ifno Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Revolver Increase; and (c) each of the representations and warranties set forth in Section 6 and in the other Loan Documents shall be and remain true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) on the effective date of such Revolver Increase, except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date of the Revolver Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, Schedule 2.2 shall be deemed amended to reflect the Revolver Increase and the new Lender (or, if applicable, existing Lender) shall advance Revolving Loans in an amount sufficient such that after giving effect to its Revolving Loans each Lender shall have outstanding its Revolver Percentage of all Revolving Loans outstanding under the Commitments. It shall be a condition to such effectiveness that (A) if any arrangements for Eurodollar Loans are outstanding on the purchase date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Administrative Agent pursuant to Section 4.5 and (B) the Borrower shall not have terminated any portion of the Shares of a defaulting Underwriter by you Commitment pursuant to Section 2.11. ▇▇▇▇▇▇▇▇ agrees to pay the reasonable and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased does not exceed onedocumented out-eleventh of-pocket expenses of the aggregate number Administrative Agent (including reasonable attorney’s fees of all the Shares to be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunderoutside counsel) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect relating to any arrangements for Revolver Increase. Notwithstanding anything herein to the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) abovecontrary, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company Administrative Agent shall not exercise the right described in subsection (b) above have any obligation to require a non-defaulting Underwriter increase its Commitment, and Administrative Agent may at its option, unconditionally and without cause, decline to purchase Shares of a defaulting Underwriter, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for increase its defaultCommitment.

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

Increase in Commitment. (a) If The Borrower may increase the aggregate amount of the Commitments by an amount not greater than $10,000,000 (any Underwriter shall default such increase, a "Commitment Increase") by designating either one or more of the existing Lenders (each of which, in its obligation sole discretion, may determine whether and to purchase what degree to participate in such Commitment Increase) or one or more Eligible Assignees reasonably acceptable to the Shares Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an "Increasing Lender") and, in the case of any other Eligible Assignee (an "Additional Lender"), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which it has agreed to purchase hereunder at shall promptly provide a Time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase copy of such Shares, then notice to the Company Lenders. (b) Any Commitment Increase shall be entitled to a further period become effective upon (A) the receipt by the Administrative Agent of thirty-six hours within which to procure another party or other parties (i) an agreement in form and substance satisfactory to you the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such Shares. opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (bB) Ifthe funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to any arrangements for such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the purchase Borrower in this Agreement are true and correct in all material respects as of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh date of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultCommitment Increase. (c) IfIf any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender's Commitment Increase and, in the case of an Additional Lender, such Additional Lender's Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender's Commitment Increase and, in the case of an Additional Lender, such Additional Lender's Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to any arrangements for such Commitment Increase and the purchase Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Shares Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 9.07(b) in connection with such Commitment Increase. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of a defaulting Underwriter by you any Commitment Increase and the Company as provided in subsection making of any Loans on such date pursuant to paragraph (ac) above, the aggregate number all calculations and payments of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of DeliveryFacility Fees, or if the Company shall not exercise the right described in subsection (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase Utilization Fees and of the Company to sell the Optional Shares) shall thereupon terminate, without liability interest on the part Loans comprising any Loan shall take into account the actual Commitment of any non-defaulting Underwriter or each Lender (including the Company, except for the expenses to be borne by the Company Additional Lender) and the Underwriters as provided in Section 6 hereof and principal amount outstanding of each Loan made by each such Lender during the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultrelevant period of time.

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

Increase in Commitment. (a) If any Underwriter shall default in its obligation to purchase After the Shares which it has agreed to purchase hereunder at a Time of DeliveryClosing Date, you may in your discretion arrange for you or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company Borrower shall have the right to postpone request that the Agent obtain additional Revolving Commitments (the “Additional Commitments”) so that the Revolving Commitments aggregate an amount equal to Three Hundred Fifty Million Dollars ($350,000,000) (the “Increased Facility Amount”), each which request shall be made by the Borrower giving written notice (the “Additional Commitment Notice”) to the Agent setting forth such Time details with respect thereto as are reasonably requested by the Agent. Upon such request, the Agent shall, at the Borrower’s sole cost and expense of Delivery documentation and legal fees in connection therewith and subject to the agreement between the Borrower and Agent regarding fees for a period of not more than seven daysarranging and syndicating such Additional Commitments, use its reasonable efforts, in order accordance with its customary syndication procedures, with the assistance of the Borrower, to arrange a syndicate of lenders with Revolving Commitments (including the initial Revolving Commitments), aggregating the Increased Facility Amount on or before the date which is ninety (90) days after the Additional Commitment Notice was received by the Agent (the “Syndication Expiration Date”). The Agent shall first offer to the existing Lenders the option to participate in the proposed Additional Commitments to the extent of each Lender’s pro rata share of the proposed Additional Commitments prior to proposing additional bank syndicate members. If any existing Lender shall not agree to provide its pro rata share of the proposed Additional Commitments within 10 days after receipt from the Agent of a request to accept such pro-rata share of the proposed Additional Commitments, prior to commencing syndication, the Agent shall submit a list of proposed bank syndicate members (who indicate a willingness to accept all or a portion of the amount of the proposed Additional Commitments) to the Borrower; provided that, notwithstanding any existing Lender’s rejection of its pro rata share of the proposed Additional Commitments, such existing Lender shall remain a Lender hereunder, subject to the terms and conditions hereof. From and after the Syndication Expiration Date, the Agent shall have no further obligation to syndicate the facility or to obtain or accept any additional Commitments. Notwithstanding the foregoing, during the period after the giving of the Additional Commitment Notice and prior to the Syndication Expiration Date, the Lender which is the Agent shall have the right, at its option, to commit to make the Additional Commitments available to the Borrower and, if the Lender which is the Agent shall so elect to commit to making the Additional Commitments available to the Borrower, to arrange a syndicate of Lenders with Revolving Commitments aggregating the Increased Facility Amount. In the event that lenders commit to any such increase, any new lender shall execute an accession agreement to this Agreement, the Revolving Commitments of the existing Lenders which have committed to provide any of the Additional Commitments shall be increased, the pro rata shares of the Lenders shall be adjusted, the Borrower shall make such borrowings and repayments as shall be necessary to effect whatever the reallocation of the Commitments, and other changes may thereby shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Revolving Commitments or make new Revolving Commitments in response to the Borrower’s request for an increase in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees aggregate Commitments pursuant to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party 2.24 and which other changes do not adversely affect the rights of those Lenders who do not elect to this Agreement with respect to such Sharesincrease their respective Revolving Commitments, in each case without the consent of the Lenders other than those Lenders increasing their Revolving Commitments. (b) IfNotwithstanding the foregoing, after giving effect to any arrangements for an increase in the purchase aggregate amount of the Shares Revolving Commitments shall be effective only if (i) no Default or Event of a defaulting Underwriter Default shall have occurred and be continuing on the date such increase is to become effective; (ii) each of the representations and warranties made by you the Borrower in this Agreement and the Company other Loan Documents shall be true and correct on and as provided in subsection (a) above, of the aggregate number date of the Additional Commitment Notice and the date such increase is to become effective with the same force and effect as if made on and as of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement date (or, if any such representation or warrant is expressly stated to have been made as of a specific date, as of such specific date); (iii) the Agent shall have received such documents and certificates as the Agent or its counsel may reasonably request relating to the authorization of such increase; and (iv) the Agent shall have received payment by the Borrower of the additional syndication and arrangement fees described in Section 2.24(a) with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultAdditional Commitment.

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

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

Increase in Commitment. (a) If any Underwriter shall default in its obligation to purchase After the Shares which it has agreed to purchase hereunder at a Time of DeliveryClosing Date, you may in your discretion arrange for you or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company Borrower shall have the right to postpone request that the Agent obtain additional Revolving Commitments (the “Additional Commitments”) so that the Revolving Commitments aggregate an amount equal to Five Hundred Million Dollars ($500,000,000) (the “Increased Facility Amount”), each which request shall be made by the Borrower giving written notice (the “Additional Commitment Notice”) to the Agent setting forth such Time details with respect thereto as are reasonably requested by the Agent. Upon such request, the Agent shall, at the Borrower’s sole cost and expense of Delivery documentation and legal fees in connection therewith and subject to the agreement between the Borrower and Agent regarding fees for a period of not more than seven daysarranging and syndicating such Additional Commitments, use its reasonable efforts, in order accordance with its customary syndication procedures, with the assistance of the Borrower, to arrange a syndicate of lenders with Revolving Commitments (including the initial Revolving Commitments), aggregating the Increased Facility Amount on or before the date which is ninety (90) days after the Additional Commitment Notice was received by the Agent (the “Syndication Expiration Date”). The Agent shall first offer to the existing Lenders the option to participate in the proposed Additional Commitments to the extent of each Lender’s pro rata share of the proposed Additional Commitments prior to proposing additional bank syndicate members. If any existing Lender shall not agree (in its sole discretion) to provide its pro rata share of the proposed Additional Commitments within 10 days after receipt from the Agent of a request to accept such pro-rata share of the proposed Additional Commitments (any such Lender not responding within such 10-day period shall be deemed to have declined participation in such proposed Additional Commitments), prior to commencing syndication, the Agent shall submit a list of proposed bank syndicate members (who indicate a willingness to accept all or a portion of the amount of the proposed Additional Commitments) to the Borrower; provided that, notwithstanding any existing Lender’s rejection of its pro rata share of the proposed Additional Commitments, such existing Lender shall remain a Lender hereunder, subject to the terms and conditions hereof. From and after the Syndication Expiration Date, the Agent shall have no further obligation to syndicate the facility or to obtain or accept any additional Commitments. Notwithstanding the foregoing, during the period after the giving of the Additional Commitment Notice and prior to the Syndication Expiration Date, the Lender which is the Agent shall have the right, at its option, to commit to make the Additional Commitments available to the Borrower and, if the Lender which is the Agent shall so elect to commit to making the Additional Commitments available to the Borrower, to arrange a syndicate of Lenders with Revolving Commitments aggregating the Increased Facility Amount. In the event that lenders commit to any such increase, any new lender shall execute an accession agreement to this Agreement, the Revolving Commitments of the existing Lenders which have committed to provide any of the Additional Commitments shall be increased, the pro rata shares of the Lenders shall be adjusted, the Borrower shall make such borrowings and repayments as shall be necessary to effect whatever the reallocation of the Commitments, and other changes may thereby shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Revolving Commitments or make new Revolving Commitments in response to the Borrower’s request for an increase in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees aggregate Commitments pursuant to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party 2.24 and which other changes do not adversely affect the rights of those Lenders who do not elect to this Agreement with respect to such Sharesincrease their respective Revolving Commitments, in each case without the consent of the Lenders other than those Lenders increasing their Revolving Commitments. (b) IfNotwithstanding the foregoing, after giving effect to any arrangements for an increase in the purchase aggregate amount of the Shares Revolving Commitments shall be effective only if (i) no Default or Event of a defaulting Underwriter Default shall have occurred and be continuing on the date such increase is to become effective; (ii) each of the representations and warranties made by you the Borrower in this Agreement and the Company other Loan Documents shall be true and correct on and as provided in subsection (a) above, of the aggregate number date of the Additional Commitment Notice and the date such increase is to become effective with the same force and effect as if made on and as of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement date (or, if any such representation or warrant is expressly stated to have been made as of a specific date, as of such specific date); (iii) the Agent shall have received such documents and certificates as the Agent or its counsel may reasonably request relating to the authorization of such increase; and (iv) the Agent shall have received payment by the Borrower of the additional syndication and arrangement fees described in Section 2.24(a) with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultAdditional Commitment.

Increase in Commitment. (a) If Borrowers may, at any Underwriter time, but no more than 3 times during the term hereof, deliver a written request to Agent to increase the Commitment. Any such written request shall default specify the amount of the increase in its obligation the Commitment that Borrowers are requesting, provided, that, (i) in no event shall the aggregate amount of any such increase in the Commitment cause the Commitment to purchase the Shares which it has agreed to purchase hereunder at a Time of Deliveryexceed $125,000,000, you may in your discretion arrange for you or another party or other parties to purchase (ii) such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company request shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right to postpone such Time of Delivery for a period an increase of not less than the lesser of (x) $10,000,000 and (y) the remaining amount which Borrower may request pursuant to this Section 2.2, (iii) any such request shall be irrevocable, and (iv) in no event shall more than seven days, in order one such written request be delivered to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or Agent in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Sharescalendar quarter. (b) IfUpon the receipt by Agent of any such written request, after giving effect to any arrangements for the purchase Agent shall notify each of the Shares Lenders of such request and each Lender shall have the option (but not the obligation) to increase the amount of its Commitment by an amount up to its Pro Rata Share of the amount of the increase in the Commitment requested by Borrowers as set forth in the notice from Agent to such Lender. Each Lender shall notify Agent within 15 days after the receipt of such notice from Agent whether it is willing to so increase its Commitment, and if so, the amount of such increase; provided, that, (i) the minimum increase in the Commitment of each such Lender providing the additional Commitment shall equal or exceed $5,000,000, and (ii) no Lender shall be obligated to provide such increase in its Commitment and the determination to increase the Commitment of a defaulting Underwriter by you Lender shall be within the sole and the Company as provided in subsection (a) above, absolute discretion of such Lender. If the aggregate number amount of such Shares which remains unpurchased the increases in the Commitments received from the Lenders does not equal or exceed one-eleventh the amount of the increase in the Commitment requested by Borrowers, Agent may seek additional increases from Lenders or Commitments from such Eligible Transferees as it may determine. In the event Lenders (or Lenders and any such Eligible Transferee, as the case may be) have committed in writing to provide increases in their Commitments or new Commitments in an aggregate number amount in excess of all the Shares to be purchased at such Time of Deliveryincrease in the Commitment requested by Borrowers or permitted hereunder, Agent shall then the Company shall have the right to require each non-defaulting Underwriter allocate such Commitments, first to purchase the number of shares which such Underwriter agreed Lenders and then to purchase hereunder at such Time of Delivery andEligible Transferees, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultamounts and manner as Agent may determine. (c) IfThe Commitment shall be increased by the amount of the increase in Commitments from Lenders or new Commitments from Eligible Transferees, in each case selected in accordance with Section 2.2(b) above, for which Agent has received Assignment and Acceptances on the date requested by Borrowers for the increase or such other date as Agent and Borrowers may agree (but subject to the satisfaction of the conditions set forth below), only if the aggregate amount of the increase in Commitments and new Commitments, as the case may be, are in an amount sufficient to satisfy the amount of the increase in the Commitment requested by Borrowers in accordance with the terms hereof, effective on the date that Agent notifies Administrative Borrower that each of the following conditions have been satisfied (such date being the “Commitment Increase Effective Date”), which notice shall be given promptly after the date on which Agent becomes aware that each such condition has been satisfied: (i) No Default or Event of Default shall have occurred and be continuing; (ii) Agent shall have received from each Lender or Eligible Transferee that is providing an additional Commitment as part of the increase in the Commitment, an Assignment and Acceptance duly executed by such Lender or Eligible Transferee and Borrowers; (iii) the conditions precedent to the making of Advances set forth in Section 3.2 shall be satisfied as of the Commitment Increase Effective Date, both before and after giving effect to such increase; (iv) Agent shall have received an opinion of counsel to Borrowers in form and substance and from counsel reasonably satisfactory to Agent and Lenders addressing such matters as Agent may reasonably request (including an opinion as to no defaults or violations under other material Indebtedness for borrowed money); (v) such increase in the Commitment on the Commitment Increase Effective Date shall not violate any arrangements term or provisions of any applicable law, regulation or order or decree of any court or other Governmental Authority and shall not be enjoined, temporarily, preliminarily or permanently; (vi) there shall have been paid to each Lender and Eligible Transferee, in each case, providing an additional Commitment in connection with such increase in the Commitment all fees set forth in the Fee Letter and all expenses due and payable to such Person on or before the Commitment Increase Effective Date; and (vii) there shall have been paid to Agent, for the purchase account of Agent and Lenders (in accordance with any agreement among them) all fees and expenses (including reasonable fees and expenses of counsel) due and payable pursuant to any of the Shares Loan Documents on or before the Commitment Increase Effective Date to the extent relating to such increase. (d) As of a defaulting Underwriter by you each Commitment Increase Effective Date, each reference to the term Commitment herein, and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh any of the aggregate number of all other Loan Documents shall be deemed amended to mean the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement (or, with respect to the Second Time of Delivery, the obligations amount of the Underwriters Commitment specified in the most recent written notice from Agent to purchase and Borrowers of the Company increase in the Commitment, which written notice shall be provided by Agent to sell the Optional Shares) shall thereupon terminate, without liability Administrative Borrower on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultapplicable Commitment Increase Effective Date.

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

Increase in Commitment. Unless a Potential Event of Default or an Event of Default has occurred and is continuing, the Borrower, by written notice to the Administrative Agent (awhich shall promptly notify each of the Lenders), may request on up to five (5) If occasions during the term of this Agreement that the Revolving Credit Commitment be increased by an amount not less than $25,000,000 per request and not more than $250,000,000 in the aggregate (such that the Revolving Credit Commitment after such increase(s) shall never exceed $750,000,000); PROVIDED that for any Underwriter such request (i) the Borrower shall default in not have requested the one-year extension of the Revolving Credit Termination Date pursuant to the definition thereof, (ii) any Lender that is a party to this Agreement prior to such request for an increase, at its sole discretion, may elect to increase its Revolving Credit Commitment but shall not have any obligation to purchase so increase its Revolving Credit Commitment, and (iii) in the Shares which it has agreed event that each Lender does not elect to purchase hereunder at a Time of Deliveryincrease its Revolving Credit Commitment, you may in your discretion arrange for you or another party or other parties the Arrangers shall use commercially reasonable efforts to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange locate additional lenders willing to hold commitments for the purchase requested increase, subject to the approval of any such Sharesproposed lender by the Borrower, then and the Company shall be entitled Borrower may also identify additional lenders willing to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged hold commitments for the purchase of such Sharesrequested increase, or PROVIDED that the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company Administrative Agent shall have the right to postpone approve any such Time additional lender, which approval will not be unreasonably withheld or delayed. In the event that lenders commit to any such increase, the Revolving Credit Commitments of Delivery for a period the committed Lenders shall be increased, the Pro Rata Shares of not more than seven daysthe Lenders shall be adjusted, new Notes shall be issued, the Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Revolving Credit Loans, and other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Revolving Credit Commitments or make new Revolving Credit Commitments pursuant to this Section 2.1(b), in order to effect whatever changes may thereby be made necessary each case without requiring the consent of the Lenders other than those Lenders increasing their Revolving Credit Commitments. The fees payable by the Borrower upon any such increase in the Registration Statement or Revolving Credit Commitments shall be agreed upon by the Prospectus, or in any other documents or arrangements, Arrangers and the Company agrees to file promptly any amendments to Borrower at the Registration Statement or time of such increase. Notwithstanding the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used foregoing, nothing in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares2.1(b) shall thereupon terminate, without liability on the part of constitute or be deemed to constitute an agreement or commitment by any non-defaulting Underwriter or the Company, except for the expenses Lender to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for increase its defaultRevolving Credit Commitment hereunder.

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

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

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

Increase in Commitment. Unless a Potential Event of Default or an Event of Default has occurred and is continuing, the Borrower, by written notice to the Administrative Agent (awhich shall promptly notify each of the Lenders), may request on up to five (5) If occasions during the term of this Agreement that the Revolving Credit Commitment be increased by an amount not less than $25,000,000 per request and not more than $280,000,000 in the aggregate (such that the Revolving Credit Commitment after such increase(s) shall never exceed $750,000,000); provided that for any Underwriter such request (i) the Borrower shall default in not have requested the one-year extension of the Revolving Credit Termination Date pursuant to the definition thereof, (ii) any Lender that is a party to this Agreement prior to such request for an increase, at its sole discretion, may elect to increase its Revolving Credit Commitment but shall not have any obligation to purchase so increase its Revolving Credit Commitment, and (iii) in the Shares which it has agreed event that each Lender does not elect to purchase hereunder at a Time of Deliveryincrease its Revolving Credit Commitment, you may in your discretion arrange for you or another party or other parties the Arrangers shall use commercially reasonable efforts to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange locate additional lenders willing to hold commitments for the purchase requested increase, subject to the approval of any such Sharesproposed lender by the Borrower, then and the Company shall be entitled Borrower may also identify additional lenders willing to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged hold commitments for the purchase of such Sharesrequested increase, or provided that the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company Administrative Agent shall have the right to postpone approve any such Time additional lender, which approval will not be unreasonably withheld or delayed. In the event that lenders commit to any such increase, the Revolving Credit Commitments of Delivery for a period the committed Lenders shall be increased, the Pro Rata Shares of not more than seven daysthe Lenders shall be adjusted, new Notes shall be issued, the Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Revolving Credit Loans, and other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Revolving Credit Commitments or make new Revolving Credit Commitments pursuant to this Section 2.1(b), in order to effect whatever changes may thereby be made necessary each case without requiring the consent of the Lenders other than those Lenders increasing their Revolving Credit Commitments. The fees payable by the Borrower upon any such increase in the Registration Statement or Revolving Credit Commitments shall be agreed upon by the Prospectus, or in any other documents or arrangements, Arrangers and the Company agrees to file promptly any amendments to Borrower at the Registration Statement or time of such increase. Notwithstanding the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used foregoing, nothing in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares2.1(b) shall thereupon terminate, without liability on the part of constitute or be deemed to constitute an agreement or commitment by any non-defaulting Underwriter or the Company, except for the expenses Lender to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for increase its defaultRevolving Credit Commitment hereunder.

Increase in Commitment. (a) If any Underwriter Provided that no Event of Default, Unmatured Event of Default or Manager Termination Event shall default in its obligation exist and be continuing, upon written notice to purchase the Shares which it has agreed Administrative Agent, the Lead Borrower may request prior to purchase hereunder at a Time end of Deliverythe Availability Period, you may in your discretion arrange for you or another party or other parties to purchase such Shares on that each of the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event that, within the Lenders ratably increase their respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven daysCommitment Amount, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if an aggregate amount such person had originally been a party to this Agreement with respect to such Shares. (b) If, that after giving effect to such request the total Commitment Amount shall not exceed $700,000,000. Such notice |US-DOCS\161499384.7|| shall specify (i) the aggregate amount of such increase and (ii) the time period within which the Lenders are requested to respond to the Lead Borrower’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Administrative Agent). Each Lender shall notify the Administrative Agent and the Lead Borrower within the applicable time period (which shall not be less than ten (10) Business Days) whether or not such Lender agrees, in its sole discretion, to make such ratable increase to such ▇▇▇▇▇▇’s Commitment Amount or otherwise agrees to any arrangements for lesser increase in its Commitment Amount. Any Lender not responding within such time period shall be deemed to have declined to consent to an increase in such ▇▇▇▇▇▇’s Commitment Amount. If the purchase Commitment Amount of any Lender is increased in accordance with this Section 2.19, the Lenders and the Lead Borrower shall determine the effective date of such Commitment Amount increase and shall enter into such documents as agreed to by such parties to document such increase. The Administrative Agent (at the written direction of the Shares of a defaulting Underwriter by you Lead Borrower) and the Company as provided in subsection (a) aboveBorrowers are expressly permitted, with the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh consent of the aggregate number of all the Shares Required Lenders (not to be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in additionunreasonably withheld), to require each non-defaulting Underwriter amend this Agreement to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) extent necessary or appropriate in the reasonable opinion of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving Administrative Agent in consultation with the Lenders to give effect to any arrangements for increase pursuant to this Section 2.19; provided that no such amendment shall materially and adversely affect the purchase rights or interests of the Shares of a defaulting Underwriter by you and the Company any Lenders, as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement (or, with respect certified to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne Administrative Agent by the Company Lead Borrower and absent express written objection by the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultRequired Lenders.

Increase in Commitment. (a) If The Company may, at its option any Underwriter time before the Termination Date, seek to (i) increase the Commitment (any such increase, a “Commitment Increase”) or (ii) establish one or more new term loan commitments (“Term Loan Commitments” and, together with any Commitment Increase, the “Incremental Commitments”) of an existing tranche of term loans or a separate tranche of new term loans (any such term loans, the “Incremental Term Loans”) upon written notice to Administrative Agent; provided that the aggregate principal amount of all Incremental Commitments shall default in its obligation to purchase the Shares which it has agreed to purchase hereunder at a Time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Sharesexceed $100,000,000. (b) IfAny such notice delivered to Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than 10 Business Days after giving effect the date on which such notice is delivered to Administrative Agent and (iii) the identity of each Incremental Lender to whom the Company proposes any arrangements for portion of such Commitment Increase be allocated and the purchase amounts of such allocations. Administrative Agent, subject to the consent of the Shares Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its sole discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other banks or entities reasonably acceptable to each of a defaulting Underwriter by you Administrative Agent, each Issuing Lender, the Swing Line Lender and the Company as provided which have expressed a desire to accept the increase in subsection (a) above, the aggregate number Commitment. Administrative Agent will then notify each existing Lender and Incremental Lender of such Shares which remains unpurchased does not exceed one-eleventh revised allocations of the aggregate number Commitment, including the desired increase. No Commitment Increase shall become effective until each of all the Shares to be purchased at Incremental Lenders extending such Time of Delivery, then Commitment Increase and the Company shall have delivered to Administrative Agent a document in form reasonably satisfactory to Administrative Agent pursuant to which any such Incremental Lender states the right amount of its Commitment Increase and agrees to require each non-defaulting Underwriter to purchase assume and accept the number obligations and rights of shares which a Lender hereunder, and the Company accepts such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultnew Commitments. (c) IfAny such notice delivered to Administrative Agent in connection with Term Loan Commitments shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Term Loan Commitments (which shall not be less than $25,000,000) sought by the Company, (ii) the Increased Amount Date, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Administrative Agent and (iii) the identity of each Incremental Lender. Each Incremental Lender, if not already a Lender hereunder, shall be reasonably acceptable to Administrative Agent and no Lender shall be required to participate in any Incremental Term Loans. On or after such Increased Amount Date, the Company, Administrative Agent and one or more Incremental Lenders may, and without the consent of any other Lender, amend this Agreement pursuant to an amendment agreement (an “Incremental Term Loan Amendment”) setting forth, to the extent applicable, the following terms of such Incremental Term Loans: (A) whether such Incremental Term Loans will be part of an existing tranche of Incremental Term Loans or part of a new and separate tranche, (B) the maturity or termination date applicable to the Incremental Term Loans or Term Loan Commitments of such tranche, (C) any amortization applicable to the Incremental Term Loans of such tranche, (D) the interest rate or rates applicable to the Incremental Term Loans of such tranche, (E) the fees applicable to the Incremental Term Loans or Term Loan Commitments of such tranche, (F) any original issue discount applicable to Incremental Term Loans or Term Loan Commitments of such tranche, (G) the initial Interest Period or Interest Periods applicable to Incremental Term Loans or Term Loan Commitments of such tranche and (H) any voluntary or mandatory prepayment requirements or Term Loan Commitment reductions applicable to Incremental Term Loans or Term Loan Commitments of such tranche and any restrictions on the voluntary or mandatory prepayment or reduction of Incremental Term Loans or Term Loan Commitments of tranches established after such tranche (it being understood that any such mandatory prepayments may be applied to Term Loans prior to being applied to any Revolving Loans), and implementing such additional amendments to this Agreement as shall be appropriate to give effect to the foregoing terms and to provide the rights and benefits of this Agreement and other Loan Documents to the Incremental Term Loans of such tranche, and such amendment will be effective to amend this Agreement and the other Loan Documents on the terms set forth therein without the consent of any other Lender, any Issuing Bank or the Swingline Lender. Except as contemplated by the preceding sentence, the terms of any Incremental Term Loans established under this Section shall be the same as those of the Incremental Term Loans existing at the time such new Incremental Term Loans were made. Notwithstanding the foregoing, (1) except as provided in clauses (A) through (H) above, no Incremental Term Loan Amendment shall alter the rights of any Lender (other than the Incremental Lenders) in a manner that would not be permitted under Section 15.1 without the consent of such Lender unless such consent shall have been obtained, (2) no Incremental Term Loans shall (A) have a maturity date earlier than the Latest Maturity Date without the prior written consent of Lenders holding a majority of the principal amount of the Commitments or the Incremental Term Loans of any tranche maturing prior to such date, (B) have scheduled amortization of more than 5% of the original principal amount of such Incremental Term Loan per annum or (C) have mandatory prepayment terms other than customary mandatory prepayments from proceeds of assets sales and casualty events (with customary reinvestment rights), the incurrence of Debt not otherwise permitted hereunder and annual excess cash flow, and (3) if the initial yield on any new tranche of Incremental Term Loans (which shall be determined by Administrative Agent and shall include the applicable interest rate and any original issue discount or upfront fees (but exclusive of any arrangement, structuring or other fees payable to any arrangers in connection therewith that are not shared with all Incremental Lenders providing such Incremental Term Loans), with any original issue discount being equated to interest based on an assumed four-year life to maturity) exceeds by more than 50 basis points (the amount of such excess above 50 basis points being referred to in each case as the “Yield Differential”), the interest rate then in effect for any existing tranche of Incremental Term Loans, then the applicable interest rate in effect for such existing tranche of Incremental Term Loans shall automatically be increased by the applicable Yield Differential, effective upon the making of such new Incremental Term Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Amendment. (d) Notwithstanding the foregoing, no Incremental Commitments or Incremental Term Loans shall be made or established, and no Incremental Term Loan Amendment shall become effective, unless (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to any arrangements for the purchase such Incremental Commitments or Incremental Term Loans; (ii) all other fees and expenses owing in respect of the Shares of a defaulting Underwriter by you such increase to Administrative Agent and the Company as provided in subsection Lenders will have been paid; (aiii) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12.2 as of the last day of the most recently ended Fiscal Quarter after giving effect to such Commitment Increase or Incremental Term Loans and other customary and appropriate pro forma adjustment events, including any acquisitions or dispositions after the beginning of the relevant determination period but prior to or simultaneous with the borrowing of such Incremental Commitments or Incremental Term Loans, as the case may be, and provided that for purposes of calculating the Total Debt to EBITDA Ratio, any Commitment Increases that are drawn substantially simultaneous with the effectiveness of such Commitment Increase shall be given pro forma effect; and (iv) the Company shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. (e) Upon the making of any Incremental Term Loan or the effectiveness of any Incremental Commitment of any Incremental Lender that is not exercise already a Lender pursuant to this Section, such Incremental Lender shall be deemed to be a “Lender” (and a Lender in respect of Loans of the right described applicable facility or tranche) hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (or Lenders in subsection (brespect of the applicable facility or tranche) above to require a non-defaulting Underwriter to purchase Shares of a defaulting Underwriterhereunder and shall be bound by all agreements, then this Agreement (or, with respect to the Second Time of Delivery, the acknowledgements and other obligations of the Underwriters to purchase and Lenders (or Lenders in respect of the Company applicable facility or tranche) hereunder. After giving effect to sell any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Optional SharesLenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitment. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder (an “Incremental Revolving Loan”) shall thereupon terminatebe deemed, without liability on for all purposes, a Revolving Loan. Administrative Agent may elect or decline to arrange the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne increase in Commitment sought by the Company and the Underwriters as provided but is under no obligation to arrange or consummate any such increase. The Company will cooperate with Administrative Agent in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultsuch efforts.