Common use of Increase in Commitments Clause in Contracts

Increase in Commitments. (a) The Company may, from time to time, by means of a letter delivered to the Administrative Agent substantially in the form of Exhibit K, request that the Aggregate Commitments be increased; provided that (i) any such increase in the Aggregate Commitments shall be in the amount of $25,000,000 or a higher integral multiple of $5,000,000 and (ii) the aggregate amount of all such increases shall not exceed $200,000,000. (b) Any increase in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4). (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. (a) The Company may, from At any time to time, by means of a letter delivered after the Effective Date and prior to the Administrative Agent substantially in Business Day immediately preceding the form of Exhibit KMaturity Date, request that the Aggregate Commitments be increased; provided that (i) any such increase in the Aggregate Commitments shall be in the amount of $25,000,000 or a higher integral multiple of $5,000,000 and (ii) the aggregate amount of all such increases shall not exceed $200,000,000. (b) Any increase in the Aggregate Commitments Borrower may be effected by (i) increasing the Commitment of effectuate one or more Lenders that have agreed to increases in the aggregate Commitments (each such increase and/or (ii) subject to clause (cbeing a “Commitment Increase”), adding by designating either one or more commercial banks or other Persons as a party hereto of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its Commitment as such Lender shall so select (each, an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (each, an “Additional Lender”) with ), to become a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant party to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative AgentAgreement as a Lender; provided, the Company andhowever, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) no Default of Event of Default exists or would exist immediately prior to or after giving effect to such Commitment Increase, (ii) the Borrower is in compliance, on a pro forma basis after giving effect to any additional loans made on the effective date on of any such Commitment Increase, with Sections 6.10, 6.11 and 6.12 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the Company has financial statements required by Section 5.04(a) or 5.04(b) have been delivered or for which comparable financial statements have been filed with the SEC (and if such increase is requested prior to the Administrative Agent a certified copy delivery of resolutions of its board of directorsfinancial statements for the fiscal quarter ending March 31, 2018, the Borrower would be in form pro forma compliance with the covenants set forth in Sections 6.10, 6.11 and substance reasonably 6.12 for the fiscal quarter ending March 31, 2018 as if such ratios were then applicable), (iii) each such Commitment Increase shall be equal to at least $25,000,000 or such lesser amount acceptable to the Administrative Agent, authorizing (iv) all Commitments provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the existing Commitments, except as to upfront fees which may be as agreed to between the Borrower and such increase Increasing Lender or Additional Lender, as the case may be, and (v) the aggregate of all such Commitment Increases shall not exceed $150,000,000. The Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.24 to the Administrative Agent and the Lenders. This Section 2.24 shall not be construed to create any obligation on the Administrative Agent or any of the Lenders to advance or to commit to advance any credit to the Borrower or to arrange for any other person to advance or to commit to advance any credit to the Borrower. Further, Commitment Increases shall be guaranteed by the same Guarantors as guarantee the existing Facility, and shall be secured on a pari passu basis by the same Collateral as that securing the existing Facility. (b) The Commitment Increase shall become effective on the date (the “Increase Date”) on or prior to which each of following conditions shall have been satisfied: (i) the receipt by the Administrative Agent of (A) an agreement in form and substance reasonably satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitment, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender and (B) such evidence of appropriate authorization on the part of the Borrower with respect to such Commitment Increase and such legal opinions as the Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Commitment to be made by each such Lender to effect the prepayment requirement set forth in Section 2.12(b), (iii) receipt by the Administrative Agent of a certificate of an authorized officer of the Borrower certifying (A) compliance with the provisions of Sections 2.24(a)(i) and (ii) and (B) all representations and warranties made by the Administrative Agent has received Borrower in this Agreement are true and accepted the correct in all material respects (except that such materiality qualifier shall not be applicable increase letter to any representations and warranties that already are qualified or modified by materiality in the form text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of Annex 1 such earlier date (except that such materiality qualifier shall not be applicable to Exhibit K (any representations and warranties that already are qualified or modified by materiality in the case text thereof), and (iv) receipt by the Increasing Lender or Additional Lender, as applicable, of an increase in all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Borrower. (c) Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Loans shall take into account the actual Commitment of an existing Lender) or assumption letter in each Lender and the form principal amount outstanding of Annex 2 to Exhibit K (in each Revolving Credit Loan made by such Lender during the case relevant period of the addition of an Additional Lender)time. (d) No Additional Lender shall be added as a party hereto without the written consent On such Increase Date, each Lender's share of the Administrative Agent, the L/C Issuer and the Swing Line Exposure on such date shall automatically be deemed to equal such Lender's Pro Rata Percentage of such L/C Exposure (such Pro Rata Percentage for such Lender (which consents shall not to be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount determined as of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans Increase Date in accordance with each Lender’s Applicable Percentage, its Commitment on such date as a reallocation percentage of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans Total Commitment on the date of such increase (and date) without further action by any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4)party. (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. (a) The Company Borrower may, at its option, at any time or from time to timetime prior to the Termination Date, increase the Total Commitments by means up to $135,000,000 (the “Commitment Increase”) to an aggregate principal amount not to exceed $400,000,000 by requesting the existing Lenders or new lenders to commit to any such Commitment Increase; provided that: (i) no Lender shall be required to commit to any such increase; (ii) such increase shall be in an amount equal to at least $10,000,000 (or such lesser amount as agreed by the Administrative Agent) or a whole multiple of $1,000,000 in excess thereof; (iii) no such increase shall become effective unless at the time thereof and after giving effect thereto (A) no Default or Event of Default shall have occurred and be continuing, (B) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects; provided, further, that, to the extent any such representation and warranty is already qualified by materiality or reference to Material Adverse Effect, such representation shall be true and correct in all respects and (C) the Administrative Agent shall have received a letter certificate from Borrower to the effect of sub-clauses (A) and (B) of clause (iii); and (iv) no new lender shall become a Lender pursuant to this Section 2.21 unless such lender is an Eligible Assignee and the Administrative Agent and each Issuing Lender shall have given its prior written consent; provided, further, that such prior written consent shall (1) not be unreasonably withheld, conditioned or delayed and (2) only be required to the extent such consent would be required in connection with the assignment of Loans or Commitments to such new lender pursuant to Section 10.6. The Borrower shall be entitled to pay upfront or other fees to such lenders who extend credit pursuant to this Section 2.21 as the Borrower and such lenders may agree. Such increases in the Commitments shall become effective on the date (each such date, an “Increased Facility Closing Date”) specified in an activation notice delivered to the Administrative Agent no less than ten (10) Business Days prior to the effective date of such notice specifying the amount of the increase and the effective date thereof (or such earlier date as may be agreed by the Administrative Agent in its sole discretion). Each new lender that provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit KE, request that whereupon such New Lender shall become a Lender for all purposes and to the Aggregate same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. Unless otherwise agreed by Administrative Agent, on each Increased Facility Closing Date, Borrower shall borrow Revolving Loans under the relevant increased Commitments be increased; provided that (i) any such from each Lender participating in the relevant increase in the Aggregate Commitments shall be in an amount determined by reference to the amount of $25,000,000 each Type of Loan (and, in the case of Term Benchmark Loans, of each Tranche) which would then have been outstanding from such Lender if (x) each such Type or a higher integral multiple of $5,000,000 Tranche had been borrowed or effected on such Increased Facility Closing Date and (iiy) the aggregate amount of each such Type or Tranche requested to be so borrowed or effected had been proportionately increased, and, if applicable in connection with such increased Commitments, Borrower shall pay all such increases amounts due under Section 2.17. The Relevant Rate applicable to any Term Benchmark Loan borrowed pursuant to the preceding sentence shall not exceed $200,000,000. (b) Any increase equal the Relevant Rate then applicable to the Term Benchmark Loans of the other Lenders in the Aggregate Commitments may be effected by same Tranche (i) increasing or, until the Commitment expiration of one or more Lenders that have agreed to the then-current Interest Period, such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons rate as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by upon between Borrower and the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional relevant Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4). (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. (a) The Company may, from At any time to time, by means of a letter delivered after the Amendment No. 4 Effective Date but prior to the Administrative Agent substantially in Business Day immediately preceding the form of Exhibit KMaturity Date, request that the Aggregate Commitments be increased; provided that (i) any such increase in the Aggregate Commitments shall be in the amount of $25,000,000 or a higher integral multiple of $5,000,000 and (ii) the aggregate amount of all such increases shall not exceed $200,000,000. (b) Any increase in the Aggregate Commitments Borrower may be effected by (i) increasing the Commitment of effectuate one or more Lenders that have agreed to increases in the Commitments (each such increase and/or (ii) subject to clause (cbeing a “Commitment Increase”), adding by designating either one or more commercial banks or other Persons as a party hereto of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its Commitment as such Lender shall so select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional Lender”), to become a party to this Agreement as a Lender; provided, however, that (i) with each such Commitment Increase shall be equal to at least $10,000,000, (ii) all Commitments and Advances provided pursuant to a Commitment in an amount Increase shall be available on the same terms as those applicable to the corresponding type of Commitments and Advances except as to upfront fees which may be as agreed to by any between the Borrower and such Increasing Lender or Additional Lender. , as the case may be, and (ciii) Any increase in the Aggregate Commitments aggregate of all such Commitment Increases shall not exceed $20,000,000. The Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered 2.16 to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4). (f) This Section shall supersede any provision in Section 10.1 to the contrary.the

Increase in Commitments. The Borrower shall have the right upon at least fifteen (a15) The Company may, from time to time, by means of a letter delivered Business Days' prior written notice to the Administrative Agent substantially in the form of Exhibit K, request that to increase the Aggregate Commitments be increased; provided that Revolving Committed Amount by up to $25,000,000, in a single increase, at any time on or after the Closing Date, subject, however, in any such case, to satisfaction of the following conditions precedent: (i) any no Default or Event of Default shall have occurred and be continuing on the date on which such Aggregate Revolving Committed Amount increase is to become effective; (ii) the representations and warranties set forth in the Aggregate Commitments Section 5 of this Credit Agreement shall be true and correct in all material respects on and as of the amount date on which such Aggregate Revolving Committed Amount increase is to become effective (except to the extent they expressly relate to an earlier date); (iii) on or before the date on which such Aggregate Revolving Committed Amount increase is to become effective, the Administrative Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of $25,000,000 or a higher the Borrower and the Administrative Agent to be paid in connection with such increase; (iv) such Aggregate Revolving Committed Amount increase shall be an integral multiple of $5,000,000 and shall in no event be less than $5,000,000; and (iiv) such requested Aggregate Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (A) the aggregate Administrative Agent shall have received and accepted a corresponding amount of all such increases shall not exceed $200,000,000. (bAdditional Commitment(s) Any increase in pursuant to a commitment letter(s) acceptable to the Aggregate Commitments may be effected by (i) increasing the Commitment of Administrative Agent from one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered acceptable to the Administrative Agent and, with respect to any Lender that is not at such time a certified copy of resolutions of its board of directorsLender hereunder, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase Borrower and (iiB) the Administrative Agent each such Lender has received and accepted the applicable increase letter executed an agreement in the form of Annex 1 Schedule 3.4(c) hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the Administrative Agent and, with respect to Exhibit K (in any Lender that is not at such time a Lender hereunder, by the case of an increase in Borrower, with respect to the Additional Commitment of an existing such Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4). (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. (a) The Company On a single occasion during each year subsequent to the Restatement Date, the Borrower may, from time to time, by means of a letter delivered upon at least thirty (30) days’ notice to the Administrative Agent substantially (which shall promptly provide a copy of such notice to the Lenders), propose to increase the amount of the Commitments in an aggregate minimum amount of $25,000,000 and an aggregate maximum amount for all increases pursuant to this Section 2.13 not to exceed $325,000,000 (the form amount of Exhibit Kany such increase, request the “Increased Commitments”) provided that the Aggregate Administrative Agent shall have received a certificate signed by a Designated Officer dated as of the date of such increase in form and substance satisfactory to the Administrative Agent stating that the representations and warranties contained in Article V are true and correct in all material respects on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.13, the representations and warranties contained in Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b) of Section 6.01 and the representations and warranties contained in Section 5.06 shall be deemed to refer to the most recent financial statements furnished pursuant to subsection (b) of Section 6.01 and that no Default has occurred and is continuing. (b) The Borrower may offer the Increased Commitments be increased; provided that to: (i) any Lender party to this Agreement; provided, that any Lender offered an Increased Commitment shall have no obligation to accept such increase in the Aggregate Commitments shall be in the amount of $25,000,000 Increased Commitment; or a higher integral multiple of $5,000,000 and (ii) any other Eligible Assignee acceptable to the Administrative Agent and which agrees to become a party to this Agreement (an “Additional Lender”); provided that the Commitment of each such Lender or Additional Lender equals or exceeds $10,000,000. The sum of (1) the aggregate amount of all such Commitment increases shall not exceed $200,000,000. of any existing Lenders pursuant to this subsection (b) Any increase plus (2) the aggregate amount of any Commitments of Additional Lenders shall not in the Aggregate Commitments may be effected by (i) increasing aggregate exceed the Commitment total amount of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lenderthe Increased Commitments. (c) Any An increase in the Aggregate aggregate amount of the Commitments pursuant to this Section 2.14 2.13 shall be become effective three Business Days (or such other period agreed to upon the receipt by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment Agent of an agreement in form and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered substance satisfactory to the Administrative Agent signed by the Borrower, by each Additional Lender and by each other Lender whose Commitment is to be increased, setting forth the new Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a certified copy party to this Agreement and to be bound by all the terms and provisions hereof, together with such evidence of resolutions appropriate corporate authorization on the part of its board of directors, in form and substance reasonably acceptable the Borrower with respect to the Administrative Agent, authorizing Increased Commitments and such increase and (ii) opinions of counsel for the Borrower with respect to the Increased Commitments as the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional Lender)may reasonably request. (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4). (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. (a) The Company After the Restatement Date, the Borrower may, from time to time, by means of a letter delivered upon at least thirty (30) days’ notice to the Administrative Agent substantially (which shall promptly provide a copy of such notice to the Lenders), propose to increase the amount of the Commitments in an aggregate minimum amount of $25,000,000 and an aggregate maximum amount for all increases pursuant to this Section 2.13 not to exceed $400,000,000 (the amount of any such increase, the “Increased Commitments”; provided that for the avoidance of doubt, upon the utilization by the Borrower of an increase pursuant to this Section 2.13 on the Amendment No. 2 Effective Date (in the form aggregate principal amount of Exhibit K, request that $400,000,000) the Aggregate Commitments aggregate amount available to be increased; further increased under this Section 2.13 after the Amendment No. 2 Effective Date shall be $0.00) provided that (i) any such increase in the Aggregate Commitments shall be in the amount of $25,000,000 or a higher integral multiple of $5,000,000 and (ii) the aggregate amount of all such increases shall not exceed $200,000,000. (b) Any increase in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent shall have received a certified copy certificate signed by a Designated Officer dated as of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (the “Increase Effective Date”) in form and any substance satisfactory to the Administrative Agent stating that (x) the representations and warranties contained in Article V are true and correct in all material respects on and as of such prepayment or conversion date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.13, the representations and warranties contained in Section 5.05 shall be without premium or penalty but subject deemed to refer to the provisions most recent statements furnished pursuant to subsections (a) and (b) of Section 3.4)6.01 and the representations and warranties contained in Section 5.06 shall be deemed to refer to the most recent financial statements furnished pursuant to subsection (b) of Section 6.01 and (y) no Default has occurred and is continuing and (ii)(x) upon the reasonable request of any Lender or Additional Lender providing the Increased Commitments, made at least five days prior to the Increase Effective Date, the Borrower shall have provided to such Lender or Additional Lender, as applicable, and such Lender or Additional Lender, as applicable, shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least two days prior to the Increase Effective Date and (y) at least two days prior to the Increase Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, then the Borrower shall have delivered, to each Lender that so requests a Beneficial Ownership Certification. (fb) This Section The Borrower may offer the Increased Commitments to: (i) any Lender party to this Agreement; provided, that any Lender offered an Increased Commitment shall supersede have no obligation to accept such Increased Commitment; or (ii) any provision in Section 10.1 other Eligible Assignee acceptable to the contraryAdministrative Agent and which agrees to become a party to this Agreement (an “Additional Lender”); provided that the Commitment of each such Lender or Additional Lender equals or exceeds $10,000,000. The sum of (1) the aggregate amount of Commitment increases of any existing Lenders pursuant to this subsection (b) plus (2) the aggregate amount of any Commitments of Additional Lenders shall not in the aggregate exceed the total amount of the Increased Commitments. (c) An increase in the aggregate amount of the Commitments pursuant to this Section 2.13 shall become effective upon the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, by each Additional Lender and by each other Lender whose Commitment is to be increased, setting forth the new Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Increased Commitments and such opinions of counsel for the Borrower with respect to the Increased Commitments as the Administrative Agent may reasonably request.

Increase in Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) The Company may, from time to time, by means of the requested increase is in a letter delivered minimum amount equal to the Administrative Agent substantially in the form lesser of Exhibit K, request that the Aggregate Commitments be increased; provided that (i) any such increase $5,000,000, or (ii) the balance of the amount available under clause (b), and is offered on the same terms as existing Revolver Commitments, except for fees which shall be determined the applicable Lenders, (b) increases under this Section do not exceed $150,000,000 in the Aggregate aggregate, (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (d) no Default or Event of Default shall have occurred and be continuing, (e) the representations and warranties of the Obligors in the Loan Documentation shall be true and correct in the amount all material respects (other than (i) with respect to any representations and warranties that are made as of $25,000,000 or a higher integral multiple an earlier date which shall be true and correct in all material respects as of $5,000,000 such earlier date and (ii) the aggregate amount of any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all such increases shall not exceed $200,000,000. (b) Any increase in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed respects after giving effect to such qualification). Agent shall promptly notify Lenders of the requested increase and/or (ii) subject and, within 10 Business Days thereafter, each applicable Lender shall notify Agent if and to clause (c)what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment Eligible Assignees may issue additional Revolver Commitments, and become Lenders hereunder. Agent may allocate, in an amount agreed to by any such Additional Lender. (c) Any increase its reasonable discretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in the Aggregate Commitments pursuant to this Section 2.14 2.1.6 and 6.2 are satisfied, total Revolver Commitments shall be effective three Business Days increased by the requested amount (or such other period lesser amount committed by Lenders and Eligible Assignees) on a date agreed to upon by the Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and new and existing applicable Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the Company andincrease in and allocations of Revolver Commitments. On the effective date of an increase, all outstanding Revolver Loans, LC Obligations, and other exposures under the Revolver Commitments, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed)reallocated among Lenders, and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above settled by Agent if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges thatnecessary, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation Lenders’ adjusted shares of such Commitments. The terms and provisions of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving incremental Revolver Loans on the date of such increase (and any such prepayment or conversion shall will be without premium or penalty but subject identical to the provisions of Section 3.4). (f) This Section shall supersede any provision in Section 10.1 terms and conditions applicable to the contraryexisting Revolver Loans.

Increase in Commitments. (a) The Company From time to time on and after the Closing Date and prior to the Termination Date, ▇▇▇▇▇▇▇▇ may, from time to time, by means of a letter delivered upon at least 30 days’ notice to the Administrative Agent substantially in (which shall promptly provide a copy of such notice to the form Lenders), propose to increase the aggregate amount of Exhibit K, request that the Aggregate Commitments be increased; provided that by an amount which (i) any such increase in the Aggregate Commitments shall be in the amount of is not less than $25,000,000 or a higher and, if greater, an integral multiple of $5,000,000 in excess thereof, with respect to any such request and (ii) when aggregated with all prior and concurrent increases in the Commitments pursuant to this Section 2.21, is not in excess of $200,000,000. ▇▇▇▇▇▇▇▇ may increase the aggregate amount of all the Commitments by (x) having another lender or lenders (each, an “Additional Lender”) become party to this Agreement (subject to the consent of the Administrative Agent and each Issuing Bank (such increases consent not to be unreasonably withheld or delayed)), (y) agreeing with any Lender (with the consent of such Lender in its sole discretion) to increase its Commitment hereunder (each, an “Increasing Lender”) or (z) a combination of the procedures described in clauses (x) and (y) above; provided that no Lender shall not exceed $200,000,000be obligated to increase its Commitment without its consent. (b) Any increase in the Aggregate Commitments may pursuant to this Section 2.21 shall be effected by subject to satisfaction of the following conditions: (i) increasing Each Borrower shall deliver to the Commitment Administrative Agent a certificate dated as of one the applicable increase date duly executed by an Authorized Officer of such Borrower certifying and attaching the resolutions adopted by such Borrower approving or more Lenders that have agreed consenting to such increase; (ii) Each of the representations and warranties contained in Article V qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of the date of such increase with the same effect as if made on and as of such date, both immediately before and after giving effect to such increase and/or (ii) subject except to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by the extent any such Additional Lenderrepresentation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date); (iii) Immediately after giving effect to such increase and any Indebtedness to be incurred in connection therewith, ▇▇▇▇▇▇▇▇ shall be in compliance with the financial covenants set forth in Article VII (determined on a Pro Forma Basis for the Reference Period then most recently ended for which ▇▇▇▇▇▇▇▇ has delivered the financial statements required by Section 6.1 (and a Compliance Certificate)); and (iv) At the time of such increase, no Default or Event of Default shall have occurred and be continuing or would immediately result from such increase. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of Upon any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 2.21 (each, an “Additional Commitment”): (i) Each Additional Lender and Increasing Lender shall enter into a Joinder Agreement pursuant to which such Additional Lender or Increasing Lender shall, as of the effective date of such increase, undertake an Additional Commitment (or, in the case of an Increasing Lender, pursuant to which such Increasing Lender’s Commitment shall be increased in the agreed amount on such date) and Applicable Percentage such Additional Lender shall thereupon become (or, if an Increasing Lender, continue to be) a “Lender” for all purposes hereof. (ii) Each Borrower shall, as applicable, in coordination with the Administrative Agent, repay outstanding Loans and incur additional Loans from other Lenders, pursuant to a reallocation agreement or otherwise, so that the Lenders participate in each Borrowing pro rata on the basis of each Lender their respective Commitments (after giving effect thereto. The Company acknowledges that, to any increase in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments pursuant to this Section 2.21). Amounts payable under Section 2.18 as a result of the actions required to be taken under this Section 2.21 shall be paid in full by the applicable Borrower or Borrowers. (iii) If any such Additional Lender is a non-pro-rata increase Foreign Lender, such Additional Lender shall deliver the forms required by Section 2.17. (d) Each Additional Commitment shall be made on the same terms as the Commitments in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on existence immediately prior to the date of such increase Additional Commitment; provided, however, that (i) the interest rates, commitment fees and any upfront fees payable (collectively, the “Financing Terms”) pursuant to an Additional Commitment may be different than those payable pursuant to the Commitments in existence immediately prior to the date of such prepayment or conversion Additional Commitment (such Commitments, the “Existing Commitments”); (ii) all Additional Commitments made in connection with a single request by ▇▇▇▇▇▇▇▇ in accordance with Section 2.21(a) shall be without premium or penalty but subject made on the same Financing Terms; and (iii) if any Additional Commitment is made on Financing Terms more favorable (to the provisions applicable Lender) than are the Financing Terms of Section 3.4). (f) This Section the Existing Commitments, then the Financing Terms of the Existing Commitments shall supersede any provision in Section 10.1 be automatically increased to the contraryextent necessary to equal the Financing Terms of such Additional Commitment, and each Borrower agrees to execute any amendments and take any other actions that are reasonably requested by the Administrative Agent to document such increase; provided further that, in determining the Financing Terms of any Additional Commitment or the Existing Commitments, (x) upfront fees payable under the Existing Commitments or any Additional Commitment in the initial primary syndication thereof (with such upfront fees being equated to interest based on an assumed five-year life-to-maturity) and the effects of any and all interest rate floors shall be included; and (y) customary arrangement or commitment fees payable to the Arrangers or any of their respective Affiliates in connection with the Existing Commitments or to one or more arrangers or their respective Affiliates in connection with any Additional Commitment shall be excluded.

Increase in Commitments. (a) The Company mayProvided no Default exists or would result from the increase of the Commitments by the Increased Amount, from time to time, by means of a letter delivered to the Administrative Agent substantially in the form of Exhibit K, request that the Aggregate Commitments be increased; provided that (i) any such increase in the Aggregate Commitments shall be in increased by the amount Increased Amount on each of $25,000,000 or a higher integral multiple the dates scheduled amortization is paid on the Term Loans pursuant to Section 2.07 of $5,000,000 and the Term Loan Agreement (ii) the “Increased Amount Date”). The “Increased Amount” on any Increased Amount Date is the aggregate amount of all (a) the amount of the scheduled amortization paid on the Term Loans, as set forth in Section 2.07 of the Term Loan Agreement for the three-month period ending on the Increased Amount Date (such increases shall not exceed $200,000,000. period being referred to herein as the “Increased Amount Period”), and (b) Any increase in the Aggregate Commitments may be effected by (i) increasing principal portion of prepayments of the Commitment of one or more Lenders that have agreed to such increase and/or (ii) Term Loans, if any, made during the Increased Amount Period, subject to clause (c)the requirements of Section 2.05 of the Term Loan Agreement; provided, adding one or more commercial banks or other Persons as however, that the aggregate amount of the Increased Amounts shall in no event exceed $300 million. As a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed condition precedent to by any such Additional Lender. (c) Any increase in giving effect to the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative AgentIncreased Amount, the Company and, as applicable, each Borrower shall satisfy all of the conditions set forth in Section 4.02. Each Lender that has agreed agrees to increase its Commitment and on each Additional Lender) after Increased Amount Date by the later amount equal to occur its Applicable Percentage of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) Increased Amount. The Administrative Agent shall promptly notify the Company Borrower and the Lenders Lenders, of any increase in the Increased Amount, and after such adjustment, of (a) the aggregate amount of the Aggregate Commitments pursuant to this Section 2.14 and of (b) the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with for each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4). (f) . This Section shall supersede any provision provisions in Section 10.1 2.13 or 10.01 to the contrary.

Increase in Commitments. (a) The Company mayProvided there exists no Default, upon notice from the Company, on behalf of the Borrowers, to the Administrative Agent (which shall promptly notify the Lenders), the Company, on behalf of the Borrowers, may from time to time, by means of a letter delivered to the Administrative Agent substantially request an increase in the form of Exhibit K, request that the Aggregate Commitments by an aggregate amount (for all such requests) not exceeding $150,000,000 to be increasedapplied pro rata as an increase to the Aggregate Revolving Commitments and as an increase to the Aggregate Term Loan Commitments, based upon the relative proportions of (x) the Aggregate Revolving Commitments and (y) the sum of the unfunded portion of the Aggregate Term Loan Commitments and the outstanding Term Loan (the "Increase Option"), with the portion allocated under clause (y) to be funded in full on the Increase Effective Date; provided that (i) the maximum amount of the Aggregate Commitments after giving effect to any such increase in the Aggregate Commitments may not exceed $550,000,000, (ii) any such request for an increase shall be in the a minimum amount of $25,000,000 5,000,000 or a higher integral any whole multiple of $5,000,000 1,000,000 in excess thereof, (iii) the Borrowers may make a maximum of three (3) such requests and (iiiv) the aggregate Maximum Senior Credit Facilities to Collateral Value Ratio shall not be greater than 50.00% after giving effect to any such increase, as evidenced by an updated pro forma Collateral Value Report delivered by the Company to the Administrative Agent. To achieve the full amount of all such increases a requested increase, the Administrative Agent, with the consent of the Borrowers (which consent shall not exceed be unreasonably withheld) may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this Section 2.16 unless it specifically consents to such increase in writing and no additional Eligible Assignee shall become a Lender unless its Commitment is at least $200,000,0005,000,000. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.16 shall, in connection therewith, deliver to the Administrative Agent a new commitment agreement in form and substance satisfactory to the Administrative Agent and its counsel. (b) Any increase in If the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) are increased in accordance with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent2.16, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directorsand the Company, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case on behalf of the addition of an Additional Lender). Borrowers, shall determine the effective date (dthe "Increase Effective Date") No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) final allocation of such increase. The Administrative Agent shall promptly notify the Company Company, on behalf of the Borrowers, and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.01 hereto shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, each Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (1) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower (i) certifying and attaching the resolutions adopted by such Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties of the Borrowers and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects and if the applicable representation and warranty is already subject to a materiality standard, shall be true and correct in all respects, on and as of the date of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date and except that for purposes of this Section 2.16, the representations and warranties contained in Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (2) a statement of reaffirmation from such Borrower pursuant to which each such Borrower ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (3) if the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (4) such additional Timberland Mortgages as may be necessary to comply with Section 6.14 hereof. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the amount of the Aggregate Commitments pursuant to under this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4)2.16. (fc) This Section shall supersede any provision provisions in Section 10.1 10.01 to the contrary.

Increase in Commitments. If the Constructor determines that the Construction Commitment is not sufficient to Complete the New Improvements (aFremont 3E) The Company may, from time to time, by means of a letter delivered on Unimproved Land on or prior to the Administrative Agent substantially Construction Period Termination Date, then the Lessor and Constructor shall, at the written request of the Constructor accompanied by the explanation, certifications and evidence hereinafter described, in the form good faith, but for a period not in excess of Exhibit K, request that the Aggregate Commitments be increased; twenty (20) days (provided that (i) any such increase in the Aggregate Commitments shall be in the amount of $25,000,000 or a higher integral multiple of $5,000,000 and (ii) the aggregate amount of all such increases period shall not exceed $200,000,000. (b) Any increase in extend beyond the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (cConstruction Period Termination Date), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed discuss the terms and conditions applicable to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Construction Commitment of an existing Lenderto enable the Constructor to Complete such New Improvements (Fremont 3E) on or assumption letter in prior to the form of Annex 2 to Exhibit K (in the case Construction Period Termination Date. Notwithstanding any provision of the addition of an Additional Lender). Construction Agency Agreement or related Lease to the contrary, during such twenty (d20) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agentday (or shorter) period, the L/C Issuer and Lessor may not exercise any remedy under the Swing Line Lender (which consents shall not be unreasonably withheld Construction Agency Agreement or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments related Lease as a result of a non-pro-rata the remaining Construction Commitment of the Lessor being insufficient to Complete construction of such New Improvements (Fremont 3E) in accordance with the Plans and Specifications and the Construction Budget (in each case, as supplemented or amended pursuant to Section 3.2 of the Construction Agency Agreement) and to pay all Construction Costs. It is understood and agreed that the Lessor is not obligated to increase the Construction Commitment by reason of its entering into such good faith discussions and its approval for such increase in its Construction Commitment may be withheld in its sole discretion. In connection with any such request, the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on Constructor shall deliver to the date Lessor (i) a written explanation detailing the reasons why the Construction Commitment was not sufficient to finance Completion of such increase New Improvements (and any such prepayment or conversion shall be without premium or penalty but subject Fremont 3E), (ii) a certification to the provisions effect that the increased Construction Commitment will allow Completion of such New Improvements (Fremont 3E) to occur on or before the Construction Period Termination Date, (iii) a certification of the Construction Consultant that in the reasonable belief of the Construction Consultant (x) the remaining Construction Commitment of the Lessor following such increase is sufficient to (I) Complete construction of such New Improvements (Fremont 3E) in accordance with the Plans and Specifications and the Construction Budget (in each case, as supplemented or amended pursuant to Section 3.4). 3.2) on or before the Construction Period Termination Date and (fII) This Section shall supersede any provision in Section 10.1 pay all Construction Costs, and (y) construction of such New Improvements (Fremont 3E) can be Completed on or prior to the contraryConstruction Period Termination Date, and (iv) any other evidence reasonably requested by the Lessor in connection therewith. If after such twenty (20) day (or shorter) period, the Constructor is unable to obtain from the Lessor Commitments necessary to Complete such New Improvements (Fremont 3E), then a Construction Event of Default shall have occurred.

Increase in Commitments. (a) The Company After the Closing Date, the Agent may, from time to time, time upon five (5) Business Days prior notice by means Capital on behalf of the Obligors of a letter delivered request to increase the Aggregate Commitment, increase the Aggregate Commitment by (x) admitting additional Lenders hereunder (each a “Subsequent Lender”), or (y) increasing the Commitment of any Lender (each an “Increasing Lender”), subject to the Administrative Agent substantially in the form of Exhibit K, request that the Aggregate Commitments be increased; provided that following conditions: (i) each Subsequent Lender is an Eligible Assignee; (ii) Borrowers execute (A) a new Note payable to the order of a Subsequent Lender, if requested by such Subsequent Lender, or (B) a replacement Note payable to the order of an Increasing Lender, if requested by such Increasing Lender; (iii) each Subsequent Lender executes a signature page to this Agreement; (iv) after giving effect to the admission of any such Subsequent Lender or the increase in the Commitment of any Increasing Lender, the Aggregate Commitment does not exceed $150,000,000; (v) each increase in the Aggregate Commitments Commitment shall be in the minimum amount of $25,000,000 5,000,000 or a higher greater integral multiple of $5,000,000 and 1,000,000; (iivi) no admission of any Subsequent Lender shall increase the aggregate amount Commitment of all any existing Lender without the consent of such increases existing Lender; (vii) no Lender shall not exceed $200,000,000be an Increasing Lender without the consent of such Lender; and (viii) no Default or Event of Default exists nor would occur after giving effect to such increase. (b) Any increase in After the Aggregate Commitments may be effected by (i) increasing admission of any Subsequent Lender or the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing any Increasing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and Agent shall promptly provide to each Lender a new Schedule I to this Agreement. In the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no event that there are any Revolving Loans and/or Letters of Credit outstanding after giving effect to an increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments Commitment pursuant to this Section 2.14 and 2.9, upon notice from the Agent to each Lender, the amount of the Commitment and Applicable Percentage of such Revolving Loans owing to each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with and the amount of each Lender’s Applicable Percentage, a reallocation L/C Participation shall be appropriately adjusted to reflect the new Commitment Percentages of the Commitments as a result of a non-pro-rata increase Lenders (in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and which case Obligors shall pay any such prepayment or conversion shall be without premium or penalty but subject to the provisions of amounts required under Section 3.44.10). (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. Borrower may request an increase in Commitments from time to time upon not less than ten (10) days’ notice to Agent, as long as (a) The Company maythe requested increase is in a minimum amount of $5,000,000 and is offered on the same terms as existing Commitments, from time except for a closing fee specified by Borrower, (b) total increases under this Section do not exceed $15,000,000 and no more than two (2) increases are -38- DM3\8972795.2 made, and (c) the requested increase does not cause the Commitments to timeexceed 90% of any applicable cap under any Senior Notes Documents. Agent shall promptly notify Lenders of the requested increase and, by means of a letter delivered within two (2) Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If L▇▇▇▇▇▇ fail to commit to the Administrative full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Agent substantially may allocate, in its discretion, the form of Exhibit Kincreased Commitments among committing Lenders and, request that if necessary, Eligible Assignees. The aggregate Commitments shall be increased by the Aggregate Commitments be increasedrequested amount (or such lesser amount committed by L▇▇▇▇▇▇ and Eligible Assignees) on a date agreed upon by Agent and Borrower; provided that (i) any the conditions set forth in Section 6.2 are satisfied at such increase in the Aggregate Commitments shall be in the amount of $25,000,000 or a higher integral multiple of $5,000,000 time and (ii) if applicable, flood insurance diligence and documentation have been completed as required by all Flood Laws or otherwise in a manner reasonably satisfactory to all Lenders. Agent, Borrower, and the aggregate amount of all new and existing Lenders shall execute and deliver such increases shall not exceed $200,000,000. (b) Any documents and agreements as Agent deems appropriate to evidence the increase in and allocations of Commitments. On the Aggregate Commitments may be effected by (i) increasing the Commitment effective date of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in increase, the Aggregate Revolver Usage and other exposures under the Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed)reallocated among Lenders, and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative settled by Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges thatas necessary, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation Lenders’ adjusted shares of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4)Commitments. (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. (a) The Company On a single occasion during each year subsequent to the Restatement Date, the Borrower may, from time to time, by means of a letter delivered upon at least thirty (30) days’ notice to the Administrative Agent substantially (which shall promptly provide a copy of such notice to the Lenders), propose to increase the amount of the Commitments in an aggregate minimum amount of $25,000,000 and an aggregate maximum amount for all increases pursuant to this Section 2.13 not to exceed $250,000,000 (the form amount of Exhibit Kany such increase, request the “Increased Commitments”) provided that the Aggregate Administrative Agent shall have received a certificate signed by a Designated Officer dated as of the date of such increase in form and substance satisfactory to the Administrative Agent stating that the representations and warranties contained in Article V are true and correct in all material respects on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.13, the representations and warranties contained in Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b) of Section 6.01 and the representations and warranties contained in Section 5.06 shall be deemed to refer to the most recent financial statements furnished pursuant to subsection (b) of Section 6.01 and that no Default has occurred and is continuing. (b) The Borrower may offer the Increased Commitments be increased; provided that to: (i) any Lender party to this Agreement; provided, that any Lender offered an Increased Commitment shall have no obligation to accept such increase in the Aggregate Commitments shall be in the amount of $25,000,000 Increased Commitment; or a higher integral multiple of $5,000,000 and (ii) any other Eligible Assignee acceptable to the Administrative Agent and which agrees to become a party to this Agreement (an “Additional Lender”); provided that the Commitment of each such Lender or Additional Lender equals or exceeds $10,000,000. The sum of (1) the aggregate amount of all such Commitment increases shall not exceed $200,000,000. of any existing Lenders pursuant to this subsection (b) Any increase plus (2) the aggregate amount of any Commitments of Additional Lenders shall not in the Aggregate Commitments may be effected by (i) increasing aggregate exceed the Commitment total amount of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lenderthe Increased Commitments. (c) Any An increase in the Aggregate aggregate amount of the Commitments pursuant to this Section 2.14 2.13 shall be become effective three Business Days (or such other period agreed to upon the receipt by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment Agent of an agreement in form and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered substance satisfactory to the Administrative Agent signed by the Borrower, by each Additional Lender and by each other Lender whose Commitment is to be increased, setting forth the new Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a certified copy party to this Agreement and to be bound by all the terms and provisions hereof, together with such evidence of resolutions appropriate corporate authorization on the part of its board of directors, in form and substance reasonably acceptable the Borrower with respect to the Administrative Agent, authorizing Increased Commitments and such increase and (ii) opinions of counsel for the Borrower with respect to the Increased Commitments as the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional Lender)may reasonably request. (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4). (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. (a) The Company may, from time to time, by means of a letter delivered to the Administrative Agent substantially in the form of Exhibit KI, request that the Aggregate Commitments be increased; provided that (i) any such increase in the Aggregate Commitments shall be in the amount of $25,000,000 or a higher integral multiple of $5,000,000 and (ii) the aggregate amount of all such increases shall not exceed $200,000,000100,000,000. (b) Any increase in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K I (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K I (in the case of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage Pro Rata Share of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable PercentagePro Rata Share, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4). (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. (a) The Company mayBorrower shall have the right exercisable 5 times, from time to time, by means of a letter delivered upon at least 10 Business Days’ notice to the Administrative Agent substantially in and the form of Exhibit KLenders, to request that the Aggregate Commitments be increased; provided that (i) increases in the Revolving Commitments or (ii) the making of additional Term Loans (the “Additional Term Loans”) by up to $600,000,000 to a maximum aggregate amount not to exceed $2,000,000,000 (reduced to the extent Borrower has terminated or reduced the Revolving Commitments) by either adding new lenders as Lenders (subject to the Administrative Agent’s prior written approval of the identity of any such new lender if it is not an Eligible Assignee) or obtaining the agreement, which shall be at such Lender’s or Lenders’ sole discretion, of one or more of the then current Lenders to increase its or their Revolving Commitments or to make Additional Term Loans. Each such increase in the Aggregate Commitments or the making of Additional Term Loans must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. Such increases may be increases in Revolving Commitments or the making of Additional Term Loans or a combination thereof. Effecting any increase of the Revolving Commitments or the making of Additional Term Loans under this Section is subject to the following conditions precedent: (x) no Default or Unmatured Default has occurred, is then continuing or shall be in existence on the amount effective date of $25,000,000 such increase of Revolving Commitments or a higher integral multiple making of $5,000,000 Additional Term Loans, (y) the representations and warranties (subject in all cases to all materiality qualifiers and other exceptions in such representations and warranties) contained in Article V shall be true and correct as of the effective date of such increase, except to the extent any such representation or warranty is stated to relate solely to an earlier date (in which case such representation or warranty shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, and (iiz) the aggregate amount of all such increases Administrative Agent shall not exceed $200,000,000. (b) Any increase in have received an Amendment Regarding Increase by the Aggregate Commitments may be effected by (i) increasing Borrower, the Commitment of one Administrative Agent and the new lender or more Lenders that have agreed to existing Lender providing such increase and/or (ii) subject to clause (c)of Revolving Commitments or Additional Term Loans, adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 copy of which shall be effective three Business Days (or such other period agreed forwarded to each Lender by the Administrative Agent, the Company and, Agent promptly after execution thereof and all documentation and opinions as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directorsmay reasonably request, in form and substance reasonably acceptable satisfactory to the Administrative Agent, authorizing . In no event will any existing Lender be obligated to provide any portion of any such increase of Revolving Commitments or making of Additional Term Loans unless such Lender shall specifically agree in writing to provide such increase of Revolving Commitments or making of Additional Term Loans at such time. On the effective date of any such increase of Revolving Commitments or making of Additional Term Loans, Borrower shall pay to the institutions arranging such increases such fees as may be agreed to by such institutions and the Borrower and to each new lender or then-current Lender providing such increase of Revolving Commitments or making Additional Term Loans the up-front fee agreed to between Borrower and such party. In addition, the Parent and the Subsidiary Guarantors, if any, shall execute a consent to such increase of Revolving Commitments or making of Additional Term Loans ratifying and continuing their obligations under the Springing Guaranty and the Subsidiary Guaranty, respectively. If a Person becomes a new Lender having a Revolving Commitment under this Agreement, or if any existing Revolving Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Revolving Lender hereunder (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (or in the case of an increase in the Commitment of an existing Revolving Lender, increases its Revolving Commitment) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional Lender). (d) No Additional Lender shall be added and as a party hereto without condition thereto) purchase from the written consent of other Revolving Lenders its Revolving Percentage (determined with respect to the Administrative Agent, the L/C Issuer Revolving Lenders’ respective Revolving Commitments and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect theretoto the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Revolving Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2A.6(b) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Company acknowledges that, Lenders agree to cooperate in order any required sale and purchase of outstanding Revolving Advances to maintain Revolving achieve such result. In no event shall the aggregate Commitments and Term Loans in accordance with each Lender’s Applicable Percentage, a reallocation exceed $2,000,000,000 without the approval of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4)Required Lenders. (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. (a) The Company mayRequest for Increase. Provided no Default or Event of Default then exists or would arise therefrom, upon notice to the Agent (which shall promptly notify the Lenders), the Lead Borrower may from time to time, by means of a letter delivered to the Administrative Agent substantially request an increase in the form of Exhibit K, request that the Aggregate Commitments be increased(or, solely to the extent set forth in Section 2.15(f) below, provide commitments under a new facility constituting a FILO Tranche) by an amount (for all such requests) not exceeding (x) $30,000,00050,000,000 plus (y) an amount equal to the aggregate principal amount of all permanent commitment reductions of the Aggregate Commitments after the Third Amendment Effective Date plus (z) as of the applicable date of determination, the amount as of such date by which the Borrowing Base exceeds Aggregate Commitments on such date; provided that (i) any such request for an increase in the Aggregate Commitments shall be in the a minimum amount of $25,000,000 10,000,000 (or a higher integral multiple of $5,000,000 such lesser amount as to which the Agent may agree in writing), and (ii) the aggregate amount Lead Borrower may make a maximum of three (3) such requests. At the time of sending such notice, the Lead Borrower (in consultation with the Agent) shall specify the Persons to whom such requested increase is to be made (and if to any then existing Lender, such request shall be made pro rata to all existing Lenders) and the time period within which each such increases Person is requested to respond (which shall not exceed $200,000,000. (b) Any increase in no event be less than ten Business Days from the Aggregate Commitments may be effected by (i) increasing the Commitment date of one or more Lenders that have agreed delivery of such notice to such increase and/or (ii) subject to clause (cPersons), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) . Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to Person so designated by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on Lead Borrower which the Company has delivered to the Administrative Agent is not then a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto without subject to the written consent approval of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents approvals shall not be unreasonably withheld withheld, delayed or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4conditioned). (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. The Borrowers may from time to time add one or more tranches of term loans or increase outstanding tranches of term loans (each an “Incremental Term Facility”) and/or increase commitments under any Revolving Facility (each such increase, an “Incremental Revolving Increase”; each Incremental Term Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to this Agreement at the option of the Company by an agreement in writing entered into by the Borrowers, the Administrative Agent and each Person (including any existing Lender) that agrees to provide a portion of such Incremental Facility (and, for the avoidance of doubt, shall not require the consent of any other Lender) (each an “Incremental Facility Amendment”); provided that: (a) The the aggregate principal amount of all Incremental Facilities established under this Section 2.16 following the Fifth Amendment Effective Date shall not exceed the sum of: (i) $150,000,000; plus (ii) an unlimited amount so long as, in the case of this clause (ii), after giving effect to the relevant Incremental Facility on a Pro Forma Basis, the Consolidated Secured Leverage Ratio does not exceed 2.75:1.00 (assuming the full amount of such Incremental Facility is fully drawn and without “netting” the cash proceeds of such CHAR1\1976173v4 Incremental Facility or any other simultaneous incurrence of debt on the consolidated balance sheet of the Company); provided that any Incremental Facility may be incurred under either sub-clauses (i) or sub-clause (ii) of this clause (a) as selected by the Company mayin its sole discretion and if any Incremental Facility is intended to be incurred in part under both sub-clauses (i) and (ii) then the permissibility of the portion of such Incremental Facility to be incurred under sub-clause (ii) shall first be determined without giving effect to the portion of such Incremental Facility incurred under sub-clause (i), from but giving full Pro Forma Effect to the use of proceeds of the entire amount of such Incremental Facility; (b) no Event of Default shall exist on the effective date of any Incremental Facility or would exist after giving effect to any Incremental Facility; (c) no existing Lender shall be under any obligation to provide any Incremental Facility Commitment and any such decision whether to provide an Incremental Facility Commitment shall be in such ▇▇▇▇▇▇’s sole and absolute discretion; (d) each Incremental Facility shall be in an aggregate principal amount of at least $10,000,000 and each Incremental Facility Commitment shall be in a minimum principal amount of at least $1,000,000, in the case of an Incremental Revolving Increase, and at least $1,000,000 in the case of an Incremental Term Facility (or, in each case, such lesser amounts as the Administrative Agent may agree); (e) each Person providing an Incremental Facility Commitment shall qualify as an Eligible Assignee; (f) the Borrowers shall deliver to the Administrative Agent: (i) a certificate of each Loan Party dated as of the date of such increase signed by a Responsible Officer of such Loan Party (A) certifying and attaching resolutions adopted by the board of directors or equivalent governing body of such Loan Party approving such Incremental Facility and (B) in the case of the Company, certifying that, before and after giving effect to such increase, (1) the representations and warranties of each Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, if qualified by materiality or reference to timeMaterial Adverse Effect, in all respects) on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by means materiality or reference to Material Adverse Effect, in all respects) as of a letter delivered such earlier date, (2) no Default or Event of Default exists and (3) such Incremental Facility or Incremental Facilities have been incurred in compliance with this Agreement; (ii) such amendments to the Collateral Documents as the Administrative Agent may reasonably request to cause the Collateral Documents to secure the Obligations after giving effect to such Incremental Facility; and (iii) customary opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent substantially in and each Lender (including each Person providing an Incremental Facility Commitment), dated as of the form effective date of Exhibit K, request that the Aggregate Commitments be increased; provided that (i) any such increase in the Aggregate Commitments shall be in the amount of $25,000,000 or a higher integral multiple of $5,000,000 and (ii) the aggregate amount of all such increases shall not exceed $200,000,000.Incremental Facility; (bg) Any increase in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent shall have received documentation from each Person providing a certified copy commitment in respect of resolutions of such requested Incremental Facility or Incremental Facilities (each such commitment, an “Incremental Facility Commitment”) evidencing its board of directors, Incremental Facility Commitment and its obligations under this Agreement in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and ; CHAR1\1976173v4 (iih) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase Incremental Term Facility, the Administrative Agent shall have determined in the Commitment its reasonable discretion whether such Incremental Term Facility consists of a tranche A term loan (an existing Lender“Incremental Tranche A Term Facility”) or assumption letter in the form of Annex 2 to Exhibit K a tranche B term loan (an “Incremental Tranche B Term Facility”); (i) in the case of the addition of an Additional Lender).Incremental Term Facility that is an Incremental Tranche A Term Facility: (di) No Additional Lender the interest rate, interest rate margins, fees, discount, prepayment premiums, amortization and final maturity date for such Incremental Term Facility shall be added as a party hereto without agreed by the written consent Loan Parties and the Lenders providing such Incremental Term Facility; provided that: (A) the final maturity of such Incremental Term Facility shall not be earlier than the later of (1) the Maturity Date with respect to the Revolving Loans and (2) the final maturity date of any then outstanding Incremental Tranche A Term Loan; and (B) the Weighted Average Life of such Incremental Term Facility shall not be shorter than the then remaining Weighted Average Life of any then outstanding Incremental Tranche A Term Loan; (ii) the proceeds of such Incremental Term Facility shall be used for the purposes described in the definitive documentation for such Incremental Term Facility; (iii) such Incremental Term Facility shall share ratably in any prepayments of the other Term Facilities pursuant to Section 2.06 (or otherwise provide for more favorable prepayment treatment for the then outstanding Term Facilities) and shall have ratable voting rights as the other Term Facilities (or otherwise provide for more favorable voting rights for the then outstanding Term Facilities); and (iv) if such Incremental Term Facility consists of one or more new tranches of term loans, the other terms thereof, if not consistent with the terms applicable to the Term B Loan, shall be reasonably acceptable to the Administrative Agent; (j) in the case of an Incremental Term Facility that is an Incremental Tranche B Term Facility: (i) the interest rate, interest rate margins, fees, discount, prepayment premiums, amortization and final maturity date for such Incremental Term Facility shall be as agreed by the L/C Issuer Loan Parties and the Swing Line Lender Lenders providing such Incremental Term Facility; provided that: (which consents A) the final maturity of such Incremental Term Facility shall not be unreasonably withheld earlier than the later of (1) the Maturity Date with respect to the Term B Loan and (2) the final maturity date of any then outstanding Incremental Tranche B Term Loan; (B) the Weighted Average Life of such Incremental Term Facility shall not be shorter than the then remaining Weighted Average Life of the Term B Loan or delayedany then outstanding Incremental Tranche B Term Loan; (C) if the All-In-Yield on such Incremental Term Facility exceeds the All-In-Yield on the Term B Loan or any then outstanding Incremental Tranche B Term Facility by more than ½ of one percent (1.00%) per annum, then the Applicable Rate or fees payable by the Borrowers with respect to the Term B Loan and each then outstanding Incremental Tranche B Term Facility shall on the effective date of such Incremental Term Facility be increased to the extent necessary to cause the All-In-Yield on the Term B Loan and each then CHAR1\1976173v4 outstanding Incremental Tranche B Term Facility to be not more than ½ of one percent (1.00%) less than the All-In-Yield on such Incremental Term Facility (such increase to be allocated as reasonably determined by the Administrative Agent in consultation with the Borrowers); provided that, notwithstanding anything to the contrary in the foregoing clause (C), and no increase the provisions of this clause (C) shall not apply to any Incremental Tranche B Term Facility established after the first twelve (12) months following the Closing Date in relation to the Term B Loan or any then existing Incremental Tranche B Term Facility; (ii) the proceeds of such Incremental Term Facility shall be used for the purposes described in the Aggregate Commitments may definitive documentation for such Incremental Term Facility; (iii) such Incremental Term Facility shall share ratably in any prepayments of the Term B Loan and any then outstanding Incremental Tranche B Term Loan pursuant to Section 2.06 (or otherwise provide for more favorable prepayment treatment for the then outstanding Term Facilities) and shall have ratable voting rights as the other Term Facilities (or otherwise provide for more favorable voting rights for the then outstanding Term Facilities); and (iv) if such Incremental Term Facility consists of one or more new tranches of term loans, the other terms thereof, if not consistent with the terms applicable to the Term B Loan, shall be effected pursuant reasonably acceptable to the Administrative Agent; (k) in the case of any Incremental Revolving Increase with respect to the Revolving Facility: (i) such Incremental Revolving Increase shall have the same terms (including interest rate and interest rate margins, provided that, subject to clause (bii) above if below, such Incremental Revolving Increase may be issued with a Default exists.utilization fee and/or additional unused fee payable solely to the Lenders under such Incremental Revolving Increase) applicable to the Revolving Facility; and (eii) the existing Lenders under the Revolving Facility shall on the effective date of such Incremental Revolving Increase make such assignments (which assignments shall not be subject to the requirements set forth in Section 10.06(b)) of the outstanding Revolving Loans and participation interests in Letters of Credit and Swing Line Loans under the Revolving Facility to the Lenders providing such Incremental Revolving Increase and the Administrative Agent may make such adjustments to the Register as are necessary so that, after giving effect to such assignments and adjustments, each Lender under the Revolving Facility (including the Lenders providing such Incremental Revolving Increase) will hold revolving loans and participation interests in Letters of Credit and Swing Line Loans under the Revolving Facility equal to its pro rata share thereof; and (l) the Company shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to the incurrence of such Incremental Facility on a Pro Forma Basis (without “netting” the cash proceeds of such Incremental Facility or any other simultaneous incurrence of debt on the consolidated balance sheet of the Company and assuming, in the case of any Incremental Facility that consists of an Incremental Revolving Increase, the full amount of such Incremental Facility is fully drawn) the Loan Parties would be in Pro Forma Compliance; provided, further, that the conditions set forth in the foregoing proviso shall be subject to the provisions of Section 1.10 in the case of any Incremental Term Facility used to finance a Limited Condition Acquisition. The Incremental Facility Commitments and credit extensions thereunder shall constitute Commitments and Credit Extensions under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and CHAR1\1976173v4 ratably from the Guarantees and security interests created by the Collateral Documents. The Lenders hereby authorize the Administrative Agent to enter into, and the Lenders agree that this Agreement and the other Loan Documents shall be amended by, such Incremental Facility Amendments to the extent (and only to the extent) the Administrative Agent deems necessary in order to establish Incremental Facilities on terms consistent with and/or to effect the provisions of this Section 2.16. This Section 2.16 shall supersede any provisions in Section 10.01 to the contrary. The Administrative Agent shall promptly notify each Lender as to the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage effectiveness of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4)Incremental Facility Amendment. (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. (a) The Company mayProvided no Default has occurred and is continuing, from time to time, by means of a letter delivered upon notice to the Administrative Agent substantially (which shall promptly notify the Lenders), the Borrower may from time to time after the Closing Date request an increase in the form aggregate amount of Exhibit K, request that the Aggregate Commitments be increasedby an amount (for all such requests) not exceeding $75,000,000 in the aggregate; provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000. Any such increase in the Aggregate aggregate Commitments may be provided by any Lender willing to participate in any such increase (each such Lender, a “Participating Lender”), or, subject to the approval of the Administrative Agent, Eligible Assignees designated by the Borrower that are willing to participate in such increase (each, an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement,” in form and substance reasonably satisfactory to the Administrative Agent, pursuant to which such Increasing Lender shall become a party to this Agreement. The Administrative Agent and the Borrower shall determine (i) the final allocation of such increase among the Participating Lenders and Increasing Lenders and Schedule 2.01 attached hereto shall be in automatically updated to reflect the amount of $25,000,000 or a higher integral multiple of $5,000,000 same, and (ii) the aggregate amount of all such increases shall not exceed $200,000,000. effective date (b) Any increase in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional LenderIncrease Effective Date”) with a Commitment in an amount agreed to by of any such Additional Lender. (c) Any increase in increase. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each part of any Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional Lender)hereunder. (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4). (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. (a) The Company mayBorrower shall have the right (in consultation with the Administrative Agent), without the consent of any of the Lenders, to cause from time to time, by means of a letter delivered to the Administrative Agent substantially in the form of Exhibit K, request that the Aggregate Commitments be increased; provided that (i) any such time an increase in the Aggregate Commitments by adding to this Agreement one or more additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel or by allowing one or more Lenders to increase their respective Commitments, provided, however, (i) no Default shall exist, (ii) no such increase shall result in the Aggregate Commitments exceeding $1,000,000,000, (iii) no such increase shall be in the an amount of less than $25,000,000 or a higher integral multiple of $5,000,000 50,000,000, and (iiiv) the aggregate amount of all no Lender’s Commitment shall be increased without such increases shall not exceed $200,000,000Lender’s consent. (b) Any increase in If the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c)are increased in accordance with this Section, adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender Borrower shall determine the effective date (which consents shall not be unreasonably withheld or delayed), the “Increase Effective Date”) and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying that any such increase has been authorized by such Loan Party, and (ii) in the amount case of the Aggregate Commitments pursuant to this Section 2.14 Borrower, certifying that, before and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges thatto such increase, (A) the representations and warranties contained in Article 6 and the other Loan Documents made by it are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in order to maintain Revolving Loans which case they are true and correct in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments all material respects as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase earlier date, and (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4B). (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. (a) The Company maySubject to the terms and conditions set forth herein, the Borrower shall have the right, from time to time, by means of a letter delivered time and upon at least ten Business Days’ prior written notice to the Administrative Agent substantially in the form (an “Incremental Request”), to request to add one or more tranches of Exhibit K, request that term “A” loans (“Incremental Term Loans”) and/or increase the Aggregate Revolving Commitments be increased(the “Incremental Revolving Commitments”; provided that (iand revolving loans made thereunder, the “Incremental Revolving Loans”; the CHAR1\1985879v4 Incremental Revolving Loans, together with the Incremental Term Loans are referred to herein as the “Incremental Facility Loans”) subject, however, in any such increase in case, to satisfaction of the Aggregate Commitments shall be in the amount of $25,000,000 or a higher integral multiple of $5,000,000 and following conditions precedent: (iia) the aggregate amount of all such increases Incremental Revolving Commitments and Incremental Term Loans effected pursuant to this Section 2.15 shall not exceed $200,000,000.1,000,000,000; (b) Any increase on the date on which any amendment, restatement or amendment and restatement of this Agreement pursuant to which an Incremental Facility Loan will be made (an “Incremental Facility Amendment”) is to become effective, both immediately prior to and immediately after giving effect to the incurrence of such Incremental Facility Loans (assuming that the full amount of the Incremental Facility Loans shall have been funded on such date) and any related transactions, no Default shall have occurred and be continuing; (c) the representations and warranties set forth in Article V shall be true and correct in all material respects (or if such representation and warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct) on and as of the Aggregate Commitments may date on which such Incremental Facility Amendment is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be effected true and correct in all material respects (or if such representation and warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct) as of such earlier date except that for purposes of this Section 2.15, the representations and warranties contained in Section 5.03 shall be deemed to refer to the most recent statements furnished pursuant to subsections (ib) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause and (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender.applicable, of Section 6.01; (cd) Any increase in the Aggregate Commitments pursuant to this Section 2.14 such Incremental Facility Loans shall be effective three Business Days in a minimum amount of $25,000,000 and in integral multiples of $5,000,000 in excess thereof (or such other period lesser amounts as agreed to by the Administrative Agent); (e) any Incremental Revolving Commitments shall be made on the same terms and provisions (other than upfront fees) as apply to the existing Revolving Commitments, including with respect to maturity date, interest rate and prepayment provisions, and shall constitute part of the Company andAggregate Revolving Commitments; (f) in the case of any Incremental Term Loan it shall: (A) rank pari passu in right of payment priority with the existing Committed Loans, (B) have a maturity date that is not earlier than the later of the then-latest Maturity Date, (C) have an amortization schedule and interest rate margins as applicabledetermined by the Borrower and the Lenders of such Incremental Term Loan and (D) otherwise be on terms substantially identical to (or less favorable to the Lenders thereof than) the existing Committed Loans (except to the extent permitted above with respect to the maturity date, each Lender that has agreed to increase its Commitment amortization and each Additional Lender) interest rate and other than terms which are applicable only after the later to occur of then-latest Maturity Date); (ig) the date on which the Company has delivered to the Administrative Agent shall have received additional commitments in a certified copy corresponding amount of such requested Incremental Facility Loans from either existing Lenders and/or one or more other institutions that qualify as Eligible Assignees (it being understood and agreed that no existing Lender shall be required to provide an additional commitment); and (h) the Administrative Agent shall have received customary closing certificates and legal opinions and all other documents (including resolutions of its the board of directorsdirectors of the CHAR1\1985879v4 Borrower) it may reasonably request relating to the corporate or other necessary authority for such Incremental Facility Loans and the validity of such Incremental Facility Loans, and any other matters relevant thereto, all in form and substance reasonably acceptable satisfactory to the Administrative Agent. Each Incremental Term Loan and any Incremental Revolving Commitments shall be evidenced by an amendment to this Agreement, authorizing such increase giving effect to the modifications permitted by this Section 2.15 (and (ii) subject to the limitations set forth in the immediately preceding paragraph), executed by the Borrower, the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case each Lender providing a portion of the addition of an Additional Lender). (d) Incremental Term Loan and/or Incremental Revolving Commitments, as applicable; which such amendment, when so executed, shall amend this Agreement as provided therein. No Additional Lender such amendment shall be added required to be executed or approved by any Lender, other than the Lenders providing such Incremental Term Loans and/or Incremental Revolving Commitments, as a party hereto without the written consent of applicable, and the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation be effective. The effectiveness of any such amendment shall be subject to the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans satisfaction on the date thereof of each of the conditions set forth above and as such increase (and any such prepayment or conversion shall be without premium or penalty but subject to other conditions as requested by the provisions of Section 3.4). (f) Lenders under the Incremental Facility established in connection therewith. This Section 2.15 shall supersede any provision provisions in Section 10.1 2.13 or 10.01 to the contrary.

Increase in Commitments. (a) The Company may, from time to time, by means of a letter delivered Upon notice to the Administrative Agent substantially in (which shall promptly notify the form of Exhibit KLenders), request that the Aggregate Borrower may request: additional Term Commitments be increasedand/or additional Revolving Credit Commitments (each, a “Commitment Increase”) pursuant to any Commitment Increase and Joinder Agreement; provided that (i) after giving effect to any such increase in the Aggregate Commitments shall be in the amount of $25,000,000 or a higher integral multiple of $5,000,000 and (ii) addition, the aggregate amount of all such increases shall not exceed $200,000,000. (b) Any increase in the Aggregate additional Term Commitments may be effected by (i) increasing the Commitment of one or more Lenders and additional Revolving Credit Commitments that have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments been added pursuant to this Section 2.14 2.16(a) shall be effective three Business Days (or such other period agreed to by not exceed the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur sum of (i) after the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directorsSecond Amendment Effective Date, in form and substance reasonably acceptable to the Administrative Agent$375,000,000, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (A) in the case of any Commitment Increase that effectively extends the maturity of any Tranche of the existing Term Loans or Revolving Credit Facility, an increase in the amount equal to such Term Loan or Revolving Credit Facility replaced with such Commitment of an existing LenderIncrease and (B) or assumption letter in the form of Annex 2 to Exhibit K (in the case of any Commitment Increase that effectively replaces any Revolving Credit Commitment terminated under Section 3.09 or Section 11.01(f), an amount equal to the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto without the written consent portion of the Administrative Agentrelevant terminated Revolving Credit Commitments, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (biii) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and any voluntary prepayments of the Commitment Term Loans or any permanent reduction of the Revolving Credit Commitments (to the extent not financed with the proceeds of long-term Indebtedness) and Applicable Percentage (iv) , (iv) an amount not in excess of each Lender an amount such that, after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, the relevant Commitment Increase (A) if such Commitment Increase is secured by a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans Lien on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to Collateral that is pari passu with the provisions of Section 3.4). (f) This Section shall supersede any provision in Section 10.1 to Lien securing the contrary.Facilities, the First Lien Leverage Ratio does not exceed 3.50:1.00, or

Increase in Commitments. (a) The Company From time to time on and after the Closing Date and prior to the Termination Date, the Borrower may, from time to time, by means of a letter delivered upon at least 30 days’ notice to the Administrative Agent substantially in (which shall promptly provide a copy of such notice to the form Lenders), propose to increase the aggregate amount of Exhibit K, request that the Aggregate Commitments be increased; provided that by an amount which (i) any such increase in the Aggregate Commitments shall be in the amount of is not less than $25,000,000 or a higher 50,000,000 or, if greater, an integral multiple of $5,000,000 in excess thereof, with respect to any such request and (ii) when aggregated with all prior and concurrent increases in the Commitments pursuant to this Section 2.21, is not in excess of $200,000,000. The Borrower may increase the aggregate amount of all the Commitments by (x) having another lender or lenders (each, an “Additional Lender”) become party to this Agreement, (y) agreeing with any Lender (with the consent of such increases Lender in its sole discretion) to increase its Commitment hereunder (each, an “Increasing Lender”) or (z) a combination of the procedures described in clauses (x) and (y) of this sentence; provided that no Lender shall not exceed $200,000,000be obligated to increase its Commitment without its consent. (b) Any increase in the Aggregate Commitments may pursuant to this Section 2.21 shall be effected by subject to satisfaction of the following conditions: (i) increasing The Borrower shall deliver to the Commitment Administrative Agent a certificate dated as of one the applicable increase date signed by an Authorized Officer of the Borrower certifying and attaching the resolutions adopted by the Borrower approving or more Lenders that have agreed consenting to such increase; (ii) Each of the representations and warranties contained in Article IV qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of such date of increase with the same effect as if made on and as of such date, both immediately before and after giving effect to such increase and/or (ii) subject except to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by the extent any such Additional Lenderrepresentation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date); and (iii) At the time of such increase, no Default or Event of Default shall have occurred and be continuing or would result from such increase. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of Upon any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and 2.21 (each, an “Additional Commitment”): (i) Each Additional Lender or Increasing Lender shall enter into a Joinder Agreement pursuant to which such Additional Lender and/or Increasing Lender shall, as of the effective date of such increase, undertake an Additional Commitment (or, in the case of an Increasing Lender, pursuant to which such Increasing Lender’s Commitment shall be increased in the agreed amount on such date) and Applicable Percentage such Additional Lender shall thereupon become (or, if an Increasing Lender, continue to be) a “Lender” for all purposes hereof. (ii) The Borrower shall, in coordination with the Administrative Agent, repay all outstanding Loans and incur additional Loans from other Lenders in each case so that the Lenders participate in each Borrowing pro rata on the basis of each Lender their respective Commitments (after giving effect thereto. The Company acknowledges that, to any increase in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments pursuant to this Section 2.21) and amounts payable under Section 2.18 as a result of a non-pro-rata increase the actions required to be taken under this Section 2.21 shall be paid in full by the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase Borrower; and (and iii) If any such prepayment or conversion Additional Lender is a Foreign Lender, such Additional Lender shall be without premium or penalty but subject to deliver the provisions of forms required by Section 3.4)2.17. (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. (a) The Company From time to time on and after the Closing Date and prior to the Termination Date, the Parent Borrower may, from time to time, by means of a letter delivered upon at least 30 days’ notice to the Administrative Agent substantially in (which shall promptly provide a copy of such notice to the form Lenders), propose to increase the aggregate amount of Exhibit K, request that the Aggregate Revolving Commitments be increased; provided that of any Class by an amount which (i) any such increase in the Aggregate Commitments shall be in the amount of is not less than $25,000,000 or a higher 100,000,000 or, if greater, an integral multiple of $5,000,000 10,000,000 in excess thereof, with respect to any such request and (ii) when aggregated with all prior and concurrent increases in the Revolving Commitments of all Classes pursuant to this Section 2.21, is not in excess of $400,000,000. The Parent Borrower may increase the aggregate amount of all the Revolving Commitments by (x) having another lender or lenders (each, an “Additional Lender”) become party to this Agreement, (y) agreeing with any Lender (with the consent of such increases Lender in its sole discretion) to increase its Revolving Commitment hereunder (each, an “Increasing Lender”) or (z) a combination of the procedures described in clauses (x) and (y) of this sentence; provided that no Lender shall not exceed $200,000,000be obligated to increase its Revolving Commitment without its consent. (b) Any increase in the Aggregate Revolving Commitments may pursuant to this Section 2.21 shall be effected by subject to satisfaction of the following conditions: (i) increasing Each Borrower shall deliver to the Commitment Administrative Agent a certificate dated as of one the applicable increase date signed by an Authorized Officer of such Borrower certifying and attaching the resolutions adopted by such Borrower approving or more Lenders that have agreed consenting to such increase; (ii) Each of the representations and warranties contained in Article IV qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of such date of increase with the same effect as if made on and as of such date, both immediately before and after giving effect to such increase and/or (ii) subject except to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by the extent any such Additional Lenderrepresentation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date); and (iii) At the time of such increase, no Default or Event of Default shall have occurred and be continuing or would result from such increase. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of Upon any increase in the amount of the Aggregate Revolving Commitments pursuant to this Section 2.14 and 2.21 (each, an “Additional Commitment”): (i) Each Additional Lender or Increasing Lender shall enter into a Joinder Agreement pursuant to which such Additional Lender and/or Increasing Lender shall, as of the effective date of such increase, undertake an Additional Commitment (or, in the case of an Increasing Lender, pursuant to which such Increasing Lender’s Revolving Commitment shall be increased in the agreed amount on such date) and Applicable Percentage such Additional Lender shall thereupon become (or, if an Increasing Lender, continue to be) a “Lender” for all purposes hereof. (ii) Each Borrower shall, as applicable, in coordination with the Administrative Agent, repay all outstanding Loans of the affected Class and incur additional Loans of the affected Class from other Lenders of such Class in each Lender case so that the Lenders participate in each Borrowing of such Class pro rata on the basis of their respective Revolving Commitments of such Class (after giving effect thereto. The Company acknowledges that, to any increase in order the Revolving Commitments pursuant to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments this Section 2.21) and amounts payable under Section 2.18 as a result of a non-pro-rata increase the actions required to be taken under this Section 2.21 shall be paid in full by the Aggregate Commitments may require prepayment applicable Borrower or conversion of all or portions of certain Revolving Loans on the date of such increase Borrowers; and (and iii) If any such prepayment or conversion Additional Lender is a Foreign Lender, such Additional Lender shall be without premium or penalty but subject to deliver the provisions of forms required by Section 3.4)2.17. (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. (a) The Company may, from time Borrower shall have the right to time, by means of a letter delivered to the Administrative Agent substantially request an increase in the form Commitments, either from one or more of Exhibit K, request that the Aggregate Commitments be increasedLenders or another lending institution; provided that (i) any such request(s) for an increase in the Aggregate Commitments shall be in the an aggregate amount of not to exceed $25,000,000 or a higher integral multiple of $5,000,000 and (ii) 12,400,000 and, after giving effect to all such increase(s), the aggregate amount of all such increases the Commitments shall not exceed $200,000,000. (b) Any increase in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c)30,000,000, adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted approved the applicable increase letter in the form identity of Annex 1 any such new Lender, such approval not to Exhibit K be unreasonably withheld, (in the case of an increase in the Commitment of an existing Lenderiii) or assumption letter in the form of Annex 2 to Exhibit K (in the case any such new Lender assumes all of the addition rights and obligations of an Additional a “Lender)” hereunder, and (iv) the procedures in Section 2.02(b) have been satisfied. (db) No Additional Lender Any amendment hereto for such an increase or addition shall be added as a party hereto without in form and substance satisfactory to the Administrative Agent and shall only require the written consent signatures of the Administrative Agent, the L/C Issuer Issuing Bank, the Borrower and the Swing Line Lender Lender(s) being added or increasing their Commitment. As a condition precedent to such an increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower (which consents shall not be unreasonably withheld in sufficient copies for each Lender) signed by an duly authorized representative of the Borrower certifying and attaching the resolutions adopted by the Borrower approving or delayed)consenting to such increase, and certifying that, before and after giving effect to such increase, (i) the representations and warranties contained in Article III are true and correct, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (ii) no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (ec) The Within a reasonable time after the effective date of any increase, the Administrative Agent shall, and is hereby authorized and directed to, revise Schedule 1.01 to reflect such increase and shall promptly notify distribute such revised Schedule to each of the Company Lenders and the Lenders Borrower, whereupon such revised Schedule shall replace the previous iteration of any increase in the amount Schedule 1.01 and become part of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4)Agreement. (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. (a) The Company Borrower may, at its option, at any time or from time to timetime prior to the Termination Date, increase the Total Commitments (each such increase, a “Commitment Increase” and the additional Commitments pursuant to each such Commitment Increase, “Incremental Commitments”) to an aggregate principal amount not to exceed $600,000,000700,000,000 (with each Commitment Increase being in a minimum aggregate principal amount of $5,000,000 (the “Minimum Increase Amount”) or a whole multiple of $1,000,000 in excess of the Minimum Increase Amount) by means requesting that existing Lenders or new lenders commit to any such increase; provided that: (i) no Lender shall be required to commit to any such increase; (ii) no such increase shall become effective unless at the time thereof and after giving effect thereto (A) no Default or Event of Default shall have occurred and be continuing, (B) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects, provided, that, to the extent any such representation and warranty is already qualified by materiality or reference to Material Adverse Effect, such representation shall be true and correct in all respects, and (C) the Administrative Agent shall have received a letter certificate from the Borrower to the effect of (A) and (B) of clause (ii); and (iii) no new lender shall become a Lender pursuant to this Section 2.21 unless such lender is an Eligible Assignee and the Administrative Agent shall have given its prior written consent, which consent shall not be unreasonably withheld. The Borrower shall be entitled to pay upfront or other fees to such lenders who extend credit pursuant to this Section 2.21 as the Borrower and such lenders may agree. Each Commitment Increase shall become effective on the date (each such date, an “Increased Facility Closing Date”) specified in an activation notice delivered to the Administrative Agent no less than ten (10) Business Days prior to the effective date of such notice specifying the amount of the increase and the effective date thereof. Each new lender that provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit KE, request that whereupon such New Lender shall become a Lender for all purposes and to the Aggregate Commitments same extent as if originally a party hereto and shall be increased; provided that bound by and entitled to the benefits of this Agreement to such extent. On any Increased Facility Closing Date, subject to the satisfaction of the foregoing terms and conditions, (i) any each of the Lenders shall be deemed to assign to each Person with Incremental Commitments (each, an “Incremental Lender”) and each of the Incremental Lenders shall be deemed to purchase from each of the Lenders, at the principal amount thereof, such increase interests in the Aggregate Revolving Loans outstanding on such Increased Facility Closing Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Loans will be held by the Lenders (including Incremental Lenders) ratably in accordance with their respective Commitments after giving effect to the addition of such Incremental Commitments to the Commitments, (ii) each Incremental Commitment shall be deemed for all purposes a Commitment and each Revolving Loan made thereunder (an “Incremental Loan”) shall be deemed for all purposes a Revolving Loan and (iii) each Incremental Lender that is a New Lender shall become a Lender in accordance with the immediately preceding sentence. The terms and provisions of the Incremental Loans and Incremental Commitments shall be in the amount of $25,000,000 or a higher integral multiple of $5,000,000 and (ii) the aggregate amount of all such increases shall not exceed $200,000,000. (b) Any increase in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered substantially identical to the Administrative Agent a certified copy of resolutions of its board of directors, in form terms and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case conditions of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4)Commitments. (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. (a) The Company may, from time to time, by means of a letter delivered Subject to the Administrative Agent substantially terms and conditions contained in the form of Exhibit Kthis Section 2.14, Borrower may request that the Aggregate Commitments be increased; provided that increased to a principal amount not to exceed Forty-Five Million Dollars (i) any $45,000,000). Any such increase in the Aggregate Commitments request shall be in writing and delivered to the amount of $25,000,000 or a higher integral multiple of $5,000,000 Administrative Agent and (ii) the aggregate amount of all such increases shall not exceed $200,000,000. (b) Any each Lender. Such increase in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase increase, and/or (ii) subject to clause (c)) below, adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (cb) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company Borrower and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company Borrower has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent and each Lender has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional Lender), each in a form acceptable to Administrative Agent. (dc) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (ed) The Administrative Agent shall promptly notify the Company Borrower and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage Pro Rata Share of each Lender after giving effect thereto. The Company Borrower acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable PercentagePro Rata Share, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4). (fe) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. Subject to Section 8.18, the Company may request that the Combined Commitments hereunder be increased in an amount up to $15,000,000 in the aggregate (such that the Combined Commitments hereunder shall be an amount not in excess of $245,000,000) by offering such increase to one or more banks or other financial institutions (each such bank or financial institution being hereinafter referred to as an "Additional Bank") selected by the Company and acceptable to the Arranger and the Agent. Notwithstanding anything herein to the contrary, the Company may further request that the Combined Commitments hereunder be further increased by an additional $10,000,000 in the aggregate (such that the Combined Commitments hereunder shall be an amount not in excess of $255,000,000), so long as the Company obtains the prior consent of the Agent and each of the Banks. Such increase in the Commitments shall also be subject to the satisfaction of the following conditions: (a) The Company may, from time to time, by means of a letter delivered to the Administrative Agent substantially in the form of Exhibit K, request that the Aggregate Commitments be increased; provided that (i) any each such increase in the Aggregate Commitments shall be in the at least $10,000,000 or such greater amount of $25,000,000 or a higher which is an integral multiple of $5,000,000 and (ii) the aggregate amount of all such increases shall not exceed $200,000,000. 1,000,000; (b) Any increase in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that Agent shall have agreed to received an acknowledgment agreement providing for such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable satisfactory to it executed by the Company, the Agent, and the relevant Additional Bank, and (c) the Agent shall have received a Note duly executed by the Company in favor of the relevant Additional Bank. Upon the satisfaction of such conditions, effective as of the date set forth above in such acknowledgment agreement, each such Additional Bank shall thereafter be a "Bank" party to this Agreement and shall be entitled to all rights, benefits and privileges afforded a Bank hereunder and subject to the Administrative Agent, authorizing such increase obligations of a Bank hereunder to the extent of its Commitment and (ii) Schedule 2.01 shall be deemed amended reflecting the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in aggregate Commitments caused by the form of Annex 2 to Exhibit K (in the case of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and inclusion of the Commitment of the Additional Bank. Concurrently with the effectiveness of such increase, each Additional Bank shall fund its percentage of the outstanding Loans and Applicable Percentage overdue reimbursement obligations with respect to Letters of each Lender Credit, if any, to the Agent so that after giving effect thereto. The Company acknowledges thatthereto each Bank, in order to maintain Revolving Loans including the Additional Bank, holds a Pro Rata Share (in accordance with each Lender’s Applicable Percentage, a reallocation its Commitment percentage) of the Commitments outstanding Loans and credit risks with respect to Letters of Credit, and the Company shall pay to each Bank all amounts due under Section 4.04 hereof as a result of a non-pro-rata increase in the Aggregate Commitments may require any prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4)outstanding Offshore Rate Loan. (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. (a) The Company may, from time to Borrower shall have the right at any time, by means of a letter delivered but in no event more than twice in any consecutive twelve month period, to increase the Administrative Agent substantially aggregate Commitments in the form of Exhibit K, request that the Aggregate Commitments be increased; provided that (i) any such increase in the Aggregate Commitments shall be in the amount integral multiples of $25,000,000 or a higher integral multiple of $5,000,000 and (ii) provided that the aggregate amount of all such increases shall the Commitments, as so increased, may not exceed $200,000,000. 350,000,000, by adding to this Agreement one or more other Eligible Assignees (bwhich may include any Bank (with the consent of such Bank, in its discretion)) Any (each such Eligible Assignee, an "Additional Bank"), with the approval of the Administrative Agent (not to be unreasonably withheld), each of which Additional Banks shall have entered into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent pursuant to which such Additional Bank shall undertake a Commitment (if any such Additional Bank is a Bank, its Commitment shall be in addition to such Bank's Commitment hereunder) which Commitment shall be in an amount at least equal to $10,000,000, and upon the effectiveness of such agreement (the date of the effectiveness of any such agreement being hereinafter referred to as the "Increased Commitment Date") such Additional Bank shall thereupon become a "Bank" for all purposes of this Agreement. Notwithstanding the foregoing, the increase in the Aggregate aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments hereunder pursuant to this Section 2.14 2.19 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of only if: (i) the date on which the Company has delivered to Borrower shall have given the Administrative Agent a certified copy notice of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing any such increase and at least ten Business Days prior to any such Increased Commitment Date; (ii) no Default or Event of Default shall have occurred and be continuing as of the Administrative Agent has received and accepted date of the applicable increase letter notice referred to in the form of Annex 1 to Exhibit K foregoing clause (in the case of an increase in the Commitment of an existing Lenderi) or assumption letter in on the form of Annex 2 to Exhibit K Increased Commitment Date; and (in the case iii) there shall have been no reduction of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order 2.07 hereof on or prior to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4)Increased Commitment Date. (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. (a) The Company Borrower may, at its option, at any time or from time to timetime prior to the Termination Date, increase the Total Commitments (each such increase, a “Commitment Increase” and the additional Commitments pursuant to each such Commitment Increase, “Incremental Commitments”) to an aggregate principal amount not to exceed $500,000,000600,000,000 (with each Commitment Increase being in a minimum aggregate principal amount of $5,000,000 (the “Minimum Increase Amount”) or a whole multiple of $1,000,000 in excess of the Minimum Increase Amount) by means requesting that existing Lenders or new lenders commit to any such increase; provided that: (i) no Lender shall be required to commit to any such increase; (ii) no such increase shall become effective unless at the time thereof and after giving effect thereto (A) no Default or Event of Default shall have occurred and be continuing, (B) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects, provided, that, to the extent any such representation and warranty is already qualified by materiality or reference to Material Adverse Effect, such representation shall be true and correct in all respects, and (C) the Administrative Agent shall have received a letter certificate from the Borrower to the effect of (A) and (B) of clause (ii); and (iii) no new lender shall become a Lender pursuant to this Section 2.21 unless such lender is an Eligible Assignee and the Administrative Agent shall have given its prior written consent, which consent shall not be unreasonably withheld. The Borrower shall be entitled to pay upfront or other fees to such lenders who extend credit pursuant to this Section 2.21 as the Borrower and such lenders may agree. Each Commitment Increase shall become effective on the date (each such date, an “Increased Facility Closing Date”) specified in an activation notice delivered to the Administrative Agent no less than ten (10) Business Days prior to the effective date of such notice specifying the amount of the increase and the effective date thereof. Each new lender that provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit KE, request that whereupon such New Lender shall become a Lender for all purposes and to the Aggregate Commitments same extent as if originally a party hereto and shall be increased; provided that bound by and entitled to the benefits of this Agreement to such extent. On any Increased Facility Closing Date, subject to the satisfaction of the foregoing terms and conditions, (i) any each of the Lenders shall be deemed to assign to each Person with Incremental Commitments (each, an “Incremental Lender”) and each of the Incremental Lenders shall be deemed to purchase from each of the Lenders, at the principal amount thereof, such increase interests in the Aggregate Revolving Loans outstanding on such Increased Facility Closing Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Loans will be held by the Lenders (including Incremental Lenders) ratably in accordance with their respective Commitments after giving effect to the addition of such Incremental Commitments to the Commitments, (ii) each Incremental Commitment shall be deemed for all purposes a Commitment and each Revolving Loan made thereunder (an “Incremental Loan”) shall be deemed for all purposes a Revolving Loan and (iii) each Incremental Lender that is a New Lender shall become a Lender in accordance with the immediately preceding sentence. The terms and provisions of the Incremental Loans and Incremental Commitments shall be in the amount of $25,000,000 or a higher integral multiple of $5,000,000 and (ii) the aggregate amount of all such increases shall not exceed $200,000,000. (b) Any increase in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered substantially identical to the Administrative Agent a certified copy of resolutions of its board of directors, in form terms and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case conditions of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4)Commitments. (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. (a) The Company Borrower may, from time on any Business Day prior to timeMarch 31, by means of a letter delivered to the Administrative Agent substantially in the form of Exhibit K2000, request that the Aggregate Commitments be increased; provided that (i) any such increase in the Aggregate Commitments shall be in the amount of $25,000,000 or a higher integral multiple of $5,000,000 and (ii) the aggregate amount of all such increases shall not exceed $200,000,000. (b) Any increase in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, increase the L/C Issuer aggregate amount of the Commitments by delivering a Commitment Amount Increase Request at least 5 Business Days prior to the desired effective date of such increase (the "Commitment Amount Increase") identifying an additional Bank (or additional Commitments for existing Bank(s)) and the Swing Line Lender amount of its Commitment (which consents shall not be unreasonably withheld or delayedadditional amount of its Commitment(s)); provided, and no however, that (i) any increase of the aggregate amount of the Commitments to an amount in excess of $425,000,000 will require the Aggregate Commitments may be effected pursuant to clause approval of all the Banks, (bii) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the Commitments will be applied pro rata to the Revolving Credit Commitments and Term Loan Commitments, and (iii) any increase of the aggregate amount of the Aggregate Commitments pursuant to this Section 2.14 and shall be in an amount not less than $5,000,000. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and Applicable Percentage of each Lender the Administrative Agent. Upon the effectiveness thereof, the new Bank (or, if applicable, existing Bank) shall advance Term Loans and Revolving Loans in an amount sufficient such that after giving effect theretoto its Loans each Bank shall have outstanding its pro rata share of Term Loans and Revolving Loans. The Company acknowledges that, in order It shall be a condition to maintain Revolving such effectiveness that no Eurocurrency Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans be outstanding on the date of such increase (effectiveness and that the Borrower shall not have terminated any such prepayment portion of the Commitments pursuant to Section 1.14 hereof. The Borrower agrees to pay any fees or conversion shall be without premium or penalty but subject expenses of the Agent relating to the provisions of Section 3.4)any Commitment Amount Increase. (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. (a) The Company mayProvided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, by means (with the approval of a letter delivered to the Administrative Agent substantially in the form of Exhibit KAgent, which approval shall not be unreasonably withheld, conditioned or delayed) request that the Aggregate Commitments be increased; provided that (i) any such an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding $250,000,000; provided that any such request for an increase shall be in the a minimum amount of $25,000,000 25,000,000. To achieve the requested increase, the Borrower may ask one or more Lenders to increase their existing Commitments and/or invite additional Eligible Assignees to become Lenders pursuant to a higher integral multiple joinder agreement in form and substance reasonably satisfactory to the Administrative Agent. For the avoidance of $5,000,000 and (ii) the aggregate amount of all such increases doubt, no Lender shall not exceed $200,000,000be obligated to increase its Commitment pursuant to this Section 2.14. (b) Any increase in If the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c)are increased in accordance with this Section, adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender Borrower shall determine the effective date (which consents shall not be unreasonably withheld or delayed), the “Increase Effective Date”) and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Increase Effective Date signed by a Responsible Officer (i) certifying and attaching the resolutions approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase (A) the representations and warranties contained in Article V are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in Sections 5.06(a) and 5.06(b) shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) if necessary to keep the outstanding Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the amount of the Aggregate Commitments pursuant to under this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4)Section. (fc) This Section shall supersede any provision provisions in Section 10.1 2.13 or 11.01 to the contrary.

Increase in Commitments. (a) The Company may, from time to time, by means of a letter delivered Prior to the Administrative Agent substantially Termination Date, the Borrower shall have the right to increase the Commitments up to an additional $30,000,000 (in the form of Exhibit K, request that the Aggregate Commitments be increased; provided that (i) any such increase in the Aggregate Commitments shall be in the a minimum amount of $25,000,000 or a higher integral multiple of $5,000,000 and (iiintegral multiples of $1,000,000 in excess thereof) on a PRO RATA basis for each of the aggregate Banks in accordance with the amount of all such increases shall not exceed $200,000,000. (b) Any increase in their Commitment upon one Business Day's prior written notice to the Aggregate Commitments may be effected by Agent PROVIDED THAT: (i) increasing the Commitment of one or more Lenders that have agreed Borrower may exercise its right to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent1.14 only one time, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received no Default or Event of Default shall have occurred and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans continuing on the date of such increase or would result from such increase, (iii) on the date of such increase the Borrower shall have repaid in full the outstanding Term Loans from the proceeds of the issuance of Subordinated Debt, and any (iv) the increase in Commitments to become effective on such prepayment or conversion date shall be in an amount no greater than the aggregate principal amount of the Term Loans repaid on such date. Upon the satisfaction of the foregoing provisions, the Commitment of each Bank shall, without premium any further action on the part of the Borrower or penalty but subject any Bank, be deemed amended to reflect the provisions of increase as provided in this Section 3.4)1.14. Section 2.1 (fa) This Section shall supersede any provision of the Credit Agreement is hereby amended by deleting clause (i) thereof in its entirety and inserting in its place the following: " (i) PRIOR TO THE ISSUANCE OF SUBORDINATED DEBT BY THE BORROWER, 0.250% PER ANNUM FOR EACH DAY LEVEL I STATUS EXISTS AND FROM AND AFTER THE DATE ON WHICH THE BORROWER ISSUES ANY SUBORDINATED DEBT 0.375% PER ANNUM FOR EACH DAY LEVEL I STATUS EXISTS." 4. The definition of "RESTRICTED PAYMENT" contained in Section 10.1 to 4 of the contrary.Credit Agreement is hereby amended in its entirety and as so amended shall read as follows:

Increase in Commitments. (a) The Company Borrower may, at its option, at any time or from time to timetime prior to the Termination Date, increase the Total Commitments (each such increase, a “Commitment Increase” and the additional Commitments pursuant to each such Commitment Increase, “Incremental Commitments”) to an aggregate principal amount not to exceed $400,000,000500,000,000 (with each Commitment Increase being in a minimum aggregate principal amount of $5,000,000 (the “Minimum Increase Amount”) or a whole multiple of $1,000,000 in excess of the Minimum Increase Amount) by means requesting that existing Lenders or new lenders commit to any such increase; provided that: (i) no Lender shall be required to commit to any such increase; (ii) no such increase shall become effective unless at the time thereof and after giving effect thereto (A) no Default or Event of Default shall have occurred and be continuing, (B) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects, provided, that, to the extent any such representation and warranty is already qualified by materiality or reference to Material Adverse Effect, such representation shall be true and correct in all respects, and (C) the Administrative Agent shall have received a letter certificate from the Borrower to the effect of (A) and (B) of clause (ii); and (iii) no new lender shall become a Lender pursuant to this Section 2.21 unless such lender is an Eligible Assignee and the Administrative Agent shall have given its prior written consent, which consent shall not be unreasonably withheld. The Borrower shall be entitled to pay upfront or other fees to such lenders who extend credit pursuant to this Section 2.21 as the Borrower and such lenders may agree. Each Commitment Increase shall become effective on the date (each such date, an “Increased Facility Closing Date”) specified in an activation notice delivered to the Administrative Agent no less than ten (10) Business Days prior to the effective date of such notice specifying the amount of the increase and the effective date thereof. Each new lender that provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit KE, request that whereupon such New Lender shall become a Lender for all purposes and to the Aggregate Commitments same extent as if originally a party hereto and shall be increased; provided that bound by and entitled to the benefits of this Agreement to such extent. On any Increased Facility Closing Date, subject to the satisfaction of the foregoing terms and conditions, (i) any each of the Lenders shall be deemed to assign to each Person with Incremental Commitments (each, an “Incremental Lender”) and each of the Incremental Lenders shall be deemed to purchase from each of the Lenders, at the principal amount thereof, such increase interests in the Aggregate Commitments Revolving Loans outstanding on such Increased Facility Closing Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the amount Revolving Loans will be held by the Lenders (including Incremental Lenders) ratably in accordance with their respective Commitments after giving effect to the addition of $25,000,000 or a higher integral multiple of $5,000,000 and such Incremental Commitments to the Commitments, (ii) the aggregate amount of all such increases shall not exceed $200,000,000. (b) Any increase in the Aggregate Commitments may be effected by (i) increasing the each Incremental Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its deemed for all purposes a Commitment and each Additional LenderRevolving Loan made thereunder (an “Incremental Loan”) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional Lender). (d) No Additional Lender shall be added as deemed for all purposes a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4). (f) This Section shall supersede any provision in Section 10.1 to the contrary.Loan and

Increase in Commitments. Following the Closing Date, Airgas shall have the right, upon at least fifteen (a15) The Company mayBusiness Days’ prior written notice to the Agent, to increase the U.S. Revolving Committed Amount and/or the Foreign Currency Committed Amount by an aggregate amount for all such increases not to exceed $325,000,000, in one or more increases, at any time and from time to time; subject, by means however, in any such case, to satisfaction of a letter delivered the following conditions precedent: (i) no Default or Event of Default has occurred and is continuing on the date on which such increase is to become effective; (ii) the representations and warranties set forth in Article VI of this Credit Agreement shall be true and correct in all material respects on and as of the date on which such increase is to become effective; (iii) no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the Administrative best knowledge of Airgas, threatened by or against the Consolidated Parties or against any of their respective properties or revenues which (A) relates to any of the Credit Documents or any of the transactions contemplated hereby or thereby or (B) would be reasonably expected to have a Material Adverse Effect; (iv) since March 31, 2011, there has been no development or event relating to or affecting the Consolidated Parties which has had or would be reasonably expected to have a Material Adverse Effect; (v) such increase shall be an integral multiple of $1,000,000 and shall in no event be less than $5,000,000; (vi) such requested increase shall be effective on such date only to the extent that, on or before such date, (A) the Agent substantially shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable to the Agent from one or more lenders that would qualify as an Eligible Assignee (assuming such transaction were treated as an assignment pursuant to Section 11.3(b)) (it being understood that no Lender shall be obligated to increase any of its Commitments pursuant to this Section without its consent) and (B) each such lender shall have executed an agreement in the form of Exhibit K4.4 hereto (each such agreement a “New Commitment Agreement”), accepted in writing therein by the Agent and, with respect to any lender that is not at such time a Lender hereunder, Airgas, with respect to the Additional Commitment of such lender; (vii) the Agent shall have received all documents (including board of directors’ resolutions and opinions of counsel) it may reasonably request that relating to the Aggregate Commitments be increased; provided that (i) any corporate or other necessary authority for and the validity of such increase in the Aggregate Commitments shall be U.S. Revolving Committed Amount and/or the Foreign Currency Committed Amount, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Agent; (viii) if the reallocation, if any, of outstanding Loans among the Lenders in connection with such increase results in the amount prepayment of $25,000,000 or Eurocurrency Loans on a higher integral multiple day which is not the last day of $5,000,000 and an Interest Period with respect thereto, Airgas shall have paid to each affected Lender such amounts, if any, as may be required pursuant to Section 4.11; and (iiix) the aggregate amount of all such increases to the Foreign Currency Committed Amount effected by this Section 4.4(b) shall not exceed $200,000,00050,000,000. (b) Any increase in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4). (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. (a) The Company may, from time to timetime on or prior to April __, 2005, by means of a letter delivered to the Administrative Agent substantially in the form of Exhibit KI, request that the Aggregate Commitments be increasedincreased to up to $300,000,000; provided that (i) any such increase in the Aggregate Commitments shall be in the a minimum amount of $25,000,000 or 5,000,000 and a higher integral multiple of $5,000,000 thereof and (ii) the aggregate amount of all such increases shall not exceed $200,000,00050,000,000. (b) Any increase in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “"Additional Lender”") with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K I (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K I (in the case of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender Agent (which consents consent shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage Pro Rata Share of each Lender after giving effect thereto. The EXHIBIT 4.1 Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage's Pro Rata Share, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4). (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. (a) The Company mayProvided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, by means (with the approval of a letter delivered to the Administrative Agent substantially in the form of Exhibit KAgent, which approval shall not be unreasonably withheld, conditioned or delayed) request that the Aggregate Commitments be increased; provided that (i) any such an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding $250,000,000; provided that any such request for an increase shall be in the a minimum amount of $25,000,000 25,000,000. To achieve the requested increase, the Borrower may ask one or more Lenders to increase their existing Commitments and/or invite additional Eligible Assignees to become Lenders pursuant to a higher integral multiple joinder agreement in form and substance reasonably satisfactory to the Administrative Agent. For the avoidance of $5,000,000 and (ii) the aggregate amount of all such increases doubt, no Lender shall not exceed $200,000,000be obligated to increase its Commitment pursuant to this Section 2.14. (b) Any increase in If the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c)are increased in accordance with this Section, adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender Borrower shall determine the effective date (which consents shall not be unreasonably withheld or delayed), the “Increase Effective Date”) and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrower and the Lenders of any the final allocation of such increase in and the amount Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Aggregate Commitments pursuant Increase Effective Date signed by a Responsible Officer (i) certifying and attaching the resolutions approving or consenting to this Section 2.14 such increase, and of the Commitment (ii) certifying that, before and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (A) the representations and warranties contained in Article V are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the Increase Effective Date, except to the extent that such prepayment or conversion representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in Sections 5.06(a) and 5.06(b) shall be without premium or penalty but subject deemed to refer to the provisions most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 3.46.01, and (B). (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. (a) The Company Borrower may, at its option, at any time or from time to timetime prior to the Termination Date, increase the Total Commitments (each such increase, a “Commitment Increase” and the additional Commitments pursuant to each such Commitment Increase, “Incremental Commitments”) to an aggregate principal amount not to exceed $700,000,000800,000,000 (with each Commitment Increase being in a minimum aggregate principal amount of $5,000,000 (the “Minimum Increase Amount”) or a whole multiple of $1,000,000 in excess of the Minimum Increase Amount) by means requesting that existing Lenders or new lenders commit to any such increase; provided that: (i) no Lender shall be required to commit to any such increase; (ii) no such increase shall become effective unless at the time thereof and after giving effect thereto (A) no Default or Event of Default shall have occurred and be continuing, (B) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects, provided, that, to the extent any such representation and warranty is already qualified by materiality or reference to Material Adverse Effect, such representation shall be true and correct in all respects, and (C) the Administrative Agent shall have received a letter certificate from the Borrower to the effect of (A) and (B) of clause (ii); and (iii) no new lender shall become a Lender pursuant to this Section 2.21 unless such lender is an Eligible Assignee and the Administrative Agent shall have given its prior written consent, which consent shall not be unreasonably withheld. The Borrower shall be entitled to pay upfront or other fees to such lenders who extend credit pursuant to this Section 2.21 as the Borrower and such lenders may agree. Each Commitment Increase shall become effective on the date (each such date, an “Increased Facility Closing Date”) specified in an activation notice delivered to the Administrative Agent no less than ten (10) Business Days prior to the effective date of such notice specifying the amount of the increase and the effective date thereof. Each new lender that provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit KE, request that whereupon such New Lender shall become a Lender for all purposes and to the Aggregate Commitments same extent as if originally a party hereto and shall be increased; provided that bound by and entitled to the benefits of this Agreement to such extent. On any Increased Facility Closing Date, subject to the satisfaction of the foregoing terms and conditions, (i) any each of the Lenders shall be deemed to assign to each Person with Incremental Commitments (each, an “Incremental Lender”) and each of the Incremental Lenders shall be deemed to purchase from each of the Lenders, at the principal amount thereof, such increase interests in the Aggregate Revolving Loans outstanding on such Increased Facility Closing Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Loans will be held by the Lenders (including Incremental Lenders) ratably in accordance with their respective Commitments after giving effect to the addition of such Incremental Commitments to the Commitments, (ii) each Incremental Commitment shall be deemed for all purposes a Commitment and each Revolving Loan made thereunder (an “Incremental Loan”) shall be deemed for all purposes a Revolving Loan and (iii) each Incremental Lender that is a New Lender shall become a Lender in accordance with the immediately preceding sentence. The terms and provisions of the Incremental Loans and Incremental Commitments shall be in the amount of $25,000,000 or a higher integral multiple of $5,000,000 and (ii) the aggregate amount of all such increases shall not exceed $200,000,000. (b) Any increase in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered substantially identical to the Administrative Agent a certified copy of resolutions of its board of directors, in form terms and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case conditions of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4)Commitments. (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. (a) The Company Borrower may, at its option, at any time or from time to timetime prior to the Termination Date, increase the Total Commitments by means up to $55,000,000 to an aggregate principal amount not to exceed $200,000,000 by requesting the existing Lenders or new lenders to commit to any such increase; provided that: (i) no Lender shall be required to commit to any such increase; (ii) no such increase shall become effective unless at the time thereof and after giving effect thereto (A) no Default or Event of Default shall have occurred and be continuing, (B) Parent is in compliance with the financial covenants set forth in Section 7.1, (C) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects; provided that, to the extent any such representation and warranty is already qualified by materiality or reference to Material Adverse Effect, such representation shall be true and correct in all respects, and (D) the Administrative Agent shall have received a letter certificate from the Borrower to the effect of (A), (B) and (C) of clause (ii); and (iii) no new lender shall become a Lender pursuant to this Section 2.21 unless such lender is an Eligible Assignee and the Administrative Agent shall have given its prior written consent, which consent shall not be unreasonably withheld. The Borrower shall be entitled to pay upfront or other fees to such lenders who extend credit pursuant to this Section 2.21 as the Borrower and such lenders may agree. Such increases in the Commitments shall become effective on the date (each such date, an “Increased Facility Closing Date”) specified in an activation notice delivered to the Administrative Agent no less than 10 Business Days prior to effective date of such notice specifying the amount of the increase and the effective date thereof. Each new lender that provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit KE, request that whereupon such New Lender shall become a Lender for all purposes and to the Aggregate same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. Unless otherwise agreed by the Administrative Agent, on each Increased Facility Closing Date, the Borrower shall borrow Revolving Loans under the relevant increased Commitments be increased; provided that (i) any such from each Lender participating in the relevant increase in the Aggregate Commitments shall be in an amount determined by reference to the amount of $25,000,000 each Type of Loan (and, in the case of Eurodollar Loans, of each Eurodollar Tranche) which would then have been outstanding from such Lender if (x) each such Type or a higher integral multiple of $5,000,000 Eurodollar Tranche had been borrowed or effected on such Increased Facility Closing Date and (iiy) the aggregate amount of each such Type or Eurodollar Tranche requested to be so borrowed or effected had been proportionately increased, and, if applicable in connection with such increased Commitments, the Borrower shall pay all such increases amounts due under Section 2.17. The Adjusted LIBO Rate applicable to any Eurodollar Loan borrowed pursuant to the preceding sentence shall not exceed $200,000,000. (b) Any increase equal the rate then applicable to the Eurodollar Loans of the other Lenders in the Aggregate Commitments may be effected by same Eurodollar Tranche (i) increasing or, until the Commitment expiration of one or more Lenders that have agreed to the then-current Interest Period, such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons rate as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by upon between the Administrative Agent, Borrower and the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional relevant Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4). (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. Following the Closing Date, Airgas shall have the right, upon at least fifteen (a15) The Company mayBusiness Days’ prior written notice to the Agent, to increase the U.S. Revolving Committed Amount and/or the Foreign Currency Committed Amount by an aggregate amount for all such increases not to exceed $325,000,000, in one or more increases, at any time and from time to time; subject, by means however, in any such case, to satisfaction of a letter delivered the following conditions precedent: (i) no Default or Event of Default has occurred and is continuing on the date on which such increase is to become effective; (ii) the representations and warranties set forth in Article VI of this Credit Agreement shall be true and correct in all material respects on and as of the date on which such increase is to become effective; (iii) no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the Administrative best knowledge of Airgas, threatened by or against the Consolidated Parties or against any of their respective properties or revenues which (A) relates to any of the Credit Documents or any of the transactions contemplated hereby or thereby or (B) would be reasonably expected to have a Material Adverse Effect; (iv) since March 31, 2010, there has been no development or event relating to or affecting the Consolidated Parties which has had or would be reasonably expected to have a Material Adverse Effect; (v) such increase shall be an integral multiple of $1,000,000 and shall in no event be less than $5,000,000; (vi) such requested increase shall be effective on such date only to the extent that, on or before such date, (A) the Agent substantially shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable to the Agent from one or more lenders that would qualify as an Eligible Assignee (assuming such transaction were treated as an assignment pursuant to Section 11.3(b)) (it being understood that no Lender shall be obligated to increase any of its Commitments pursuant to this Section without its consent) and (B) each such lender shall have executed an agreement in the form of Exhibit K4.4 hereto (each such agreement a “New Commitment Agreement”), accepted in writing therein by the Agent and, with respect to any lender that is not at such time a Lender hereunder, Airgas, with respect to the Additional Commitment of such lender; (vii) the Agent shall have received all documents (including board of directors’ resolutions and opinions of counsel) it may reasonably request that relating to the Aggregate Commitments be increased; provided that (i) any corporate or other necessary authority for and the validity of such increase in the Aggregate Commitments shall be U.S. Revolving Committed Amount and/or the Foreign Currency Committed Amount, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Agent; (viii) if the reallocation, if any, of outstanding Loans among the Lenders in connection with such increase results in the amount prepayment of $25,000,000 or Eurocurrency Loans on a higher integral multiple day which is not the last day of $5,000,000 and an Interest Period with respect thereto, Airgas shall have paid to each affected Lender such amounts, if any, as may be required pursuant to Section 4.11; and (iiix) the aggregate amount of all such increases to the Foreign Currency Committed Amount effected by this Section 4.4(b) shall not exceed $200,000,00050,000,000. (b) Any increase in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4). (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. (a) The Company may, from time to time, by means of a letter delivered Subject to the Administrative Agent substantially in the form of Exhibit K, request that the Aggregate Commitments be increased; provided that (i) any such increase in the Aggregate Commitments shall be in the amount of $25,000,000 or a higher integral multiple of $5,000,000 terms and (ii) the aggregate amount of all such increases shall not exceed $200,000,000. (b) Any increase in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agentconditions set forth herein, the Company andBorrower Representative shall have the one-time right, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after be exercised at any time prior to the later to occur earlier of (i) the date on which that is two (2) years following the Company has delivered to Closing Date or (ii) the Administrative Agent a certified copy of resolutions exercise of its board option to decrease the Aggregate Committed Amount under Section 2.01(c) below, cause an increase in the Aggregate Committed Amount by up to Twenty Million Dollars ($20,000,000) (to an aggregate amount not more than One Hundred Twenty Million Dollars ($120,000,000)); provided that such increase shall be conditioned and effective upon the satisfaction of directors, in form and substance the following conditions: (i) the Borrowers shall obtain commitments for the amount of the increase from existing Lenders or other commercial banks or financial institutions reasonably acceptable to the Administrative Agent, authorizing such increase which other commercial banks and (ii) the Administrative Agent has received and accepted the applicable increase letter financial institutions shall join in this Credit Agreement as Lenders by a Lender Joinder Agreement substantially in the form of Annex 1 Exhibit F attached hereto or other arrangement reasonably acceptable to Exhibit K the Administrative Agent (it being understood that in no case shall any Lender be required to increase its Commitment without its written consent); (ii) if any Advances are outstanding at the case time of an increase in any such increase, the Commitment Borrowers shall make such payments and adjustments on the Advances (including payment of an existing Lenderany break-funding amounts owing under Section 3.05) or assumption letter in as may be necessary to give effect to the form of Annex 2 revised commitment percentages and commitment amounts; (iii) the Borrowers shall pay to Exhibit K the Administrative Agent the following fees: (in the case 1) for payment to each Lender making such increased commitment, a commitment fee equal to one percent (1%) of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in to the Aggregate Commitments may be effected pursuant Committed Amount of such Lender and (2) for payment to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders for its own account, an arrangement fee equal to one-half of any increase in one percent (.5%) times the amount of the increase to the Aggregate Commitments pursuant Committed Amount. (iv) the Borrowers shall have executed any new or amended and restated Notes (to this the extent requested by the Lenders) to reflect the revised commitment amounts; and (v) the conditions to the making of an Advance set forth in Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto4.02 shall be satisfied. The Company acknowledges that, in order to maintain Revolving Loans in accordance In connection with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata any such increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion Commitments, Schedule 2.01 shall be without premium or penalty but subject revised to reflect the provisions modified Commitments and Commitment Percentages of Section 3.4)the Lenders, and the DAL:0535130/00080:1910701v7 Borrowers shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders in connection therewith. (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. (a) The Company mayBorrower shall have the right exercisable 5 times, from time to time, by means of a letter delivered upon at least 10 Business Days’ notice to the Administrative Agent substantially in and the form of Exhibit KLenders, to request that the Aggregate Commitments be increased; provided that (i) increases in the Revolving Commitments or (ii) the making of Term Loans (the “Additional Term Loans”) by up to $300,000,000 to a maximum aggregate amount not to exceed $650,000,000 (reduced to the extent Borrower has terminated or reduced the Revolving Commitments) by either adding new lenders as Lenders (subject to the Administrative Agent’s prior written approval of the identity of any such new lender if it is not an Eligible Assignee) or obtaining the agreement, which shall be at such Lender’s or Lenders’ sole discretion, of one or more of the then current Lenders to increase its or their Revolving Commitments or to make Additional Term Loans. Each such increase in the Aggregate Commitments shall or the making of Additional Term Loans must be in the an aggregate minimum amount of $25,000,000 or a higher and integral multiple multiples of $5,000,000 in excess thereof. Such increases may be increases in Revolving Commitments or the making of Additional Term Loans or a combination thereof. Effecting any increase of the Revolving Commitments or the making of Additional Term Loans under this Section is subject to the following conditions precedent: (x) no Default or Unmatured Default has occurred, is then continuing or shall be in existence on the effective date of such increase of Revolving Commitments or making of Additional Term Loans, (y) the representations and warranties (subject in all cases to all materiality qualifiers and other exceptions in such representations and warranties) contained in Article V shall be true and correct as of the effective date of such increase, except to the extent any such representation or warranty is stated to relate solely to an earlier date (in which case such representation or warranty shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, and (iiz) the Administrative Agent shall have received an Amendment Regarding Increase by the Borrower, the Guarantors, the Administrative Agent and the new lender or existing Lender providing such increase of Revolving Commitments or Additional Term Loans, a copy of which shall be forwarded to each Lender by the Administrative Agent promptly after execution thereof and all documentation and opinions as the Administrative Agent may reasonably request, in form and substance satisfactory to the Administrative Agent. In no event will any existing Lender be obligated to provide any portion of any such increase of Revolving Commitments or making of Additional Term Loans unless such Lender shall specifically agree in writing to provide such increase of Revolving Commitments or making of Additional Term Loans at such time. On the effective date of any such increase of Revolving Commitments or making of Additional Term Loans, Borrower shall pay to the institutions arranging such increases such fees as may be agreed to by such institutions and the Borrower and to each new lender or then-current Lender providing such increase of Revolving Commitments or making Additional Term Loans the up-front fee agreed to between Borrower and such party. In addition, the Guarantors, if any, shall execute a consent to such increase of Revolving Commitments or making of Additional Term Loans ratifying and continuing their obligations under the Guaranty. If a Person becomes a new Lender having a Revolving Commitment under this Agreement, or if any existing Revolving Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Revolving Lender hereunder (or in the case of an existing Revolving Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Revolving Lenders its Revolving Percentage (determined with respect to the Revolving Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Revolving Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of all payments previously made by the other Revolving Lenders under Section 2A.6(b) that have not been repaid, plus (C) interest accrued and unpaid to and as of such increases date on such portion of the outstanding principal amount of such Revolving Loans. The Lenders agree to cooperate in any required sale and purchase of outstanding Revolving Advances to achieve such result. In no event shall not the aggregate Commitments and Term Loans exceed $200,000,000. (b) Any increase in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto 650,000,000 without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion approval of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4)Lenders which are not then Defaulting Lenders. (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. (a) The Company maySubject to the conditions ------------------------ set forth in this Section 2.18 and provided no Default or Event of Default shall have occurred and be continuing, the Revolving Credit Commitments may be increased from time to time, by means upon the request of the Borrower, if an existing Lender agrees to increase its Revolving Credit Commitment or any other financial institution or bank (a letter delivered "New Lender") agrees to provide additional Revolving Credit Commitments. In no event shall the Administrative Agent substantially aggregate principal amount of the Revolving Credit Commitments exceed $65,000,000. Increases in the form of Exhibit K, request that the Aggregate Commitments be increased; provided that (i) any such increase in the Aggregate Revolving Credit Commitments shall be in the amount increments of $25,000,000 or a higher integral multiple 1,000,000 and the initial minimum commitment of $5,000,000 and (ii) the aggregate amount of all such increases any New Lender shall not exceed be less than $200,000,0005,000,000. (b) Any increase in the Aggregate If any such additional Revolving Credit Commitments may be effected are provided by (i) increasing the Commitment of one or more Lenders that have agreed to a New Lender, then such increase and/or (ii) subject to clause (c), adding one or more commercial banks New Lender shall execute a joinder or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directorsagreement, in form and substance reasonably acceptable satisfactory to the Administrative Agent, authorizing such increase wherein the New Lender agrees to be bound by all the terms and (ii) conditions of the Credit Agreement, as amended, applicable to Lenders and the New Lender shall thereafter be a "Lender" for all purposes of the Credit Agreement, as amended. Neither the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case nor any of the addition of an Additional Lender)existing Lenders shall have any obligation to provide additional Revolving Credit Commitments or to provide or identify any New Lender willing to provide additional Revolving Credit Commitments. (dc) No Additional Lender Prior to the effectiveness of the increase in or addition to, as the case may be, the Revolving Credit Commitments, the Borrower shall be added as a party hereto without the written consent of deliver to the Administrative Agent, in form and substance satisfactory to the L/C Issuer Administrative Agent, in its sole discretion, a certificate of a Responsible Officer of the Parent stating that the Borrower and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase Parent are in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase pro forma compliance with all covenants contained in the amount Section 7.1 of the Aggregate Commitments pursuant to this Section 2.14 Credit Agreement, before and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in or addition to, as the Aggregate Commitments case may require prepayment or conversion of all or portions of certain be, the Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4)Credit Commitments. (f) This Section shall supersede any provision in Section 10.1 to the contrary."

Increase in Commitments. (a) The Company Borrower may, at its option, at any time or from time to timetime prior to the Extended Termination Date, increase the Total Commitments (each such increase, a “Commitment Increase” and the additional Commitments pursuant to each such Commitment Increase, “Incremental Commitments”) to an aggregate principal amount not to exceed $175,000,000200,000,000 (with each Commitment Increase being in a minimum aggregate principal amount of $5,000,000 (the “Minimum Increase Amount”) or a whole multiple of $1,000,000 in excess of the Minimum Increase Amount) by means requesting that existing Lenders or new lenders commit to any such increase; provided that: (i) no Lender shall be required to commit to any such increase; (ii) no such increase shall become effective unless at the time thereof and after giving effect thereto (A) no Default or Event of Default shall have occurred and be continuing, (B) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects, provided, that, to the extent any such representation and warranty is already qualified by materiality or reference to Material Adverse Effect, such representation shall be true and correct in all respects and (C) the Administrative Agent shall have received a letter certificate from the Borrower to the effect of (A) and (B) of this clause (ii); and (iii) no new lender shall become a Lender pursuant to this Section 2.21 unless such lender is an Eligible Assignee and the Administrative Agent shall have given its prior written consent, which consent shall not be unreasonably withheld. The Borrower shall be entitled to pay upfront or other fees to such lenders who extend credit pursuant to this Section 2.21 as the Borrower and such lenders may agree. Each Commitment Increase shall become effective on the date (each such date, an “Increased Facility Closing Date”) specified in an activation notice delivered to the Administrative Agent no less than ten (10) Business Days prior to the effective date of such notice specifying the amount of the increase and the effective date thereof. Each new lender that provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit KE, request that whereupon such New Lender shall become a Lender for all purposes and to the Aggregate Commitments same extent as if originally a party hereto and shall be increased; provided that bound by and entitled to the benefits of this Agreement to such extent. On any Increased Facility Closing Date, subject to the satisfaction of the foregoing terms and conditions, (i) any each of the Lenders shall be deemed to assign to each Person with Incremental Commitments (each, an “Incremental Lender”) and each of the Incremental Lenders shall be deemed to purchase from each of the Lenders, at the principal amount thereof, such increase interests in the Aggregate Revolving Loans outstanding on such Increased Facility Closing Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Loans will be held by the Lenders (including Incremental Lenders) ratably in accordance with their respective Commitments after giving effect to the addition of such Incremental Commitments to the Commitments, (ii) each Incremental Commitment shall be deemed for all purposes a Commitment and each Revolving Loan made thereunder (an “Incremental Loan”) shall be deemed for all purposes a Revolving Loan and (iii) each Incremental Lender that is a New Lender shall become a Lender in accordance with the immediately preceding sentence. The terms and provisions of the Incremental Loans and Incremental Commitments shall be in the amount of $25,000,000 or a higher integral multiple of $5,000,000 and (ii) the aggregate amount of all such increases shall not exceed $200,000,000. (b) Any increase in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered substantially identical to the Administrative Agent a certified copy of resolutions of its board of directors, in form terms and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case conditions of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4)Extended Commitments. (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. (a) The Company Borrower may, at its option, at any time or from time to timetime prior to the Termination Date, increase the Total Commitments (each such increase, a “Commitment Increase” and the additional Commitments pursuant to each such Commitment Increase, “Incremental Commitments”) to an aggregate principal amount not to exceed $225,000,000400,000,000 (with each Commitment Increase being in a minimum aggregate principal amount of $5,000,000 (the “Minimum Increase Amount”) or a whole multiple of $1,000,000 in excess of the Minimum Increase Amount) by means requesting that existing Lenders or new lenders commit to any such increase; provided that: (i) no Lender shall be required to commit to any such increase; (ii) no such increase shall become effective unless at the time thereof and after giving effect thereto (A) no Default or Event of Default shall have occurred and be continuing, (B) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects, provided, that, to the extent any such representation and warranty is already qualified by materiality or reference to Material Adverse Effect, such representation shall be true and correct in all respects, and (C) the Administrative Agent shall have received a letter certificate from the Borrower to the effect of (A) and (B) of clause (ii); and (iii) no new lender shall become a Lender pursuant to this Section 2.21 unless such lender is an Eligible Assignee and the Administrative Agent shall have given its prior written consent, which consent shall not be unreasonably withheld. The Borrower shall be entitled to pay upfront or other fees to such lenders who extend credit pursuant to this Section 2.21 as the Borrower and such lenders may agree. Each Commitment Increase shall become effective on the date (each such date, an “Increased Facility Closing Date”) specified in an activation notice delivered to the Administrative Agent no less than ten (10) Business Days prior to the effective date of such notice specifying the amount of the increase and the effective date thereof. Each new lender that provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit KE, request that whereupon such New Lender shall become a Lender for all purposes and to the Aggregate Commitments same extent as if originally a party hereto and shall be increased; provided that bound by and entitled to the benefits of this Agreement to such extent. On any Increased Facility Closing Date, subject to the satisfaction of the foregoing terms and conditions, (i) any each of the Lenders shall be deemed to assign to each Person with Incremental Commitments (each, an “Incremental Lender”) and each of the Incremental Lenders shall be deemed to purchase from each of the Lenders, at the principal amount thereof, such increase interests in the Aggregate Revolving Loans outstanding on such Increased Facility Closing Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Loans will be held by the Lenders (including Incremental Lenders) ratably in accordance with their respective Commitments after giving effect to the addition of such Incremental Commitments to the Commitments, (ii) each Incremental Commitment shall be deemed for all purposes a Commitment and each Revolving Loan made thereunder (an “Incremental Loan”) shall be deemed for all purposes a Revolving Loan and (iii) each Incremental Lender that is a New Lender shall become a Lender in accordance with the immediately preceding sentence. The terms and provisions of the Incremental Loans and Incremental Commitments shall be in the amount of $25,000,000 or a higher integral multiple of $5,000,000 and (ii) the aggregate amount of all such increases shall not exceed $200,000,000. (b) Any increase in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered substantially identical to the Administrative Agent a certified copy of resolutions of its board of directors, in form terms and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case conditions of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4)Commitments. (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. (a) The Company Borrower may, at its option, at any time or from time to timetime prior to the Termination Date, increase the Total Commitments by means requesting the existing Lenders or new lenders to commit to any such increase; provided that: (i) no Lender shall be required to commit to any such increase; (ii) no such increase shall become effective unless at the time thereof and after giving effect thereto (A) no Default or Event of Default shall have occurred and be continuing, (B) Parent is in compliance with the financial covenants set forth in Section 7.1, (C) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects; provided that, to the extent any such representation and warranty is already qualified by materiality or reference to Material Adverse Effect, such representation shall be true and correct in all respects, and (D) the Administrative Agent shall have received a letter certificate from the Borrower to the effect of (A), (B) and (C) of clause (ii); (iii) no new lender shall become a Lender pursuant to this Section 2.21 unless such lender is an Eligible Assignee and the Administrative Agent shall have given its prior written consent, which consent shall not be unreasonably withheld; and (iv) the Total Commitments after such increase shall not exceed $500,000,000. The Borrower shall be entitled to pay upfront or other fees to such lenders who extend credit pursuant to this Section 2.21 as the Borrower and such lenders may agree. Such increases in the Commitments shall become effective on the date (each such date, an “Increased Facility Closing Date”) specified in an activation notice delivered to the Administrative Agent no less than 10 Business Days prior to effective date of such notice specifying the amount of the increase and the effective date thereof. Each new lender that provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit KE, request that whereupon such New Lender shall become a Lender for all purposes and to the Aggregate same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. Unless otherwise agreed by the Administrative Agent, on each Increased Facility Closing Date, the Borrower shall borrow Revolving Loans under the relevant increased Commitments be increased; provided that (i) any such from each Lender participating in the relevant increase in the Aggregate Commitments shall be in an amount determined by reference to the amount of $25,000,000 each Type of Loan (and, in the case of Eurodollar Loans, of each Eurodollar Tranche) which would then have been outstanding from such Lender if (x) each such Type or a higher integral multiple of $5,000,000 Eurodollar Tranche had been borrowed or effected on such Increased Facility Closing Date and (iiy) the aggregate amount of each such Type or Eurodollar Tranche requested to be so borrowed or effected had been proportionately increased, and, if applicable in connection with such increased Commitments, the Borrower shall pay all such increases amounts due under Section 2.17. The Adjusted LIBO Rate applicable to any Eurodollar Loan borrowed pursuant to the preceding sentence shall not exceed $200,000,000. (b) Any increase equal the rate then applicable to the Eurodollar Loans of the other Lenders in the Aggregate Commitments may be effected by same Eurodollar Tranche (i) increasing or, until the Commitment expiration of one or more Lenders that have agreed to the then-current Interest Period, such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons rate as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by upon between the Administrative Agent, Borrower and the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional relevant Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4). (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. (a) The Company Borrower may, from on a one time to timebasis, upon prior written notice by means of a letter delivered the Borrower to the Administrative Agent substantially in increase the form Commitments (but not the Letter of Exhibit K, request that Credit Sublimit) with additional Commitments from any existing Lender or new Commitments from any other Person selected by the Aggregate Commitments be increasedBorrower and acceptable to the Administrative Agent and the L/C Issuer; provided that that: (i) any such increase in the Aggregate Commitments shall be in the an amount of not exceeding $25,000,000 or a higher integral multiple of $5,000,000 and 1,000,000; (ii) no Default or Event of Default shall exist and be continuing at the aggregate amount time of all such increases shall not exceed $200,000,000.increase; (biii) Any increase in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 no existing Lender shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed under any obligation to increase its Commitment and each Additional any such decision whether to increase its Commitment shall be in such Lender’s sole and absolute discretion; (iv) after (A) any new Lender shall join this Agreement by executing such joinder documents required by the later Administrative Agent and/or (B) any existing Lender electing to occur of increase its Commitment shall have executed a commitment agreement satisfactory to the Administrative Agent; (iv) as a condition precedent to such increase, the date on which the Company has delivered Borrower shall deliver to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage certificate of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation Loan Party dated as of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Borrower, certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (and in all respects if any such prepayment representation or conversion warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be without premium or penalty but subject deemed to refer to the provisions most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 3.4)6.01, and (y) no Default or Event of Default exists; and (b) Schedule 1.01(b) shall be deemed revised to include any increase in the Commitments pursuant to this Section 2.15 and to include thereon any Person that becomes a Lender pursuant to this Section 2.15. (fc) This The Borrower shall prepay any Loans owing by it and outstanding on the date of any such increase (and pay any additional amounts required pursuant to Section shall supersede any provision in Section 10.1 3.05) to the contraryextent necessary to keep the outstanding Loans ratable with any revised Commitments arising from any nonratable increase in the Commitments under this Section.

Increase in Commitments. (a) The Company may, from time to timetime on or prior to May 22, 2009, by means of a letter delivered to the Administrative Agent substantially in the form of Exhibit KI, request that the Aggregate Commitments be increasedincreased to up to $350,000,000; provided that (i) any such increase in the Aggregate Commitments shall be in the a minimum amount of $25,000,000 or 5,000,000 and a higher integral multiple of $5,000,000 thereof and (ii) the aggregate amount of all such increases shall not exceed $200,000,00050,000,000. (b) Any increase in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K I (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K I (in the case of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage Pro Rata Share of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable PercentagePro Rata Share, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4). (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. Subject to Section 8.12(d), the Borrower shall have the right, on thirty (30) calendar days' prior written notice to the Administrative Agent, so long as no Default or Event of Default shall have occurred and be continuing (or would result therefrom), with the consent of the Required Lenders to increase the total amount of the Aggregate Commitments hereunder by (a) The Company mayfirst, from time accepting the offer of any existing Lender or Lenders to time, by means increase its (or their) Commitment (or Commitments) up to the amount of a letter delivered any such increase (which increase shall be offered first to the Administrative Agent, then (to the extent any such increase is not fully underwritten by the Administrative Agent) to the existing other Lenders); and/or (b) second, accepting the offer or offers of any Person or Persons (not then a Lender) constituting an Eligible Assignee to become a new Lender hereto with a Commitment or Commitments up to the amount (or aggregate amount) of any such increase to the extent any such increase is not fully underwritten by the Administrative Agent substantially or existing Lenders; provided, that (i) in no event shall any Lender's Commitment be increased without the consent of such Lender, (ii) if any Loans are outstanding hereunder on the date that any such increase is to become effective, the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans reflect the Commitment Percentages of the Lenders after giving effect to any increase pursuant to this Section 2.8, (iii) each such increase shall be in minimum amounts of at least Five Million Dollars ($5,000,000) and (iv) in no event shall any such increase result in the amount of the Aggregate Commitment exceeding $200,000,000. Any increase to the Aggregate Commitment pursuant to clause (a) of the first sentence of this Section 2.8 shall become effective upon the execution of a Commitment Increase Supplement in the form of Exhibit KI-1 hereto, request that the Aggregate Commitments be increased; provided that (i) any such increase in the Aggregate Commitments shall be in the amount of $25,000,000 or a higher integral multiple of $5,000,000 and (ii) the aggregate amount of all such increases shall not exceed $200,000,000. (b) Any increase in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to executed by the Administrative AgentBorrower, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable the increasing Lender or Lenders and any increase to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Aggregate Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if of the first sentence of this Section 2.8 shall become effective upon the execution of a Default exists. (e) New Lender Supplement in the form of Exhibit I-2 hereto by the Borrower, the Administrative Agent and relevant new Lender or Lenders. The Administrative Agent shall promptly notify the Company and forward copies of any such supplement to the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4)promptly upon receipt thereof. (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. (a) The Company Borrower may, at its option, at any time or from time to timetime prior to the Termination Date, increase the Total Commitments by means up to $70,000,000 to an aggregate principal amount not to exceed $200,000,000 by requesting the existing Lenders or new lenders to commit to any such increase; provided that: (i) no Lender shall be required to commit to any such increase; (ii) no such increase shall become effective unless at the time thereof and after giving effect thereto (A) no Default or Event of Default shall have occurred and be continuing, (B) Parent is in compliance with the financial covenants set forth in Section 7.1, (C) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects; provided that, to the extent any such representation and warranty is already qualified by materiality or reference to Material Adverse Effect, such representation shall be true and correct in all respects, and (D) the Administrative Agent shall have received a letter certificate from the Borrower to the effect of (A), (B) and (C) of clause (ii); and (iii) no new lender shall become a Lender pursuant to this Section 2.21 unless such lender is an Eligible Assignee and the Administrative Agent shall have given its prior written consent, which consent shall not be unreasonably withheld. The Borrower shall be entitled to pay upfront or other fees to such lenders who extend credit pursuant to this Section 2.21 as the Borrower and such lenders may agree. Such increases in the Commitments shall become effective on the date (each such date, an “Increased Facility Closing Date”) specified in an activation notice delivered to the Administrative Agent no less than 10 Business Days prior to effective date of such notice specifying the amount of the increase and the effective date thereof. Each new lender that provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit KE, request that whereupon such New Lender shall become a Lender for all purposes and to the Aggregate same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. Unless otherwise agreed by the Administrative Agent, on each Increased Facility Closing Date, the Borrower shall borrow Revolving Loans under the relevant increased Commitments be increased; provided that (i) any such from each Lender participating in the relevant increase in the Aggregate Commitments shall be in an amount determined by reference to the amount of $25,000,000 each Type of Loan (and, in the case of Eurodollar Loans, of each Eurodollar Tranche) which would then have been outstanding from such Lender if (x) each such Type or a higher integral multiple of $5,000,000 Eurodollar Tranche had been borrowed or effected on such Increased Facility Closing Date and (iiy) the aggregate amount of each such Type or Eurodollar Tranche requested to be so borrowed or effected had been proportionately increased, and, if applicable in connection with such increased Commitments, the Borrower shall pay all such increases amounts due under Section 2.17. The Adjusted LIBO Rate applicable to any Eurodollar Loan borrowed pursuant to the preceding sentence shall not exceed $200,000,000. (b) Any increase equal the rate then applicable to the Eurodollar Loans of the other Lenders in the Aggregate Commitments may be effected by same Eurodollar Tranche (i) increasing or, until the Commitment expiration of one or more Lenders that have agreed to the then-current Interest Period, such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons rate as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by upon between the Administrative Agent, Borrower and the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional relevant Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4). (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. (a) The Company mayProvided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, by means (with the approval of a letter delivered to the Administrative Agent substantially in the form of Exhibit KAgent, which approval shall not be unreasonably withheld, conditioned or delayed) request that the Aggregate Commitments be increased; provided that (i) any such an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding $500,000,000; provided that any such request for an increase shall be in the a minimum amount of $25,000,000 25,000,000. To achieve the requested increase, the Borrower may ask one or more Lenders to increase their existing Commitments and/or invite additional Eligible Assignees to become Lenders pursuant to a higher integral multiple joinder agreement in form and substance reasonably satisfactory to the Administrative Agent. For the avoidance of $5,000,000 and (ii) the aggregate amount of all such increases doubt, no Lender shall not exceed $200,000,000be obligated to increase its Commitment pursuant to this Section 2.14. (b) Any increase in If the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c)are increased in accordance with this Section, adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender Borrower shall determine the effective date (which consents shall not be unreasonably withheld or delayed), the “Increase Effective Date”) and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrower and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date final allocation of such increase (and any the Increase Effective Date. As a condition precedent to such prepayment or conversion increase, the Borrower shall be without premium or penalty but subject deliver to the provisions Administrative Agent a certificate dated as of Section 3.4). the Increase Effective Date signed by a Responsible Officer (fi) This Section shall supersede any provision in Section 10.1 certifying and attaching the resolutions approving or consenting to the contrary.such increase, and (ii) certifying that, before and after giving

Increase in Commitments. (a) The Company After the Restatement Date, the Borrower may, from time to time, by means of a letter delivered upon at least thirty (30) days’ notice to the Administrative Agent substantially (which shall promptly provide a copy of such notice to the Lenders), propose to increase the amount of the Commitments in an aggregate minimum amount of $25,000,000 and an aggregate maximum amount for all increases pursuant to this Section 2.13 not to exceed $300,000,000 (the form amount of Exhibit Kany such increase, request the “Increased Commitments”) provided that the Aggregate Administrative Agent shall have received a certificate signed by a Designated Officer dated as of the date of such increase in form and substance satisfactory to the Administrative Agent stating that the representations and warranties contained in Article V are true and correct in all material respects on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.13, the representations and warranties contained in Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b) of Section 6.01 and the representations and warranties contained in Section 5.06 shall be deemed to refer to the most recent financial statements furnished pursuant to subsection (b) of Section 6.01 and that no Default has occurred and is continuing. (b) The Borrower may offer the Increased Commitments be increased; provided that to: (i) any Lender party to this Agreement; provided, that any Lender offered an Increased Commitment shall have no obligation to accept such increase in the Aggregate Commitments shall be in the amount of $25,000,000 Increased Commitment; or a higher integral multiple of $5,000,000 and (ii) any other Eligible Assignee acceptable to the Administrative Agent and which agrees to become a party to this Agreement (an “Additional Lender”); provided that the Commitment of each such Lender or Additional Lender equals or exceeds $10,000,000. The sum of (1) the aggregate amount of all such Commitment increases shall not exceed $200,000,000. of any existing Lenders pursuant to this subsection (b) Any increase plus (2) the aggregate amount of any Commitments of Additional Lenders shall not in the Aggregate Commitments may be effected by (i) increasing aggregate exceed the Commitment total amount of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lenderthe Increased Commitments. (c) Any An increase in the Aggregate aggregate amount of the Commitments pursuant to this Section 2.14 2.13 shall be become effective three Business Days (or such other period agreed to upon the receipt by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment Agent of an agreement in form and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered substance satisfactory to the Administrative Agent signed by the Borrower, by each Additional Lender and by each other Lender whose Commitment is to be increased, setting forth the new Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a certified copy party to this Agreement and to be bound by all the terms and provisions hereof, together with such evidence of resolutions appropriate corporate authorization on the part of its board of directors, in form and substance reasonably acceptable the Borrower with respect to the Administrative Agent, authorizing Increased Commitments and such increase and (ii) opinions of counsel for the Borrower with respect to the Increased Commitments as the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional Lender)may reasonably request. (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4). (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. (a) The Company Borrower may, at its option, at any time or from time to timetime prior to the Termination Date, increase the Total Commitments by means up to $25,000,000 to an aggregate principal amount not to exceed $125,000,000 by requesting the existing Lenders or new lenders to commit to any such increase; provided that: (i) no Lender shall be required to commit to any such increase; (ii) no such increase shall become effective unless at the time thereof and after giving effect thereto (A) no Default or Event of Default shall have occurred and be continuing, (B) Parent is in compliance with the financial covenants set forth in Section 7.1, (C) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects; provided that, to the extent any such representation and warranty is already qualified by materiality or reference to Material Adverse Effect, such representation shall be true and correct in all respects, and (D) the Administrative Agent shall have received a letter certificate from the Borrower to the effect of (A), (B) and (C) of clause (ii); and (iii) no new lender shall become a Lender pursuant to this Section 2.21 unless such lender is an Eligible Assignee and the Administrative Agent shall have given its prior written consent, which consent shall not be unreasonably withheld. The Borrower shall be entitled to pay upfront or other fees to such lenders who extend credit pursuant to this Section 2.21 as the Borrower and such lenders may agree. Such increases in the Commitments shall become effective on the date (each such date, an “Increased Facility Closing Date”) specified in an activation notice delivered to the Administrative Agent no less than 10 Business Days prior to effective date of such notice specifying the amount of the increase and the effective date thereof. Each new lender that provides any part of any such increase in the Commitments (a “New Lender”) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit KE, request that whereupon such New Lender shall become a Lender for all purposes and to the Aggregate same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. Unless otherwise agreed by the Administrative Agent, on each Increased Facility Closing Date, the Borrower shall borrow Revolving Loans under the relevant increased Commitments be increased; provided that (i) any such from each Lender participating in the relevant increase in the Aggregate Commitments shall be in an amount determined by reference to the amount of $25,000,000 each Type of Loan (and, in the case of Eurodollar Loans, of each Eurodollar Tranche) which would then have been outstanding from such Lender if (x) each such Type or a higher integral multiple of $5,000,000 Eurodollar Tranche had been borrowed or effected on such Increased Facility Closing Date and (iiy) the aggregate amount of each such Type or Eurodollar Tranche requested to be so borrowed or effected had been proportionately increased, and, if applicable in connection with such increased Commitments, the Borrower shall pay all such increases amounts due under Section 2.17. The Adjusted LIBO Rate applicable to any Eurodollar Loan borrowed pursuant to the preceding sentence shall not exceed $200,000,000. (b) Any increase equal the rate then applicable to the Eurodollar Loans of the other Lenders in the Aggregate Commitments may be effected by same Eurodollar Tranche (i) increasing or, until the Commitment expiration of one or more Lenders that have agreed to the then-current Interest Period, such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons rate as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by upon between the Administrative Agent, Borrower and the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional relevant Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4). (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. (a) The Company mayBorrower may by written notice to Administrative Agent elect to request, from at any time following the Amendment No. 6 Effective Date, an increase to timethe existing Commitments (any such increase, the “New Commitments”) by means an amount not in excess of U.S.$50,000,000 in the aggregate. Such New Commitments shall not be less than U.S.$10,000,000 individually (or such lesser amount which shall be approved by Administrative Agent), and shall be in integral multiples of U.S.$1,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Commitments shall be effective, which shall be a letter date not less than (10) Business Days after the date on which such notice is delivered to Administrative Agent, and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Lender”) to whom the Borrower proposes any portion of such New Commitments be allocated and the amounts of such allocations; provided any Lender approached to provide all or a portion of the New Commitments, may elect or decline, in its sole discretion, to provide a New Commitment; provided, further, that any New Lender shall be acceptable to the Administrative Agent Agent. Such New Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date immediately prior to or after giving effect to such New Commitments; (2) both immediately prior to and after giving effect to such New Commitments each of the conditions set forth in Section 4.02 shall be satisfied; (3) the Borrower shall be in compliance with the financial covenants set forth in Section 7.11 both as of the last day of the most recently ended fiscal quarter and immediately after giving effect to such New Commitments; (4) the New Commitments shall be effected pursuant to one or more joinder agreements substantially in the form of Exhibit K, request that the Aggregate Commitments be increased; provided that G (i) any such increase in the Aggregate Commitments shall be in the amount of $25,000,000 or a higher integral multiple of $5,000,000 and (ii) the aggregate amount of all such increases shall not exceed $200,000,000. (b) Any increase in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional LenderJoinder Agreement”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to executed and delivered by the Borrower, the New Lender and Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter shall be recorded in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional Lender). (d) No Additional Register and each New Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4). (f) This Section shall supersede any provision requirements set forth in Section 10.1 to the contrary.3.01; and

Increase in Commitments. (a) The Company mayBorrower shall have the right exercisable 5 times, from time to time, by means of a letter delivered upon at least 10 Business Days’ notice to the Administrative Agent substantially in and the form of Exhibit KLenders, to request that the Aggregate Commitments be increased; provided that (i) increases in the Revolving Commitments or (ii) the making of additional Term Loans (the “Additional Term Loans”) by up to $750,000,000 to a maximum aggregate amount not to exceed $1,600,000,000 (reduced to the extent Borrower has terminated or reduced the Revolving Commitments) by either adding new lenders as Lenders (subject to the Administrative Agent’s prior written approval of the identity of any such new lender if it is not an Eligible Assignee) or obtaining the agreement, which shall be at such Lender’s or Lenders’ sole discretion, of one or more of the then current Lenders to increase its or their Revolving Commitments or to make Additional Term Loans. Each such increase in the Aggregate Commitments or the making of Additional Term Loans must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. Such increases may be increases in Revolving Commitments or the making of Additional Term Loans or a combination thereof. Effecting any increase of the Revolving Commitments or the making of Additional Term Loans under this Section is subject to the following conditions precedent: (x) no Default or Unmatured Default has occurred, is then continuing or shall be in existence on the effective date of such increase of Revolving Commitments or making of Additional Term Loans, (y) the representations and warranties (subject in all cases to all materiality qualifiers and other exceptions in such representations and warranties) contained in Article V shall be true and correct as of the effective date of such increase, except to the extent any such representation or warranty is stated to relate solely to an earlier date (in which case such representation or warranty shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, and (z) the Administrative Agent shall have received an Amendment Regarding Increase by the Borrower, the Administrative Agent and the new lender or existing Lender providing such increase of Revolving Commitments or Additional Term Loans, a copy of which shall be forwarded to each Lender by the Administrative Agent promptly after execution thereof and all documentation and opinions as the Administrative Agent may reasonably request, in form and substance satisfactory to the Administrative Agent. In no event will any existing Lender be obligated to provide any portion of any such increase of Revolving Commitments or making of Additional Term Loans unless such Lender shall specifically agree in writing to provide such increase of Revolving Commitments or making of Additional Term Loans at such time. On the effective date of any such increase of Revolving Commitments or making of Additional Term Loans, Borrower shall pay to the institutions arranging such increases such fees as may be agreed to by such institutions and the Borrower and to each new lender or then-current Lender providing such increase of Revolving Commitments or making Additional Term Loans the up-front fee agreed to between Borrower and such party. In addition, the Parent and the Subsidiary Guarantors, if any, shall execute a consent to such increase of Revolving Commitments or making of Additional Term Loans ratifying and continuing their obligations under the Springing Guaranty and the Subsidiary Guaranty, respectively. If a Person becomes a new Lender having a Revolving Commitment under this Agreement, or if any existing Revolving Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Revolving Lender hereunder (or in the case of an existing Revolving Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Revolving Lenders its Revolving Percentage (determined with respect to the Revolving Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Revolving Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of $25,000,000 or a higher integral multiple of $5,000,000 and such Revolving Loans to be purchased by such Lender, plus (iiB) the aggregate amount of all payments previously made by the other Revolving Lenders under Section 2A.6(b) that have not been repaid, plus (C) interest accrued and unpaid to and as of such increases date on such portion of the outstanding principal amount of such Revolving Loans. The Lenders agree to cooperate in any required sale and purchase of outstanding Revolving Advances to achieve such result. In no event shall not the aggregate Commitments and Term Loans exceed $200,000,000. (b) Any increase in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto 1,600,000,000 without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion approval of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4)Lenders which are not then Defaulting Lenders. (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. The Borrowers may from time to time add one or more tranches of term loans or increase outstanding tranches of term loans (each an “Incremental Term Facility”) and/or increase commitments under any Revolving Facility (each such increase, an “Incremental Revolving Increase”; each Incremental Term Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to this Agreement at the option of the Company by an agreement in writing entered into by the Borrowers, the Administrative Agent and each Person (including any existing Lender) that agrees to provide a portion of such Incremental Facility (and, for the avoidance of doubt, shall not require the consent of any other Lender) (each an “Incremental Facility Amendment”); provided that: (a) The the aggregate principal amount of all Incremental Facilities established under this Section 2.16 shall not exceed the sum of: (i) $150,000,000; plus (ii) an unlimited amount so long as, in the case of this clause (ii), after giving effect to the relevant Incremental Facility on a Pro Forma Basis, the Consolidated Secured Leverage Ratio does not exceed 2.50:1.00 (assuming the full amount of such Incremental Facility is fully drawn and without “netting” the cash proceeds of such Incremental Facility or any other simultaneous incurrence of debt on the consolidated balance sheet of the Company); provided that any Incremental Facility may be incurred under either sub-clauses (i) or sub-clause (ii) of this clause (a) as selected by the Company mayin its sole discretion and if any Incremental Facility is intended to be incurred in part under both sub-clauses (i) and (ii) then the permissibility of the portion of such Incremental Facility to be incurred under sub-clause (ii) shall first be determined without giving effect to the portion of such Incremental Facility incurred under sub-clause (i), from but giving full Pro Forma Effect to the use of proceeds of the entire amount of such Incremental Facility; (b) no Event of Default shall exist on the effective date of any Incremental Facility or would exist after giving effect to any Incremental Facility; (c) no existing Lender shall be under any obligation to provide any Incremental Facility Commitment and any such decision whether to provide an Incremental Facility Commitment shall be in such Lender’s sole and absolute discretion; (d) each Incremental Facility shall be in an aggregate principal amount of at least $10,000,000 and each Incremental Facility Commitment shall be in a minimum principal amount of at least $1,000,000, in the case of an Incremental Revolving Increase, and at least $1,000,000 in the case of an Incremental Term Facility (or, in each case, such lesser amounts as the Administrative Agent may agree); (e) each Person providing an Incremental Facility Commitment shall qualify as an Eligible Assignee; (f) the Borrowers shall deliver to the Administrative Agent: (i) a certificate of each Loan Party dated as of the date of such increase signed by a Responsible Officer of such Loan Party (A) certifying and attaching resolutions adopted by the board of directors or equivalent governing body of such Loan Party approving such Incremental Facility and (B) in the case of the Company, certifying that, before and after giving effect to such increase, (1) the representations and warranties of each Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, if qualified by materiality or reference to timeMaterial Adverse Effect, in all respects) on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by means materiality or reference to Material Adverse Effect, in all respects) as of a letter delivered such earlier date, (2) no Default or Event of Default exists and (3) such Incremental Facility or Incremental Facilities have been incurred in compliance with this Agreement; (ii) such amendments to the Collateral Documents as the Administrative Agent may reasonably request to cause the Collateral Documents to secure the Obligations after giving effect to such Incremental Facility; and (iii) customary opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent substantially in and each Lender (including each Person providing an Incremental Facility Commitment), dated as of the form effective date of Exhibit K, request that the Aggregate Commitments be increased; provided that (i) any such increase in the Aggregate Commitments shall be in the amount of $25,000,000 or a higher integral multiple of $5,000,000 and (ii) the aggregate amount of all such increases shall not exceed $200,000,000.Incremental Facility; (bg) Any increase in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent shall have received documentation from each Person providing a certified copy commitment in respect of resolutions of such requested Incremental Facility or Incremental Facilities (each such commitment, an “Incremental Facility Commitment”) evidencing its board of directors, Incremental Facility Commitment and its obligations under this Agreement in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and ; (iih) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase Incremental Term Facility, the Administrative Agent shall have determined in the Commitment its reasonable discretion whether such Incremental Term Facility consists of a tranche A term loan (an existing Lender“Incremental Tranche A Term Facility”) or assumption letter in the form of Annex 2 to Exhibit K a tranche B term loan (an “Incremental Tranche B Term Facility”); (i) in the case of the addition of an Additional Lender).Incremental Term Facility that is an Incremental Tranche A Term Facility: (di) No Additional Lender the interest rate, interest rate margins, fees, discount, prepayment premiums, amortization and final maturity date for such Incremental Term Facility shall be added as a party hereto without agreed by the written consent Loan Parties and the Lenders providing such Incremental Term Facility; provided that: (A) the final maturity of such Incremental Term Facility shall not be earlier than the later of (1) the Maturity Date with respect to the Revolving Loans and (2) the final maturity date of any then outstanding Incremental Tranche A Term Loan; and (B) the Weighted Average Life of such Incremental Term Facility shall not be shorter than the then remaining Weighted Average Life of any then outstanding Incremental Tranche A Term Loan; (ii) the proceeds of such Incremental Term Facility shall be used for the purposes described in the definitive documentation for such Incremental Term Facility; (iii) such Incremental Term Facility shall share ratably in any prepayments of the other Term Facilities pursuant to Section 2.06 (or otherwise provide for more favorable prepayment treatment for the then outstanding Term Facilities) and shall have ratable voting rights as the other Term Facilities (or otherwise provide for more favorable voting rights for the then outstanding Term Facilities); and (iv) if such Incremental Term Facility consists of one or more new tranches of term loans, the other terms thereof, if not consistent with the terms applicable to the Term B Loan, shall be reasonably acceptable to the Administrative Agent; (j) in the case of an Incremental Term Facility that is an Incremental Tranche B Term Facility: (i) the interest rate, interest rate margins, fees, discount, prepayment premiums, amortization and final maturity date for such Incremental Term Facility shall be as agreed by the L/C Issuer Loan Parties and the Swing Line Lender Lenders providing such Incremental Term Facility; provided that: (which consents A) the final maturity of such Incremental Term Facility shall not be unreasonably withheld earlier than the later of (1) the Maturity Date with respect to the Term B Loan and (2) the final maturity date of any then outstanding Incremental Tranche B Term Loan; (B) the Weighted Average Life of such Incremental Term Facility shall not be shorter than the then remaining Weighted Average Life of the Term B Loan or delayedany then outstanding Incremental Tranche B Term Loan; (C) if the All-In-Yield on such Incremental Term Facility exceeds the All-In-Yield on the Term B Loan or any then outstanding Incremental Tranche B Term Facility by more than ½ of one percent (1.00%) per annum, then the Applicable Rate or fees payable by the Borrowers with respect to the Term B Loan and each then outstanding Incremental Tranche B Term Facility shall on the effective date of such Incremental Term Facility be increased to the extent necessary to cause the All-In-Yield on the Term B Loan and each then outstanding Incremental Tranche B Term Facility to be not more than ½ of one percent (1.00%) less than the All-In-Yield on such Incremental Term Facility (such increase to be allocated as reasonably determined by the Administrative Agent in consultation with the Borrowers); provided, and no increase that the provisions of this clause (C) shall not apply to any Incremental Term Facility provided after the first twelve (12) months following the Closing Date; (ii) the proceeds of such Incremental Term Facility shall be used for the purposes described in the Aggregate Commitments may definitive documentation for such Incremental Term Facility; (iii) such Incremental Term Facility shall share ratably in any prepayments of the Term B Loan and any then outstanding Incremental Tranche B Term Loan pursuant to Section 2.06 (or otherwise provide for more favorable prepayment treatment for the then outstanding Term Facilities) and shall have ratable voting rights as the other Term Facilities (or otherwise provide for more favorable voting rights for the then outstanding Term Facilities); and (iv) if such Incremental Term Facility consists of one or more new tranches of term loans, the other terms thereof, if not consistent with the terms applicable to the Term B Loan, shall be effected pursuant reasonably acceptable to the Administrative Agent; (k) in the case of any Incremental Revolving Increase with respect to the Revolving Facility: (i) such Incremental Revolving Increase shall have the same terms (including interest rate and interest rate margins, provided that, subject to clause (bii) above if below, such Incremental Revolving Increase may be issued with a Default exists.utilization fee and/or additional unused fee payable solely to the Lenders under such Incremental Revolving Increase) applicable to the Revolving Facility; and (eii) the existing Lenders under the Revolving Facility shall on the effective date of such Incremental Revolving Increase make such assignments (which assignments shall not be subject to the requirements set forth in Section 10.06(b)) of the outstanding Revolving Loans and participation interests in Letters of Credit and Swing Line Loans under the Revolving Facility to the Lenders providing such Incremental Revolving Increase and the Administrative Agent may make such adjustments to the Register as are necessary so that, after giving effect to such assignments and adjustments, each Lender under the Revolving Facility (including the Lenders providing such Incremental Revolving Increase) will hold revolving loans and participation interests in Letters of Credit and Swing Line Loans under the Revolving Facility equal to its pro rata share thereof; and (l) the Company shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to the incurrence of such Incremental Facility on a Pro Forma Basis (without “netting” the cash proceeds of such Incremental Facility or any other simultaneous incurrence of debt on the consolidated balance sheet of the Company and assuming, in the case of any Incremental Facility that consists of an Incremental Revolving Increase, the full amount of such Incremental Facility is fully drawn) the Loan Parties would be in Pro Forma Compliance; provided, further, that the conditions set forth in the foregoing proviso shall be subject to the provisions of Section 1.10 in the case of any Incremental Term Facility used to finance a Limited Condition Acquisition. The Incremental Facility Commitments and credit extensions thereunder shall constitute Commitments and Credit Extensions under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents. The Lenders hereby authorize the Administrative Agent to enter into, and the Lenders agree that this Agreement and the other Loan Documents shall be amended by, such Incremental Facility Amendments to the extent (and only to the extent) the Administrative Agent deems necessary in order to establish Incremental Facilities on terms consistent with and/or to effect the provisions of this Section 2.16. This Section 2.16 shall supersede any provisions in Section 10.01 to the contrary. The Administrative Agent shall promptly notify each Lender as to the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage effectiveness of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4)Incremental Facility Amendment. (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. (a) The Company mayProvided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may at any time after December 31, 2001 from time to time, by means of a letter delivered to the Administrative Agent substantially but not more often than once in the form of Exhibit Keach calendar year, request that the Aggregate Commitments be increased; provided that (i) any such an increase in the Aggregate Commitments in an amount equal to (x) $1,000,000,000 less (y) the then existing Aggregate Commitments under this Agreement less (z) the then existing "Aggregate Commitments" under and as defined in the Multi-Year Credit Agreement; provided that such increase may not be for an amount less than $25,000,000. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than fifteen Business Days from the date of delivery of such notice to the Lenders). Each Lender shall determine, in its sole discretion, whether and to what extent it will increase its Commitments and notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrower and each Lender of the Lenders' responses to each request made hereunder. In the event that the aggregate increase in Commitments agreed to by the responding Lenders is less than the requested increase in the Aggregate Commitments, then to achieve the full amount of $25,000,000 or a higher integral multiple of $5,000,000 and (ii) requested increase, the aggregate amount of all such increases shall not exceed $200,000,000Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a Joinder Agreement. (b) Any increase If any Commitments are increased in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) accordance with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent2.12, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents Borrower shall not be unreasonably withheld or delayed), and no increase in determine the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the effective date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4"Increase Effective Date"). (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. (a) The Company mayProvided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, by means request an increase in the Aggregate Commitments; provided, however, that the maximum amount of the Aggregate Commitments after giving effect to any such increase shall not exceed $125,000,000. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $5,000,000 (and in integral multiples of $1,000,000 in excess thereof). To achieve the full amount of a letter delivered requested increase, the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this Section 2.13 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.13 shall, in connection therewith, deliver to the Administrative Agent substantially a new commitment agreement in form and substance satisfactory to the form of Exhibit K, request that the Aggregate Commitments be increased; provided that (i) any such increase in the Aggregate Commitments shall be in the amount of $25,000,000 or a higher integral multiple of $5,000,000 Administrative Agent and (ii) the aggregate amount of all such increases shall not exceed $200,000,000its counsel. (b) Any increase in If the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c)are increased in accordance with this Section, adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender Borrower shall determine the effective date (which consents shall not be unreasonably withheld or delayed), the "Increase Effective Date") and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.01 hereto shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (1) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VI and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.13, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 7.01, and (B) no Default exists; (2) a statement of reaffirmation from each Loan Party pursuant to which each such Loan Party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents (including, but not limited to, the granting of Liens under the Collateral Documents); (3) if the increase is being provided by an existing Lender, and such Lender is then in possession of a Revolving Note, a revised Revolving Note in favor of such Lender reflecting such Lender's Commitment after giving effect to such increase; and (4) if the increase is being provided by a new Lender, a Revolving Note in favor of such Lender if so requested by such Lender. The Borrower shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the amount of the Aggregate Commitments pursuant to under this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4)Section. (fc) This Section shall supersede any provision provisions in Section 10.1 Sections 2.12 or 11.01 to the contrary.

Increase in Commitments. Following the Closing Date, Airgas shall have the right, upon at least fifteen (a15) The Company mayBusiness Days' prior written notice to the U.S. Agent, to increase the U.S. Revolving Committed Amount and/or the U.S. Term Loan Committed Amount by up to $150,000,000 in the aggregate for all such increases, in one or more increases, at any time and from time to time, by means subject, however, in any such case, to satisfaction of a letter delivered the following conditions precedent: (i) no Default or Event of Default has occurred and is continuing on the date on which such increase is to become effective; (ii) the representations and warranties set forth in Article VI of this Credit Agreement shall be true and correct in all material respects on and as of the date on which such increase is to become effective; (iii) such increase shall be an integral multiple of $1,000,000 and shall in no event be less than $5,000,000; (iv) such requested increase shall be effective on such date only to the Administrative extent that, on or before such date, (A) the U.S. Agent substantially shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to a commitment letter(s) acceptable to the U.S. Agent from one or more lenders acceptable to the U.S. Agent and, with respect to any lender that is not at such time a Lender hereunder, Airgas and (B) each such lender shall have executed an agreement in the form of Exhibit K4.4 hereto (each such agreement a "New Commitment Agreement"), accepted in writing therein by the U.S. Agent and, with respect to any lender that is not at such time a Lender hereunder, Airgas, with respect to the Additional Commitment of such lender; and (v) the U.S. Agent shall have received all documents (including resolutions of the board of directors of Airgas and opinions of counsel to Airgas) it may reasonably request that relating to the Aggregate Commitments be increased; provided that (i) any corporate or other necessary authority for and the validity of such increase in the Aggregate Commitments shall be in U.S. Revolving Committed Amount and/or the amount of $25,000,000 or a higher integral multiple of $5,000,000 U.S. Term Loan Committed Amount, and (ii) the aggregate amount of any other matters relevant thereto, all such increases shall not exceed $200,000,000. (b) Any increase in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable satisfactory to the Administrative U.S. Agent; and (vi) if the reallocation, authorizing if any, of outstanding Loans among the Lenders in connection with such increase results in the prepayment of Eurodollar Loans on a day which is not the last day of an Interest Period with respect thereto, Airgas shall have paid to each affected Lender such amounts, if any, as may be required pursuant to Section 4.11. (i) Upon the effectiveness of the increase in the U.S. Revolving Committed Amount and/or the U.S. Term Loan Committed Amount, as applicable, pursuant to subsection (b), (A) the U.S. Revolving Commitment Percentage and/or the U.S. Term Loan Percentage, as applicable, of each Lender shall be automatically adjusted to give effect to such increase, provided that the amount of each Lender's U.S. Revolving Commitment and/or U.S. Term Loan Commitment, as applicable, (other than a Lender whose U.S. Revolving Commitment and/or U.S. Term Loan Commitment, as applicable, shall have been increased in connection with such increase) shall remain unchanged and (B) Airgas, the U.S. Agent and the Lenders will use all commercially reasonable efforts to assign and assume outstanding Loans of the affected category to conform the respective amounts thereof held by each Lender to the U.S. Revolving Commitment Percentage as so adjusted, it being understood that the parties hereto shall use commercially reasonable efforts to avoid prepayment or assignment of any affected Loan that is a Eurodollar Loan on a day other than the last day of the Interest Period applicable thereto and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in U.S. Term Loan Committed Amount, beginning with the form of Annex 2 to Exhibit K (in the case date of the addition next principal amortization payment occurring after the date of an Additional Lender). (d) No Additional Lender such increase, the amount of each principal amortization payment on the U.S. Term Loans shall be added as a party hereto without increased by the written consent minimum amount that, when allocated ratably (based on outstandings) among all of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no Lenders holding U.S. Term Loans immediately after giving effect to such increase in the Aggregate Commitments may U.S. Term Loan Committed Amount, would provide (assuming all other things to be effected pursuant to clause (bequal) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and for each of the Lenders of any holding U.S. Term Loans immediately prior to giving effect to such increase in the U.S. Term Loan Committed Amount to receive in connection with such principal amortization payment an amount of at least equal to the Aggregate Commitments amount that such Lender would have received had such increase in the U.S. Term Loan Committed Amount (and the corresponding adjustment to such principal amortization payment pursuant to this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.44.4(c)) not taken place. (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. (a) The Company mayBorrower shall have the right exercisable 5 times, from time to time, by means of a letter delivered upon at least 10 Business Days’ notice to the Administrative Agent substantially in and the form of Exhibit KLenders, to request that the Aggregate Commitments be increased; provided that (i) increases in the Revolving Commitments or (ii) the making of additional Term Loans (the “Additional Term Loans”) by up to $750,000,000 to a maximum aggregate amount not to exceed $1,600,000,000 (reduced to the extent Borrower has terminated or reduced the Revolving Commitments) by either adding new lenders as Lenders (subject to the Administrative Agent’s prior written approval of the identity of any such new lender if it is not an Eligible Assignee) or obtaining the agreement, which shall be at such Lender’s or Lenders’ sole discretion, of one or more of the then current Lenders to increase its or their Revolving Commitments or to make Additional Term Loans. Each such increase in the Aggregate Commitments or the making of Additional Term Loans must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. Such increases may be increases in Revolving Commitments or the making of Additional Term Loans or a combination thereof. Effecting any increase of the Revolving Commitments or the making of Additional Term Loans under this Section is subject to the following conditions precedent: (x) no Default or Unmatured Default has occurred, is then continuing or shall be in existence on the effective date of such increase of Revolving Commitments or making of Additional Term Loans, (y) the representations and warranties (subject in all cases to all materiality qualifiers and other exceptions in such representations and warranties) contained in Article V shall be true and correct as of the effective date of such increase, except to the extent any such representation or warranty is stated to relate solely to an earlier date (in which case such representation or warranty shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, and (z) the Administrative Agent shall have received an Amendment Regarding Increase by the Borrower, the Administrative Agent and the new lender or existing Lender providing such increase of Revolving Commitments or Additional Term Loans, a copy of which shall be forwarded to each Lender by the Administrative Agent promptly after execution thereof and all documentation and opinions as the Administrative Agent may reasonably request, in form and substance satisfactory to the Administrative Agent. In no event will any existing Lender be obligated to provide any portion of any such increase of Revolving Commitments or making of Additional Term Loans unless such Lender shall specifically agree in writing to provide such increase of Revolving Commitments or making of Additional Term Loans at such time. On the effective date of any such increase of Revolving Commitments or making of Additional Term Loans, Borrower shall pay to the institutions arranging such increases such fees as may be agreed to by such institutions and the Borrower and to each new lender or then-current Lender providing such increase of Revolving Commitments or making Additional Term Loans the up-front fee agreed to between Borrower and such party. In addition, the Subsidiary Guarantors, if any, shall execute a consent to such increase of Revolving Commitments or making of Additional Term Loans ratifying and continuing their obligations under the Subsidiary Guaranty. If a Person becomes a new Lender having a Revolving Commitment under this Agreement, or if any existing Revolving Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Revolving Lender hereunder (or in the case of an existing Revolving Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Revolving Lenders its Revolving Percentage (determined with respect to the Revolving Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Revolving Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of $25,000,000 or a higher integral multiple of $5,000,000 and such Revolving Loans to be purchased by such Lender, plus (iiB) the aggregate amount of all payments previously made by the other Revolving Lenders under Section 2A.6(b) that have not been repaid, plus (C) interest accrued and unpaid to and as of such increases date on such portion of the outstanding principal amount of such Revolving Loans. The Lenders agree to cooperate in any required sale and purchase of outstanding Revolving Advances to achieve such result. In no event shall not the aggregate Commitments and Term Loans exceed $200,000,000. (b) Any increase in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto 1,600,000,000 without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion approval of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4)Lenders which are not then Defaulting Lenders. (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. (a) The Company may, from time to time, by means of a letter delivered Subject to the Administrative Agent substantially in the form of Exhibit K, request that the Aggregate Commitments be increased; provided that (i) any such increase in the Aggregate Commitments shall be in the amount of $25,000,000 or a higher integral multiple of $5,000,000 terms and (ii) the aggregate amount of all such increases shall not exceed $200,000,000. (b) Any increase in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agentconditions set forth herein, the Company andBorrower Representative shall have the right, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after be exercised at any time prior to the later to occur earlier of (i) the date on which that is two (2) years following the Company has delivered Closing Date with respect to the Administrative Agent a certified copy of resolutions First Increase Option and three (3) years following the Closing Date with respect to the Second Increase Option or (ii) the exercise of its board option to decrease the Aggregate Committed Amount under Section 2.01(c) below, to cause an increase in the Aggregate Committed Amount as follows: (A) the one time right to an increase in the Aggregate Committed Amount by up to Twenty Million Dollars ($20,000,000) (to an aggregate amount of directorsnot more than Two Hundred Fifty Million Dollars ($250,000,000) (the "First Increase Option") and (B) if Borrowers have exercised the First Increase Option, the one-time right to an increase in form the Aggregate Committed Amount by up to One Hundred Million Dollars ($100,000,000) (to an aggregate amount of not more than Three Hundred Fifty Million Dollars ($350,000,000) (the "Second Increase Option"). The exercise of each option to increase the Aggregate Commitment Amount shall be conditioned and substance effective upon the satisfaction of the following conditions: (1) the Borrowers shall obtain commitments for the amount of the increase from existing Lenders or other commercial banks or financial institutions reasonably acceptable to the Administrative Agent, authorizing such increase which other commercial banks and (ii) the Administrative Agent has received and accepted the applicable increase letter financial institutions shall join in this Credit Agreement as Lenders by a Lender Joinder Agreement substantially in the form of Annex 1 Exhibit F attached hereto or other arrangement reasonably acceptable to Exhibit K the Administrative Agent (it being understood that in no case shall any Lender be required to increase its Commitment without its written consent); (2) if any Advances are outstanding at the case time of any such increase, the Borrowers shall make such payments and adjustments on the Advances (including payment of any break‑funding amounts owing under Section 3.05) as may be necessary to give effect to the revised commitment percentages and commitment amounts; (3) the Borrowers shall have executed any new or amended and restated Notes (to the extent requested by the Lenders) to reflect the revised commitment amounts; (4) the conditions to the making of an Advance set forth in Section 4.02 shall be satisfied; and (5) with respect to the Second Increase Option, Guarantor shall provide a resolution of its Board of Directors authorizing the increase of the Loan contemplated by the Second Increase Option and upon Administrative Agent's request, Guarantor shall execute a confirmation of the Guaranty. In connection with any such increase in the Commitments, Schedule 2.01 shall be revised to reflect the modified Commitments and Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case Percentages of the addition of an Additional Lender). (d) No Additional Lender Lenders, and the Borrowers shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be added as a party hereto without the written consent of reasonably requested by the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4)connection therewith. (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. (a) The Company Borrower may, from time to time, by means of a letter delivered to the Administrative Agent substantially in the form of Exhibit KH, request that the Aggregate Commitments be increasedincreased to up to $200,000,000; provided that (i) any such increase in the Aggregate Commitments shall be in the a minimum amount of $25,000,000 or 5,000,000 and a higher integral multiple of $5,000,000 thereof and (ii) the aggregate amount of all such increases shall not exceed $200,000,00025,000,000. (b) Any increase in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that which have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “"Additional Lender”") with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company Borrower and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional Lender).H. (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender Agent (which consents consent shall not be unreasonably withheld or delayedwithheld), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company Borrower and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage Pro Rata Share of each Lender after giving effect thereto. The Company Borrower acknowledges that, in order to maintain Revolving Committed Loans in accordance with each Lender’s Applicable Percentage's Pro Rata Share, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Committed Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.43.05). (f) This Section shall supersede any provision in Section 10.1 10.01 to the contrary.

Increase in Commitments. (a) The Company mayProvided there exists no Default, from time to time, by means of a letter delivered upon notice to the Administrative Agent substantially in (which shall promptly notify the form of Exhibit KLenders), request that the Aggregate Commitments be increased; provided that (i) any such increase Borrower may from time to time cause increases in the Aggregate Commitments by an amount not exceeding $1,000,000,000 in the aggregate (provided that any such request for an increase shall be in the a minimum amount of $25,000,000 5,000,000 or a higher integral whole multiple of $5,000,000 and (ii1,000,000 in excess thereof) the aggregate amount of all by permitting one or more existing Lenders to increase their respective Commitments and/or by causing an Eligible Assignee that at such increases shall time is not exceed $200,000,000a Lender to become a Lender. (b) Any increase in If the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (care increased in accordance with Section 2.15(a), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender Borrower shall determine the effective date (which consents shall not be unreasonably withheld or delayed), the “Increase Effective Date”) and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrower and the Lenders of any the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall have provided to the Administrative Agent the following, in form and substance satisfactory to the Administrative Agent: (i) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that B▇▇▇▇▇▇▇’s incurrence of indebtedness hereunder in the amount of the Aggregate Commitments as increased pursuant to this Section 2.14 2.15(a) and with a maturity date of the Commitment Stated Maturity Date then in effect, has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be internal counsel) to such effect, and (ii) a certificate dated as of the Increase Effective Date signed by a Responsible Officer of the Borrower certifying that, before and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges thatto such increase, (A) the representations and warranties contained in Article V (including without limitation the representation and warranties set forth in Sections 5.04(c) and 5.05) and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date (or if qualified by materiality or Material Adverse Effect, true and correct in all respects; provided that the representation and warranty made in Section 5.12(a) is true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in order which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15(b), the representations and warranties contained in subsections (a) and (b) of Section 5.04 shall be deemed to maintain Revolving refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. (c) The Borrower shall be deemed to prepay/reborrow any Committed Loans in accordance outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata any revised Pro Rata Shares arising from any nonratable increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4)under this Section. (fd) This Section shall supersede any provision provisions in Section 10.1 Sections 2.12 or 10.01 to the contrary.

Increase in Commitments. (a) The Company Borrower may, at its option, at any time or from time to timetime prior to the Maturity Date, increase the Total Commitments or establish new incremental Commitments, the borrowing of which will be added to the outstanding principal amount of the Loans, in an aggregate principal amount not to exceed $500,000,000 (the “Incremental Amount”) at the time such incremental Commitments are established or incremental Loans are funded or established (if commitments in respect of such incremental Loans are established on a date prior to funding) by means requesting the existing Lenders or new lenders to commit to any such increase; provided that, (i) no Lender shall be required to commit to any such increase; (ii) no such increase shall become effective unless at the time thereof and after giving effect thereto (A) no Default or Event of Default shall have occurred and be continuing, (B) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects), and (C) Administrative Agent shall have received a letter certificate from Borrower to the effect of (A) and (B) of clause (ii); and (iii) no new lender shall become a Lender pursuant to this Section 2.21 unless such lender is an Eligible Assignee and Administrative Agent shall have given its prior written consent, which consent shall not be unreasonably withheld. Borrower shall be entitled to pay upfront or other fees to such lenders who extend credit pursuant to this Section 2.21 as Borrower and such lenders may agree. Such new Commitments or increases in the Commitments shall become effective on the date (each such date, an “Increased Facility Closing Date”) specified in an activation notice delivered to Administrative Agent no less than ten (10) Business Days prior to effective date of such notice specifying the amount of the increase (which shall be in minimum increments of $5,000,000 and a minimum amount of $25,000,000, or equal to the remaining Incremental Amount or, in each case, such lesser amount approved by the Administrative Agent Agent) and the effective date thereof. Other than with respect to upfront fees, the terms of any Loans under any incremental Commitments shall be the same as the Commitments and the Loans. Each new lender that provides any part of any new Commitments or increase in the Commitments (a “New Lender”) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit KD, request that whereupon such New Lender shall become a Lender for all purposes and to the Aggregate Commitments be increased; provided that (i) any such increase in the Aggregate Commitments shall be in the amount of $25,000,000 or a higher integral multiple of $5,000,000 and (ii) the aggregate amount of all such increases shall not exceed $200,000,000. (b) Any increase in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons same extent as if originally a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 and shall be effective three Business Days (or such other period agreed to bound by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered entitled to the Administrative Agent a certified copy benefits of resolutions this Agreement. For the avoidance of its board of directorsdoubt, in form and substance reasonably acceptable notwithstanding anything to the Administrative Agentcontrary in this Agreement or any other Loan Document (including, authorizing such increase but not limited to, Section 2.1(a) and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayedSection 2.2), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions terms of this Section 3.4). (f) This Section shall supersede 2.21, the Borrower may request Loans in an aggregate principal amount not to exceed the Incremental Amount at any provision in Section 10.1 time prior to the contraryMaturity Date (regardless of whether or not the Commitment Period has terminated) and even if the making of such Loans would result in Loans being made in more than six (6) separate occasions.

Increase in Commitments. (a) The Company Borrower may, from on a one time to timebasis, upon prior written notice by means of a letter delivered the Borrower to the Administrative Agent substantially in increase the form Commitments (but not the Letter of Exhibit K, request that Credit Sublimit) with additional Commitments from any existing Lender or new Commitments from any other Person selected by the Aggregate Commitments be increasedBorrower and acceptable to the Administrative Agent and the L/C Issuer; provided that that: CHAR1\1485063v6 (i) any such increase in the Aggregate Commitments shall be in the an amount of not exceeding $25,000,000 or a higher integral multiple of $5,000,000 and 5,000,000; (ii) no Default or Event of Default shall exist and be continuing at the aggregate amount time of all such increases shall not exceed $200,000,000.increase; (biii) Any increase in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 no existing Lender shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed under any obligation to increase its Commitment and each Additional any such decision whether to increase its Commitment shall be in such Lender’s sole and absolute discretion; (iv) after (A) any new Lender shall join this Agreement by executing such joinder documents required by the later Administrative Agent and/or (B) any existing Lender electing to occur of increase its Commitment shall have executed a commitment agreement satisfactory to the Administrative Agent; (iv) as a condition precedent to such increase, the date on which the Company has delivered Borrower shall deliver to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage certificate of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation Loan Party dated as of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Borrower, certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (and in all respects if any such prepayment representation or conversion warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be without premium or penalty but subject deemed to refer to the provisions most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 3.4)6.01, and (y) no Default or Event of Default exists; and (b) Schedule 1.01(b) shall be deemed revised to include any increase in the Commitments pursuant to this Section 2.15 and to include thereon any Person that becomes a Lender pursuant to this Section 2.15. (fc) This The Borrower shall prepay any Loans owing by it and outstanding on the date of any such increase (and pay any additional amounts required pursuant to Section shall supersede any provision in Section 10.1 3.05) to the contraryextent necessary to keep the outstanding Loans ratable with any revised Commitments arising from any nonratable increase in the Commitments under this Section.

Increase in Commitments. The Borrower shall have the right, upon at least fifteen (a15) The Company mayBusiness Days’ prior written notice to the Administrative Agent, to increase the Aggregate Revolving Commitments, the aggregate Tranche A Term Loan Commitments, the aggregate Tranche B Term Loan Commitments and/or the aggregate Tranche C Term Loan Commitments by up to $200,000,000 in the aggregate for all such increases, in one or more increases, at any time and from time to time, subject, however, in any such case, to satisfaction of the following conditions precedent: (i) no Default has occurred and is continuing on the date on which such increase is to become effective; (ii) the representations and warranties set forth in Article VI of this Agreement shall be true and correct in all material respects on and as of the date on which such increase is to become effective (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); (iii) such increase shall be an integral multiple of $1,000,000 and shall in no event be less than $10,000,000; (iv) such requested increase shall only be effective upon receipt by means the Administrative Agent of (A) additional commitments in a letter delivered corresponding amount of such requested increase from either existing Lenders and/or one or more other institutions that qualify as an Eligible Assignee (it being understood and agreed that no existing Lender shall be required to provide an additional commitment), (B) documentation from each institution providing an additional commitment evidencing their commitment and their obligations under this Agreement in form and substance acceptable to the Administrative Agent substantially in the form of Exhibit K, request that the Aggregate Commitments be increased; provided that (i) any such increase in the Aggregate Commitments shall be in the amount of $25,000,000 or a higher integral multiple of $5,000,000 and (iiC) the aggregate amount of all such increases shall not exceed $200,000,000. (b) Any increase in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which the Company has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of Tranche C Term Loan Commitments at such time when there are no Tranche C Term Loans outstanding, an existing Lender) or assumption letter agreement among the Borrower and the Lenders and other institutions providing the additional Tranche C Term Loan Commitments, in the form of Annex 2 and substance acceptable to Exhibit K (in the case of the addition of an Additional Lender). (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, as to the L/principal amortization payments and Applicable Rates applicable to the Tranche C Issuer Term Loans, which agreement shall be deemed to amend Section 2.07(e) and the Swing Line Lender definition of Applicable Rate; (which consents v) the Administrative Agent shall not be unreasonably withheld have received all documents (including resolutions of the board of directors of the Borrower and opinions of counsel to the Borrower) it may reasonably request relating to the corporate or delayed), and no other necessary authority for such increase in the Aggregate Revolving Commitments, the aggregate Tranche A Term Loan Commitments, the aggregate Tranche B Term Loan Commitments and/or the aggregate Tranche C Term Loan Commitments, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent; and (vi) if the reallocation, if any, of outstanding Loans among the Lenders in connection with such increase results in the prepayment of Eurodollar Rate Loans on a day which is not the last day of an Interest Period with respect thereto, the Borrower shall have paid to each affected Lender such amounts, if any, as may be effected required pursuant to clause (b) above if a Default existsSection 3.05. (ei) The Administrative Agent shall promptly notify Upon the Company and the Lenders effectiveness of any increase in the Aggregate Revolving Commitments, the aggregate Tranche A Term Loan Commitments, the aggregate Tranche B Term Loan Commitments and/or the aggregate Tranche C Term Loan Commitments, as applicable, pursuant to subsection (e) above, (A) the applicable Pro Rata Shares of the Lenders shall be automatically adjusted to give effect to such increase, provided that the amount of each Lender’s Commitments (other than a Lender whose Commitments shall have been increased in connection with such increase) shall remain unchanged and (B) the Aggregate Borrower, the Administrative Agent and the Lenders will use all commercially reasonable efforts to assign and assume outstanding Loans of the affected category to conform the respective amounts thereof held by each Lender to the Pro Rata Shares as so adjusted, it being understood that the parties hereto shall use commercially reasonable efforts to avoid prepayment or assignment of any affected Loan that is a Eurodollar Rate Loan on a day other than the last day of the Interest Period applicable thereto and (ii) in the case of an increase in the aggregate Tranche A Term Loan Commitments, the aggregate Tranche B Term Loan Commitments or the aggregate Tranche C Term Loan Commitments, as applicable, beginning with the date of the next principal amortization payment, occurring after the date of such increase, the amount of each principal amortization payment on the Tranche A Term Loans, Tranche B Term Loans or Tranche C Term Loans, as applicable, shall be increased by the minimum amount that, when allocated ratably (based on outstandings) among all of the Lenders holding the Tranche A Term Loans, Tranche B Term Loans or Tranche C Term Loans, as applicable, immediately after giving effect to such increase in the Tranche A Term Loans, Tranche B Term Loans or Tranche C Term Loans, as applicable, would provide (assuming all other things to be equal) for each of the Lenders holding the Tranche A Term Loans, Tranche B Term Loans or Tranche C Term Loans, as applicable, immediately prior to giving effect to such increase in the Tranche A Term Loans, Tranche B Term Loans or Tranche C Term Loans, as applicable, to receive in connection with such principal amortization payment an amount at least equal to the amount that such Lender would have received had such increase in the aggregate Tranche A Term Loan Commitments, the aggregate Tranche B Term Loan Commitments or the aggregate Tranche C Term Loan Commitments, as applicable (and the corresponding adjustment to such principal amortization payment pursuant to this Section 2.14 and 2.01(f)) not taken place; provided that in the case of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata an increase in the Aggregate Tranche C Term Loan Commitments may require prepayment or conversion occurring at a time when no Tranche C Term Loans are outstanding, the principal amortization payments of all or portions of certain Revolving the Tranche C Term Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject as provided in the agreement delivered pursuant to the provisions of Section 3.42.01(e)(iv)(C). (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. (a) The Company From time to time on and after the Closing Date and prior to the Termination Date, the Parent may, from time to time, by means of a letter delivered upon at least 30 days notice to the Administrative Agent substantially in (which shall promptly provide a copy of such notice to the form Lenders), propose to increase the aggregate amount of Exhibit K, request that the Aggregate Commitments be increased; provided that by an amount which (i) any such increase in the Aggregate Commitments shall be in the amount of is not less than $25,000,000 or a higher or, if greater, an integral multiple of $5,000,000 1,000,000 in excess thereof, with respect to any such request and (ii) when aggregated with all prior and concurrent increases in the Commitments pursuant to this Section 2.19, is not in excess of $100,000,000. The Parent may increase the aggregate amount of all the Commitments by (x) having another lender or lenders (each, an “Additional Lender”) become party to this Agreement, (y) agreeing with any Lender (with the consent of such increases Lender in its sole discretion) to increase its Commitment hereunder (each, an “Increasing Lender”) or (z) a combination of the procedures described in clauses (x) and (y) of this sentence; provided that no Lender shall not exceed $200,000,000be obligated to increase its Commitment without its consent. (b) Any increase in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 2.19 shall be effective three Business Days (or such other period agreed subject to by satisfaction of the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of following conditions: (i) Each of the representations and warranties contained in Article IV and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of such date of increase with the same effect as if made on which the Company has delivered and as of such date, both immediately before and after giving effect to such increase (except to the Administrative Agent extent any such representation or warranty is expressly stated to have been made as of a certified copy of resolutions of its board of directorsspecific date, in form which case such representation or warranty shall be true and substance reasonably acceptable to the Administrative Agent, authorizing correct as of such increase and date); and (ii) At the Administrative Agent has received time of such increase, no Default or Event of Default shall have occurred and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) be continuing or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional Lender).would result from such increase; and (dc) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default exists. (e) The Administrative Agent shall promptly notify the Company and the Lenders of Upon any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and 2.19 (each, an “Additional Commitment”): (i) Each Additional Lender or existing Lender agreeing to increase its Commitment pursuant to this Section 2.19 shall enter into a Joinder Agreement pursuant to which such Additional Lender and/or Increasing Lender shall, as of the effective date, undertake an Additional Commitment (or, in the case of an Increasing Lender, pursuant to which such Increasing Lender’s Commitment shall be increased in the agreed amount on such date) and Applicable Percentage such Additional Lender shall thereupon become (or, if an Increasing Lender, continue to be) a “Lender” for all purposes hereof. (ii) The Borrowers shall, as applicable, in the event of an increase in the Commitments, in coordination with the Administrative Agent, repay all outstanding Loans and incur additional Loans from other Lenders in each Lender case so that the Lenders participate in each Borrowing pro rata on the basis of their respective Commitments (after giving effect thereto. The Company acknowledges that, to any increase in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments pursuant to this Section 2.19) and amounts payable under Section 2.17 as a result of a non-pro-rata increase the actions required to be taken under this Section 2.19, shall be paid in full by the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase Borrowers, as applicable; and (and iii) If any such prepayment or conversion Additional Lender is a Foreign Lender, such Additional Lender shall be without premium or penalty but subject to deliver the provisions of forms required by Section 3.42.16(e). (f) This Section shall supersede any provision in Section 10.1 to the contrary.

Increase in Commitments. (a) The Company may, from time to time, Borrower may by means of a letter delivered written notice to the Administrative Agent substantially elect to request (x) prior to the Maturity Date for the Revolving Facility, an increase to the existing Revolving Commitments (each, an “Incremental Revolving Commitment”) and/or (y) the establishment of one or more new term loan commitments (each, an “Incremental Term Commitment”), by an aggregate amount not in excess of the form of Exhibit K, request that the Aggregate Commitments be increasedIncremental Cap; provided that (i) any such request for an increase in the Aggregate Commitments shall be in the a minimum amount of $25,000,000 or a higher integral multiple of $5,000,000 10,000,000, and (ii) the aggregate amount Borrower may make a maximum of all five (5) such increases requests. Each such notice shall not exceed $200,000,000. (b) Any increase in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to clause (c), adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Company and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of specify (i) the date (each, an “Increase Effective Date”) on which the Company has Borrower proposes that the Incremental Facility shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, authorizing such increase and (ii) the identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental Facility be allocated and the amounts of such allocations. Each Lender shall notify the Administrative Agent has received within such time period (i) whether or not it agrees to provide an Incremental Term Commitment, and accepted the applicable increase letter in the form (ii) whether or not it agrees to provide an Incremental Revolving Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Revolving Percentage of Annex 1 to Exhibit K (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Additional Lender). (d) No Additional such requested increase, as applicable. Any Lender not responding within such time period shall be added deemed to have declined to provide an Incremental Term Commitment or an Incremental Revolving Commitment, as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) above if a Default existsapplicable. (e) The Administrative Agent shall promptly notify the Company and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this Section 2.14 and of the Commitment and Applicable Percentage of each Lender after giving effect thereto. The Company acknowledges that, in order to maintain Revolving Loans in accordance with each Lender’s Applicable Percentage, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be without premium or penalty but subject to the provisions of Section 3.4). (f) This Section shall supersede any provision in Section 10.1 to the contrary.