Common use of Assignment of Lender Obligations Clause in Contracts

Assignment of Lender Obligations. Each Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Pro Rata Advances owing to it), subject to the following: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of an assignment made pursuant to Section 9.07(h), any Competitive Bid Advances owing to such Lender or any Competitive Bid Notes held by it); (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, be less than $10,000,000, subject in each case to reduction at the sole discretion of Kraft Foods Group, and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment shall require the prior written consent of (x) the Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods Group); provided, that no consent of the Administrative Agent or Kraft Foods Group shall be required for an assignment to another Lender or an affiliate of a Lender; and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.12.

Assignment of Lender Obligations. Each Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Pro Rata Advances owing to it), subject to the following: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of an assignment made pursuant to Section 9.07(h), any Competitive Bid Advances owing to such Lender or any Competitive Bid Notes held by it); (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, or assignment of the entire Commitment amount held by such Lender or the entire amount of Pro Rata Advances owing to such Lender, be less than $10,000,000, subject in each case to reduction at the sole discretion of Kraft Foods GroupMondelēz, and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment shall require the prior written consent of (x) the Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group Mondelēz (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group Mondelēz shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group Mondelēz within ten twenty (1020) Business Days after written notice of such proposed assignment has been delivered to Kraft Foods GroupMondelēz); provided, that no consent of the Administrative Agent or Kraft Foods Group Mondelēz shall be required for an assignment to another Lender or an affiliate of a Lender; and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group Mondelēz shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.12.

Assignment of Lender Obligations. Each Lender may and, if demanded by Altria upon at least five Business Days’ notice (or, in the case of a Defaulting Lender, at least three Business Days’ notice) to such Lender and JPMCB, as Administrative Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Pro Rata Advances owing to it), subject to the following: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of an assignment made as a result of a demand by Altria pursuant to this Section 9.07(h9.07(a), any Competitive Bid Advances owing to such Lender or any Competitive Bid Notes held by it); (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, event be less than $10,000,000, 10,000,000 (subject in each case to reduction at the sole discretion of Kraft Foods Group, Altria) and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment made as a result of a demand by Altria pursuant to this Section 9.07(a) shall require the prior written consent of (x) the be arranged by Altria after consultation with JPMCB, as Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by either an assignment of all of the rights and obligations of the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice under this Agreement or an assignment of a portion of such proposed rights and obligations made concurrently with another such assignment has been delivered to Kraft Foods Group); provided, that no consent or other such assignments which together cover all of the Administrative Agent or Kraft Foods Group rights and obligations of the assigning Lender under this Agreement; (v) no Lender shall be required for an obligated to make any such assignment to another Lender or an affiliate as a result of a demand by Altria pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrowers to which it has outstanding Advances or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement; and (vvi) the parties to each such assignment shall execute and deliver to the JPMCB, as Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of payable by the transferring assigning Lender) provided, provided that, if such assignment is made pursuant to as a result of a demand by Altria under this Section 9.07(h9.07(a), Kraft Foods Group Altria shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.159.04) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.12.

Assignment of Lender Obligations. Each Lender may and, if demanded by PMI upon at least five Business Days’ notice to such Lender and the Facility Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment Commitments and the Pro Rata Advances owing to it), subject to the following: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under one or more Facilities under this Agreement (other thanit being understood that any assignment under a Revolving Credit Facility shall include a proportionate assignment under the related Swingline Facility, except in the case of an assignment made pursuant to Section 9.07(h), any Competitive Bid Advances owing to such Lender or any Competitive Bid Notes held by itas applicable); (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, event be less than $10,000,00010,000,000 for Revolving Credit Commitments (subject, subject in each case case, to reduction at the sole discretion of Kraft Foods Group, PMI) and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment shall require the prior written consent made as a result of (xa demand by PMI pursuant to this Section 9.7(a) the Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received arranged by PMI after consultation with the Facility Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice under this Agreement or an assignment of a portion of such proposed rights and obligations made concurrently with another such assignment has been delivered to Kraft Foods Group); provided, that no consent or other such assignments which together cover all of the Administrative Agent or Kraft Foods Group rights and obligations of the assigning Lender under this Agreement; (v) no Lender shall be required for an obligated to make any such assignment to another Lender or an affiliate as a result of a demand by PMI pursuant to this Section 9.7(a) unless and until such Lender shall have received one or more payments from either the Borrowers to which it has outstanding Advances or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement; and (vvi) the parties to each such assignment shall execute and the assigning Lender shall, not less than five Business Days prior to the effectiveness of any Assignment and Acceptance, deliver to the Administrative Facility Agent which shall give prompt notice thereof to PMI by facsimile, for its the Facility Agent’s acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 2,000 for Revolving Credit Commitments (payable by the assignee unless such assignment is made to an affiliate of the transferring Lender) provided, otherwise agreed); provided that, if such assignment is made pursuant to as a result of a demand by PMI under this Section 9.07(h9.7(a), Kraft Foods Group PMI shall pay or cause to be paid such $3,500 2,000 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.159.4) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.12.

Assignment of Lender Obligations. Each Lender may and, if demanded by PMI upon at least five Business Days’ notice to such Lender and the Facility Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment Commitments and the Pro Rata Advances owing to it), subject to the following: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under one or more Facilities under this Agreement (other thanit being understood that any assignment under a Revolving Credit Facility shall include a proportionate assignment under the related Swingline Facility, except in the case of an assignment made pursuant to Section 9.07(h), any Competitive Bid Advances owing to such Lender or any Competitive Bid Notes held by itas applicable); (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, event be less than $10,000,00010,000,000 for Revolving Credit Commitments (subject, subject in each case case, to reduction at the sole discretion of Kraft Foods Group, PMI) and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee, provided, however that an assignment to a bank or other financial institution that is not a Qualifying Bank shall not be effective without the written approval of PMI, which approval shall be notified to the Facility Agent; (iv) each such assignment shall require the prior written consent made as a result of (xa demand by PMI pursuant to this Section 9.7(a) the Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received arranged by PMI after consultation with the Facility Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice under this Agreement or an assignment of a portion of such proposed rights and obligations made concurrently with another such assignment has been delivered to Kraft Foods Group); provided, that no consent or other such assignments which together cover all of the Administrative Agent or Kraft Foods Group rights and obligations of the assigning Lender under this Agreement; (v) no Lender shall be required for an obligated to make any such assignment to another Lender or an affiliate as a result of a demand by PMI pursuant to this Section 9.7(a) unless and until such Lender shall have received one or more payments from either the Borrowers to which it has outstanding Advances or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement; and (vvi) the parties to each such assignment shall execute and the assigning Lender shall, not less than five Business Days prior to the effectiveness of any Assignment and Acceptance, deliver to the Administrative Facility Agent which shall give prompt notice thereof to PMI by facsimile, for its the Facility Agent’s acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, 2,000 for Revolving Credit Commitments; provided that, if such assignment is made pursuant to as a result of a demand by PMI under this Section 9.07(h9.7(a), Kraft Foods Group PMI shall pay or cause to be paid such $3,500 2,000 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.159.4) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.12.

Assignment of Lender Obligations. Each Lender may and, if demanded by Altria upon at least five Business Days’ notice to such Lender and JPMorgan Chase, as Administrative Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Pro Rata Advances owing to it), subject to the following: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of an assignment made as a result of a demand by Altria pursuant to this Section 9.07(h9.07(a), any Competitive Bid Advances owing to such Lender or any Competitive Bid Notes held by it); (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, event be less than $10,000,000, 10,000,000 (subject in each case to reduction at the sole discretion of Kraft Foods Group, Altria) and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment made as a result of a demand by Altria pursuant to this Section 9.07(a) shall require the prior written consent of (x) the be arranged by Altria after consultation with JPMorgan Chase, as Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by either an assignment of all of the rights and obligations of the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice under this Agreement or an assignment of a portion of such proposed rights and obligations made concurrently with another such assignment has been delivered to Kraft Foods Group); provided, that no consent or other such assignments which together cover all of the Administrative Agent or Kraft Foods Group rights and obligations of the assigning Lender under this Agreement; (v) no Lender shall be required for an obligated to make any such assignment to another Lender or an affiliate as a result of a demand by Altria pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrowers to which it has outstanding Advances or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement; and (vvi) the parties to each such assignment shall execute and deliver to the JPMorgan Chase, as Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided3,500, provided that, if such assignment is made pursuant to as a result of a demand by Altria under this Section 9.07(h9.07(a), Kraft Foods Group Altria shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.159.04) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.12.

Assignment of Lender Obligations. Each Lender may and, if demanded by Altria upon at least five Business Days’ notice (or, in the case of a Defaulting Lender, at least three Business Days’ notice) to such Lender and JPMCB, as Administrative Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Pro Rata Advances owing to it), subject to the following: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of an assignment made as a result of a demand by Altria pursuant to this Section 9.07(h9.07(a), any Competitive Bid Advances owing to such Lender or any Competitive Bid Notes held by it); (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, event be less than $10,000,000, 10,000,000 (subject in each case to reduction at the sole discretion of Kraft Foods Group, Altria) and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment made as a result of a demand by Altria pursuant to this Section 9.07(a) shall require the prior written consent of (x) the be arranged by Altria after consultation with JPMCB, as Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by either an assignment of all of the rights and obligations of the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice under this Agreement or an assignment of a portion of such proposed rights and obligations made concurrently with another such assignment has been delivered to Kraft Foods Group); provided, that no consent or other such assignments which together cover all of the Administrative Agent or Kraft Foods Group rights and obligations of the assigning Lender under this Agreement; (v) no Lender shall be required for an obligated to make any such assignment to another Lender or an affiliate as a result of a demand by Altria pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrowers to which it has outstanding Advances or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement; and (vvi) the parties to each such assignment shall execute and deliver to the JPMCB, as Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of payable by the transferring assigning Lender) provided, provided that, if such assignment is made pursuant to as a result of a demand by Altria under this Section 9.07(h), Kraft Foods Group 9.07(a) Altria shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.159.04) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.12.

Assignment of Lender Obligations. Each From time to time each Lender may may, with the prior written consent of TBC (so long as no Event of Default has occurred and is continuing) and subject to the qualifications set forth below, assign to one or more Persons Lenders or an Eligible Assignee all or a any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Pro Rata Committed Advances owing to it and the Committed Note, if any, held by it) and will, at any time, if arranged by the Company pursuant to clause (i)(A) below upon at least 30 days’ notice to such Lender and the Agent, assign to one or more Eligible Assignees all of its rights and obligations under this Agreement (including without limitation, all of its Commitment, the Committed Advances owing to it and the Committed Note, if any, held by it), ; subject to the following: (i) each If such Lender notifies TBC and the Agent of its intent to request the consent of TBC to an assignment, TBC shall have the right, for 30 days after receipt of such notice and so long as no Event of Default has occurred and is continuing, in its sole discretion either (A) to arrange for one or more Eligible Assignees to accept such assignment shall be of (a constant, and not a varying, percentage of all “Required Assignment”) or (B) to arrange for the rights and obligations under this Agreement of such Lender (other thanincluding, except in the case of an assignment made pursuant to Section 9.07(hwithout limitation, such Lender’s Commitment), any Competitive Bid and the total Commitments, to be reduced by an amount equal to the amount of such Lender’s Commitment proposed to be assigned and, in connection with such reduction, to prepay that portion of the Committed Advances owing to such Lender or any Competitive Bid Notes held by it)which it proposes to assign; (ii) If TBC fails to notify such Lender within 30 days of TBC’s receipt of such Lender’s request for consent to assignment, the Borrowers shall be deemed to consent to the proposed assignment; (iii) Any such assignment shall not require any Borrower to file a registration statement with the Securities and Exchange Commission or apply to qualify the interests in the Committed Advances under the blue sky laws of any state and the assigning Lender shall otherwise comply with all federal and state securities laws applicable to such assignment; (iv) Unless TBC consents, the amount of the Commitment of the assigning Lender being assigned pursuant to each any such assignment (determined as of the date of the Assignment assignment) shall either (A) equal 50% of all such rights and Acceptance with respect obligations (or 100% in the case of a Required Assignment) or (B) not be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof; (v) Unless either (x) TBC consents or (y) an Event of Default has occurred and is continuing, the aggregate amount of the Commitment assigned pursuant to all such assignments of such Lender (after giving effect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, be less than $10,000,000, subject event exceed 50% (except in each the case to reduction at the sole discretion of Kraft Foods Group, and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment shall require the prior written consent of (x) the Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods Group); provided, that no consent of the Administrative Agent or Kraft Foods Group shall be required for an assignment to another Lender or an affiliate of a Required Assignment) of all such Lender; and ’s Commitment (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording as set forth in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (andSchedule I, in the case of each Lender that is a party hereto as of November 17, 2006, or as set forth in the Register as the aggregate Commitment assigned to such Lender pursuant to one or more assignments, in the case of any assignee); and (vi) No Lender shall be obligated to make a Required Assignment unless such Lender has received payments in an Assignment aggregate amount at least equal to the outstanding principal amount of all Committed Advances being assigned, together with accrued interest thereon to the date of payment of such principal amount and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations other amounts payable to such Lender under this AgreementAgreement (including without limitation Section 2.12(c), provided that such Lender shall cease to be a party heretoreceive its pro rata share of the Facility Fee on the next date on which the Facility Fee is payable), other than Section 9.12.

Assignment of Lender Obligations. Each From time to time each Lender may may, with the prior written consent of TBC (so long as no Event of Default has occurred and is continuing) and each Issuing Bank and subject to the qualifications set forth below, assign to one or more Persons Lenders or an Eligible Assignee all or a any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Pro Rata Advances owing to it, its participations in Letters of Credit and the Note, if any, held by it) and will, at any time, if arranged by the Company pursuant to clause (i)(A) below upon at least 30 days’ notice to such Lender and the Agent, assign to one or more Eligible Assignees all of its rights and obligations under this Agreement (including without limitation, all of its Commitment, the Advances owing to it, its participations in Letters of Credit and the Note, if any, held by it), ; subject to the following: (i) each If such Lender notifies TBC and the Agent of its intent to request the consent of TBC to an assignment, or if any Lender is a Defaulting Lender, TBC shall have the right, for 30 days after receipt of such notice or notice from the Agent that such Lender is a Defaulting Lender, as the case may be, and so long as no Event of Default has occurred and is continuing, in its sole discretion either (A) to arrange for one or more Eligible Assignees to accept such assignment shall be of a constantor, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of a Defaulting Lender, an assignment made pursuant of all of such Lender’s Advances and Commitment (a “Required Assignment”) or (B) other than in the case of a Defaulting Lender, to Section 9.07(harrange for the rights and obligations of such Lender (including, without limitation, such Lender’s Commitment), any Competitive Bid and the total Commitments, to be reduced by an amount equal to the amount of such Lender’s Commitment proposed to be assigned and, in connection with such reduction, to prepay that portion of the Advances owing to such Lender or any Competitive Bid Notes held by it)which it proposes to assign; (ii) If TBC fails to notify such Lender within 30 days of TBC’s receipt of such Lender’s request for consent to assignment, the Borrowers shall be deemed to consent to the proposed assignment; (iii) Any such assignment shall not require any Borrower to file a registration statement with the Securities and Exchange Commission or apply to qualify the interests in the Advances under the blue sky laws of any state and the assigning Lender shall otherwise comply with all federal and state securities laws applicable to such assignment; (iv) Unless TBC consents, the amount of the Commitment of the assigning Lender being assigned pursuant to each any such assignment (determined as of the date of the Assignment assignment) shall either (A) equal 50% of all such rights and Acceptance with respect obligations (or 100% in the case of a Required Assignment) or (B) not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof; (v) Unless either (x) TBC consents or (y) an Event of Default has occurred and is continuing, the aggregate amount of the Commitment assigned pursuant to all such assignments of such Lender (after giving effect to such assignment) shall in no eventevent exceed 50% (except in the case of a Required Assignment) of all such Lender’s Commitment (as set forth in Schedule I, other than with respect to assignments to other Lendersin the case of each Lender that is a party hereto as of October 30, 2019, or affiliates as set forth in the Register as the aggregate Commitment assigned to such Lender pursuant to one or more assignments, in the case of Lenders, be less than $10,000,000, subject in each case to reduction at the sole discretion of Kraft Foods Group, and shall be an integral multiple of $1,000,000any assignee); (iiivi) each No Lender shall be obligated to make a Required Assignment unless such Lender has received payments in an aggregate amount at least equal to the outstanding principal amount of all Advances being assigned, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement (including without limitation Section 2.13(c), provided that such Lender shall receive its pro rata share of the Facility Fee on the next date on which the Facility Fee is payable) and (vii) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to an Eligible Assignee; (iv) each such the other conditions thereto set forth herein, the parties to the assignment shall require make such additional payments to the prior written Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations, or other compensating actions, including funding, with the consent of TBC, the applicable pro rata share of Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative AgentAgent and each other Lender hereunder (and interest accrued thereon), and (y) unless an Event acquire (and fund as appropriate) its full pro rata share of Default under Sections 6.01(a) or (e) has occurred and is continuingall Advances with its ratable portion. Notwithstanding the foregoing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods Group); provided, that no consent of the Administrative Agent or Kraft Foods Group shall be required for an assignment to another Lender or an affiliate of a Lender; and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee event that any assignment of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs and (y) the assigning Lender thereunder shall, except to the extent otherwise expressly agreed by the affected parties and subject to Section 8.17, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be having been a party hereto), other than Section 9.12Defaulting Lender.

Assignment of Lender Obligations. Each Lender may and, if demanded by Kraft upon at least five Business Days’ notice to such Lender and JPMorgan Chase, as Administrative Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Pro Rata Advances owing to it), subject to the following: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of an assignment made as a result of a demand by Kraft pursuant to this Section 9.07(h9.07(a), any Competitive Bid Advances owing to such Lender or any Competitive Bid Notes held by it); (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, event be less than $10,000,000, 10,000,000 (subject in each case to reduction at the sole discretion of Kraft Foods Group, Kraft) and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment made as a result of a demand by Kraft pursuant to this Section 9.07(a) shall require the prior written consent of (x) the be arranged by Kraft after consultation with JPMorgan Chase, as Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by either an assignment of all of the rights and obligations of the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice under this Agreement or an assignment of a portion of such proposed rights and obligations made concurrently with another such assignment has been delivered to Kraft Foods Group); provided, that no consent or other such assignments which together cover all of the Administrative Agent or Kraft Foods Group rights and obligations of the assigning Lender under this Agreement; (v) no Lender shall be required for an obligated to make any such assignment to another Lender or an affiliate as a result of a demand by Kraft pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrowers to which it has outstanding Advances or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement; and (vvi) the parties to each such assignment shall execute and deliver to the JPMorgan Chase, as Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided3,500, provided that, if such assignment is made pursuant to as a result of a demand by Kraft under this Section 9.07(h9.07(a), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.159.04) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.12.

Assignment of Lender Obligations. Each Lender may and, if demanded by PMI upon at least five Business Days’ notice to such Lender and the Facility Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment Commitments and the Pro Rata Advances owing to it), subject to the following: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under one or more Facilities under this Agreement (other thanit being understood that any assignment under the Revolving Credit Facility shall include a proportionate assignment under the Swingline Facility, except in the case of an assignment made pursuant to Section 9.07(h), any Competitive Bid Advances owing to such Lender or any Competitive Bid Notes held by itas applicable); (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, event be less than $10,000,000, €10,000,000 (subject in each case to reduction at the sole discretion of Kraft Foods Group, PMI) and shall be an integral multiple of $€1,000,000; (iii) each such assignment shall be to an Eligible Assignee, provided, however that an assignment to a bank or other financial institution that is not a Qualifying Bank shall not be effective without the written approval of PMI, which approval shall be notified to the Facility Agent; (iv) each such assignment shall require the prior written consent made as a result of (xa demand by PMI pursuant to this Section 9.7(a) the Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received arranged by PMI after consultation with the Facility Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice under this Agreement or an assignment of a portion of such proposed rights and obligations made concurrently with another such assignment has been delivered to Kraft Foods Group); provided, that no consent or other such assignments which together cover all of the Administrative Agent or Kraft Foods Group rights and obligations of the assigning Lender under this Agreement; (v) no Lender shall be required for an obligated to make any such assignment to another Lender or an affiliate as a result of a demand by PMI pursuant to this Section 9.7(a) unless and until such Lender shall have received one or more payments from either the Borrowers to which it has outstanding Advances or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement; and (vvi) the parties to each such assignment shall execute and the assigning Lender shall, not less than five Business Days prior to the effectiveness of any Assignment and Acceptance, deliver to the Administrative Facility Agent which shall give prompt notice thereof to PMI by facsimile, for its the Facility Agent’s acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided€1,500, provided that, if such assignment is made pursuant to as a result of a demand by PMI under this Section 9.07(h9.7(a), Kraft Foods Group PMI shall pay or cause to be paid such $3,500 €1,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.159.4) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.12.

Assignment of Lender Obligations. Each From time to time each Lender may may, with the prior written consent of TBC (so long as no Event of Default has occurred and is continuing) and subject to the qualifications set forth below, assign to one or more Persons Lenders or an Eligible Assignee all or a any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Pro Rata Committed Advances owing to it and the Committed Note, if any, held by it) and will, at any time, if arranged by the Company pursuant to clause (i)(A) below upon at least 30 days’ notice to such Lender and the Agent, assign to one or more Eligible Assignees all of its rights and obligations under this Agreement (including without limitation, all of its Commitment, the Committed Advances owing to it and the Committed Note, if any, held by it), ; subject to the following: (i) each If such Lender notifies TBC and the Agent of its intent to request the consent of TBC to an assignment, TBC shall have the right, for 30 days after receipt of such notice and so long as no Event of Default has occurred and is continuing, in its sole discretion either (A) to arrange for one or more Eligible Assignees to accept such assignment shall be of (a constant, and not a varying, percentage of all “Required Assignment”) or (B) to arrange for the rights and obligations under this Agreement of such Lender (other thanincluding, except in the case of an assignment made pursuant to Section 9.07(hwithout limitation, such Lender’s Commitment), any Competitive Bid and the total Commitments, to be reduced by an amount equal to the amount of such Lender’s Commitment proposed to be assigned and, in connection with such reduction, to prepay that portion of the Committed Advances owing to such Lender or any Competitive Bid Notes held by it)which it proposes to assign; (ii) If TBC fails to notify such Lender within 30 days of TBC’s receipt of such Lender’s request for consent to assignment, the Borrowers shall be deemed to consent to the proposed assignment; (iii) Any such assignment shall not require any Borrower to file a registration statement with the Securities and Exchange Commission or apply to qualify the interests in the Committed Advances under the blue sky laws of any state and the assigning Lender shall otherwise comply with all federal and state securities laws applicable to such assignment; (iv) Unless TBC consents, the amount of the Commitment of the assigning Lender being assigned pursuant to each any such assignment (determined as of the date of the Assignment assignment) shall either (A) equal 50% of all such rights and Acceptance with respect obligations (or 100% in the case of a Required Assignment) or (B) not be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof; (v) Unless TBC consents, the aggregate amount of the Commitment assigned pursuant to all such assignments of such Lender (after giving effect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, be less than $10,000,000, subject event exceed 50% (except in each the case to reduction at the sole discretion of Kraft Foods Group, and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment shall require the prior written consent of (x) the Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods Group); provided, that no consent of the Administrative Agent or Kraft Foods Group shall be required for an assignment to another Lender or an affiliate of a Required Assignment) of all such Lender; and ’s Commitment (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording as set forth in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (andSchedule I, in the case of each Lender that is a party hereto as of November 19, 2004, or as set forth in the Register as the aggregate Commitment assigned to such Lender pursuant to one or more assignments, in the case of any assignee); and (vi) No Lender shall be obligated to make a Required Assignment unless such Lender has received payments in an Assignment aggregate amount at least equal to the outstanding principal amount of all Committed Advances being assigned, together with accrued interest thereon to the date of payment of such principal amount and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations other amounts payable to such Lender under this AgreementAgreement (including without limitation Section 2.12(c), provided that such Lender shall cease to be a party heretoreceive its pro rata share of the Facility Fee on the next date on which the Facility Fee is payable), other than Section 9.12.

Assignment of Lender Obligations. Each Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Pro Rata Advances owing to it), subject to the following: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of an assignment made pursuant to Section 9.07(h), any Competitive Bid Advances owing to such Lender or any Competitive Bid Notes held by it); (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, be less than $10,000,000, subject in each case to reduction at the sole discretion of Kraft Foods GroupMondelēz, and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment shall require the prior written consent of (x) the Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group Mondelēz (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group Mondelēz shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group Mondelēz within ten twenty (1020) Business Days after written notice of such proposed assignment has been delivered to Kraft Foods GroupMondelēz); provided, that no consent of the Administrative Agent or Kraft Foods Group Mondelēz shall be required for an assignment to another Lender or an affiliate of a Lender; and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group Mondelēz shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.12.

Assignment of Lender Obligations. Each Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Pro Rata Advances or Competitive Bid Advances owing to it), subject to the following: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of an assignment made pursuant to Section 9.07(h), any Competitive Bid Advances owing to such Lender or any Competitive Bid Notes held by it); (ii) the amount of the Commitment or Advances of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, or an assignment of the entire Commitment amount held by such Lender or the entire amount of Pro Rata Advances or any Competitive Bid Advance owing to such Lender, be less than $10,000,000, subject in each case to reduction at the sole discretion of Kraft Foods GroupMondelēz International, and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment shall require the prior written consent of (x) the Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e6.01(e) has occurred and is continuing, Kraft Foods Group Mondelēz International (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group Mondelēz International shall be deemed to be given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group Mondelēz International within ten (10) 20 Business Days after written notice of such proposed assignment has been delivered to Kraft Foods GroupMondelēz International); provided, that no consent of the Administrative Agent or Kraft Foods Group Mondelēz International shall be required for an assignment to another Lender or an affiliate of a Lender; and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group Mondelēz International shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.05, 2.12 and 2.15) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.12.

Assignment of Lender Obligations. Each Lender may and, if demanded by PMI upon at least five Business Days’ notice to such Lender and the Facility Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment Commitments and the Pro Rata Advances owing to it), subject to the following: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under one or more Facilities under this Agreement (other thanit being understood that any assignment under a Revolving Credit Facility shall include a proportionate assignment under the related Swingline Facility, except in the case of an assignment made pursuant to Section 9.07(h), any Competitive Bid Advances owing to such Lender or any Competitive Bid Notes held by itas applicable); (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, event be less than €10,000,000 for Term Commitments and $10,000,00010,000,000 for Revolving Credit Commitments (subject, subject in each case case, to reduction at the sole discretion of Kraft Foods Group, PMI) and shall be an integral multiple of €1,000,000 or $1,000,000, respectively; (iii) each such assignment shall be to an Eligible Assignee, provided, however that an assignment to a bank or other financial institution that is not a Qualifying Bank shall not be effective without the written approval of PMI, which approval shall be notified to the Facility Agent; (iv) each such assignment shall require the prior written consent made as a result of (xa demand by PMI pursuant to this Section 9.7(a) the Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received arranged by PMI after consultation with the Facility Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice under this Agreement or an assignment of a portion of such proposed rights and obligations made concurrently with another such assignment has been delivered to Kraft Foods Group); provided, that no consent or other such assignments which together cover all of the Administrative Agent or Kraft Foods Group rights and obligations of the assigning Lender under this Agreement; (v) no Lender shall be required for an obligated to make any such assignment to another Lender or an affiliate as a result of a demand by PMI pursuant to this Section 9.7(a) unless and until such Lender shall have received one or more payments from either the Borrowers to which it has outstanding Advances or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement; and (vvi) the parties to each such assignment shall execute and the assigning Lender shall, not less than five Business Days prior to the effectiveness of any Assignment and Acceptance, deliver to the Administrative Facility Agent which shall give prompt notice thereof to PMI by facsimile, for its the Facility Agent’s acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of €1,500 for Term Commitments and $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, 2,000 for Revolving Credit Commitments; provided that, if such assignment is made pursuant to as a result of a demand by PMI under this Section 9.07(h9.7(a), Kraft Foods Group PMI shall pay or cause to be paid such €1,500 or $3,500 2,000 fee, as the case may be. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.159.4) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.12.

Assignment of Lender Obligations. Each Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Pro Rata Advances owing to it), subject to the following: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of an assignment made pursuant to Section 9.07(h), any Competitive Bid Advances owing to such Lender or any Competitive Bid Notes held by it); (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, be less than $10,000,000, subject in each case to reduction at the sole discretion of Kraft Foods GroupGlobal, and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment shall require the prior written consent of (x) the Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group Global (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group Global shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group Global within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods GroupGlobal); provided, that no consent of the Administrative Agent or Kraft Foods Group Global shall be required for an assignment to another Lender or an affiliate of a Lender; and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group Global shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.129.11.

Assignment of Lender Obligations. Each Lender may and, if demanded by PMI upon at least five Business Days’ notice to such Lender and the Administrative Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Pro Rata Advances owing to it), subject to the following: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under the Facility under this Agreement (other than, except in the case of an assignment made pursuant to Section 9.07(h), any Competitive Bid Advances owing to such Lender or any Competitive Bid Notes held by it)Agreement; (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, event be less than $10,000,00010,000,000 (subject, subject in each case case, to reduction at the sole discretion of Kraft Foods Group, PMI) and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment made as a result of a demand by PMI pursuant to this Section 9.7(a) shall require the prior written consent of (x) be arranged by PMI after consultation with the Administrative Agent, Agent and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by either an assignment of all of the rights and obligations of the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice under this Agreement or an assignment of a portion of such proposed rights and obligations made concurrently with another such assignment has been delivered to Kraft Foods Group); provided, that no consent or other such assignments which together cover all of the Administrative Agent or Kraft Foods Group rights and obligations of the assigning Lender under this Agreement; (v) no Lender shall be required for an obligated to make any such assignment to another Lender or an affiliate as a result of a demand by PMI pursuant to this Section 9.7(a) unless and until such Lender shall have received one or more payments from either the Borrowers to which it has outstanding Advances or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement; and (vvi) the parties to each such assignment shall execute and the assigning Lender shall, not less than five Business Days prior to the effectiveness of any Assignment and Acceptance, deliver to the Administrative Agent which shall give prompt notice thereof to PMI by facsimile, for its the Administrative Agent’s acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, 2,000; provided that, if such assignment is made pursuant to as a result of a demand by PMI under this Section 9.07(h9.7(a), Kraft Foods Group PMI shall pay or cause to be paid such $3,500 2,000 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.159.4) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.12.

Assignment of Lender Obligations. Each Lender may assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Pro Rata Advances owing to it), subject to the following: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of an assignment made pursuant to Section 9.07(h), any Competitive Bid Advances owing to such Lender or any Competitive Bid Notes held by it)Agreement; (ii) the amount of the Commitment or Advances of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event, other than with respect to assignments to other Lenders or Affiliates of Lenders, or affiliates an assignment of Lendersthe entire Commitment of such Lender or the entire amount of the Advances owing to such Lender, be less than $10,000,000, subject in each case to reduction at the sole discretion of Kraft Foods GroupMondelēz International, and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment shall require the prior written consent of (x) the Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e6.01(e) has occurred and is continuing, Kraft Foods Group Mondelēz International (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group Mondelēz International shall be deemed to be given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group Mondelēz International within ten (10) 20 Business Days after written notice of such proposed assignment has been delivered to Kraft Foods GroupMondelēz International); provided, provided that no consent of the Administrative Agent or Kraft Foods Group Mondelēz International shall be required for an assignment to another Lender or an affiliate Affiliate of a Lender; and; (viv) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording in the Register, an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate Affiliate of the transferring assigning Lender) provided, ); provided that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group Mondelēz International shall pay or cause to be paid such $3,500 fee; and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable law, including Federal, State and foreign securities laws. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceAssumption, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section Sections 7.04(b) and 9.12.

Assignment of Lender Obligations. Each From time to time each Lender may may, with the prior written consent of TBC (so long as no Event of Default has occurred and is continuing) and subject to the qualifications set forth below, assign to one or more Persons Lenders or an Eligible Assignee all or a any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Pro Rata Committed Advances owing to it and the Committed Note, if any, held by it) and will, at any time, if arranged by the Company pursuant to clause (i)(A) below upon at least 30 days’ notice to such Lender and the Agent, assign to one or more Eligible Assignees all of its rights and obligations under this Agreement (including without limitation, all of its Commitment, the Committed Advances owing to it and the Committed Note, if any, held by it), ; subject to the following: (i) each If such Lender notifies TBC and the Agent of its intent to request the consent of TBC to an assignment, TBC shall have the right, for 30 days after receipt of such notice and so long as no Event of Default has occurred and is continuing, in its sole discretion either (A) to arrange for one or more Eligible Assignees to accept such assignment shall be of (a constant, and not a varying, percentage of all “Required Assignment”) or (B) to arrange for the rights and obligations under this Agreement of such Lender (other thanincluding, except in the case of an assignment made pursuant to Section 9.07(hwithout limitation, such Lender’s Commitment), any Competitive Bid and the total Commitments, to be reduced by an amount equal to the amount of such Lender’s Commitment proposed to be assigned and, in connection with such reduction, to prepay that portion of the Committed Advances owing to such Lender or any Competitive Bid Notes held by it)which it proposes to assign; (ii) If TBC fails to notify such Lender within 30 days of TBC’s receipt of such Lender’s request for consent to assignment, the Borrowers shall be deemed to consent to the proposed assignment; (iii) Any such assignment shall not require any Borrower to file a registration statement with the Securities and Exchange Commission or apply to qualify the interests in the Committed Advances under the blue sky laws of any state and the assigning Lender shall otherwise comply with all federal and state securities laws applicable to such assignment; (iv) Unless TBC consents, the amount of the Commitment of the assigning Lender being assigned pursuant to each any such assignment (determined as of the date of the Assignment assignment) shall either (A) equal 50% of all such rights and Acceptance with respect obligations (or 100% in the case of a Required Assignment) or (B) not be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof; (v) Unless TBC consents, the aggregate amount of the Commitment assigned pursuant to all such assignments of such Lender (after giving effect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, be less than $10,000,000, subject event exceed 50% (except in each the case to reduction at the sole discretion of Kraft Foods Group, and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment shall require the prior written consent of (x) the Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods Group); provided, that no consent of the Administrative Agent or Kraft Foods Group shall be required for an assignment to another Lender or an affiliate of a Required Assignment) of all such Lender; and ’s Commitment (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording as set forth in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (andSchedule I, in the case of each Lender that is a party hereto as of November 21, 2003, or as set forth in the Register as the aggregate Commitment assigned to such Lender pursuant to one or more assignments, in the case of any assignee); and (vi) No Lender shall be obligated to make a Required Assignment unless such Lender has received payments in an Assignment aggregate amount at least equal to the outstanding principal amount of all Committed Advances being assigned, together with accrued interest thereon to the date of payment of such principal amount and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations other amounts payable to such Lender under this AgreementAgreement (including without limitation Section 2.12(c), provided that such Lender shall cease to be a party heretoreceive its pro rata share of the Facility Fee on the next date on which the Facility Fee is payable), other than Section 9.12.

Assignment of Lender Obligations. Each Lender may assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Pro Rata Advances Loans owing to it), subject to the following: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement Agreement; provided that this clause (other thani) shall not be construed to prohibit the assignment of (A) a constant, except and not a varying, percentage of all the assigning Lender’s rights and obligations in respect of its Commitment without assigning a proportionate part of the case assigning Lender’s Loans or (B) a constant, and not a varying, percentage of an assignment made pursuant to Section 9.07(h), any Competitive Bid Advances owing to such Lender or any Competitive Bid Notes held by it)all the assigning Lender’s rights and obligations in respect of its Loans without assigning a proportionate part of the assigning Lender’s Commitment; (ii) the amount of the Commitment or Loans of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event, other than with respect to assignments to other Lenders or Affiliates of Lenders, or affiliates an assignment of Lendersthe entire Commitment of such Lender or the entire amount of the Loans owing to such Lender, be less than $10,000,000, subject in each case to reduction at the sole discretion of Kraft Foods Groupthe Borrower, and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment shall require the prior written consent of (x) the Administrative Agent, Agent and (y) unless an Event of Default under Sections 6.01(a) or (e6.01(e) has occurred and is continuing, Kraft Foods Group the Borrower (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group the Borrower shall be deemed to be given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group the Borrower within ten (10) 20 Business Days after written notice of such proposed assignment has been delivered to Kraft Foods Groupthe Borrower); provided, provided that no consent of the Administrative Agent or Kraft Foods Group the Borrower shall be required for an assignment to another Lender or an affiliate Affiliate of a Lender; and; (viv) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording in the Register, an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate Affiliate of the transferring assigning Lender) provided, ); provided that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group the Borrower shall pay or cause to be paid such $3,500 fee; and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable law, including Federal, State and foreign securities laws. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceAssumption, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section Sections 7.04(b) and 9.12.

Assignment of Lender Obligations. Each Lender may assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Pro Rata Advances owing to it), subject to the following: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of an assignment made pursuant to Section 9.07(h), any Competitive Bid Advances owing to such Lender or any Competitive Bid Notes held by it)Agreement; (ii) the amount of the Commitment or Advances of the assigning Lender Xxxxxx being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event, other than with respect to assignments to other Lenders or Affiliates of Lenders, or affiliates an assignment of Lendersthe entire Commitment of such Lender or the entire amount of the Advances owing to such Lender, be less than $10,000,000, subject in each case to reduction at the sole discretion of Kraft Foods GroupMondelēz International, and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment shall require the prior written consent of (x) the Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e6.01(e) has occurred and is continuing, Kraft Foods Group Mondelēz International (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group Mondelēz International shall be deemed to be given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group Mondelēz International within ten (10) 20 Business Days after written notice of such proposed assignment has been delivered to Kraft Foods GroupMondelēz International); provided, provided that no consent of the Administrative Agent or Kraft Foods Group Mondelēz International shall be required for an assignment to another Lender or an affiliate Affiliate of a Lender; and; (viv) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording in the Register, an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate Affiliate of the transferring assigning Lender) provided, ); provided that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group Mondelēz International shall pay or cause to be paid such $3,500 fee; and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable law, including Federal, State and foreign securities laws. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceAssumption, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section Sections 7.04(b) and 9.12.

Assignment of Lender Obligations. Each From time to time each Lender may may, with the prior written consent of TBC (so long as no Event of Default has occurred and is continuing) and subject to the qualifications set forth below, assign to one or more Persons Lenders or an Eligible Assignee all or a any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Pro Rata Committed Advances owing to it, its participations in Letters of Credit and the Committed Note, if any, held by it) and will, at any time, if arranged by the Company pursuant to clause (i)(A) below upon at least 30 days’ notice to such Lender and the Agent, assign to one or more Eligible Assignees all of its rights and obligations under this Agreement (including without limitation, all of its Commitment, the Committed Advances owing to it, its participations in Letters of Credit and the Committed Note, if any, held by it), ; subject to the following: (i) each If such Lender notifies TBC and the Agent of its intent to request the consent of TBC to an assignment, TBC shall have the right, for 30 days after receipt of such notice and so long as no Event of Default has occurred and is continuing, in its sole discretion either (A) to arrange for one or more Eligible Assignees to accept such assignment shall be of (a constant, and not a varying, percentage of all “Required Assignment”) or (B) to arrange for the rights and obligations under this Agreement of such Lender (other thanincluding, except in the case of an assignment made pursuant to Section 9.07(hwithout limitation, such Lender’s Commitment), any Competitive Bid and the total Commitments, to be reduced by an amount equal to the amount of such Lender’s Commitment proposed to be assigned and, in connection with such reduction, to prepay that portion of the Committed Advances owing to such Lender or any Competitive Bid Notes held by it);which it proposes to assign; Five-Year Credit Agreement 32 (ii) If TBC fails to notify such Lender within 30 days of TBC’s receipt of such Lender’s request for consent to assignment, the Borrowers shall be deemed to consent to the proposed assignment; (iii) Any such assignment shall not require any Borrower to file a registration statement with the Securities and Exchange Commission or apply to qualify the interests in the Committed Advances under the blue sky laws of any state and the assigning Lender shall otherwise comply with all federal and state securities laws applicable to such assignment; (iv) Unless TBC consents, the amount of the Commitment of the assigning Lender being assigned pursuant to each any such assignment (determined as of the date of the Assignment assignment) shall either (A) equal 50% of all such rights and Acceptance with respect obligations (or 100% in the case of a Required Assignment) or (B) not be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof; (v) Unless TBC consents, the aggregate amount of the Commitment assigned pursuant to all such assignments of such Lender (after giving effect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, be less than $10,000,000, subject event exceed 50% (except in each the case to reduction at the sole discretion of Kraft Foods Group, and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment shall require the prior written consent of (x) the Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods Group); provided, that no consent of the Administrative Agent or Kraft Foods Group shall be required for an assignment to another Lender or an affiliate of a Required Assignment) of all such Lender; and ’s Commitment (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording as set forth in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (andSchedule I, in the case of each Lender that is a party hereto as of November 18, 2005, or as set forth in the Register as the aggregate Commitment assigned to such Lender pursuant to one or more assignments, in the case of any assignee); and (vi) No Lender shall be obligated to make a Required Assignment unless such Lender has received payments in an Assignment aggregate amount at least equal to the outstanding principal amount of all Committed Advances being assigned, together with accrued interest thereon to the date of payment of such principal amount and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations other amounts payable to such Lender under this AgreementAgreement (including without limitation Section 2.13(c), provided that such Lender shall cease to be a party heretoreceive its pro rata share of the Facility Fee on the next date on which the Facility Fee is payable), other than Section 9.12.

Assignment of Lender Obligations. Each From time to time each Lender may may, with the prior written consent of TBC (so long as no Event of Default has occurred and is continuing) and subject to the qualifications set forth below, assign to one or more Persons Lenders or an Eligible Assignee all or a any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Pro Rata Committed Advances owing to it and the Committed Note, if any, held by it) and will, at any time, if arranged by the Company pursuant to clause (i)(A) below upon at least 30 days’ notice to such Lender and the Agent, assign to one or more Eligible Assignees all of its rights and obligations under this Agreement (including without limitation, all of its Commitment, the Committed Advances owing to it and the Committed Note, if any, held by it), ; subject to the following: (i) each If such Lender notifies TBC and the Agent of its intent to request the consent of TBC to an assignment, TBC shall have the right, for 30 days after receipt of such notice and so long as no Event of Default has occurred and is continuing, in its sole discretion either (A) to arrange for one or more Eligible Assignees to accept such assignment shall be of (a constant, and not a varying, percentage of all “Required Assignment”) or (B) to arrange for the rights and obligations under this Agreement of such Lender (other thanincluding, except in the case of an assignment made pursuant to Section 9.07(hwithout limitation, such Lender’s Commitment), any Competitive Bid and the total Commitments, to be reduced by an amount equal to the amount of such Lender’s Commitment proposed to be assigned and, in connection with such reduction, to prepay that portion of the Committed Advances owing to such Lender or any Competitive Bid Notes held by it)which it proposes to assign; (ii) If TBC fails to notify such Lender within 30 days of TBC’s receipt of such Lender’s request for consent to assignment, the Borrowers shall be deemed to consent to the proposed assignment; (iii) Any such assignment shall not require any Borrower to file a registration statement with the Securities and Exchange Commission or apply to qualify the interests in the Committed Advances under the blue sky laws of any state and the assigning Lender shall otherwise comply with all federal and state securities laws applicable to such assignment; (iv) Unless TBC consents, the amount of the Commitment of the assigning Lender being assigned pursuant to each any such assignment (determined as of the date of the Assignment assignment) shall either (A) equal 50% of all such rights and Acceptance with respect obligations (or 100% in the case of a Required Assignment) or (B) not be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof; (v) Unless TBC consents, the aggregate amount of the Commitment assigned pursuant to all such assignments of such Lender (after giving effect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, be less than $10,000,000, subject event exceed 50% (except in each the case to reduction at the sole discretion of Kraft Foods Group, and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment shall require the prior written consent of (x) the Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods Group); provided, that no consent of the Administrative Agent or Kraft Foods Group shall be required for an assignment to another Lender or an affiliate of a Required Assignment) of all such Lender; and ’s Commitment (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording as set forth in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (andSchedule I, in the case of each Lender that is a party hereto as of November 18, 2005, or as set forth in the Register as the aggregate Commitment assigned to such Lender pursuant to one or more assignments, in the case of any assignee); and (vi) No Lender shall be obligated to make a Required Assignment unless such Lender has received payments in an Assignment aggregate amount at least equal to the outstanding principal amount of all Committed Advances being assigned, together with accrued interest thereon to the date of payment of such principal amount and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations other amounts payable to such Lender under this AgreementAgreement (including without limitation Section 2.12(c), provided that such Lender shall cease to be a party heretoreceive its pro rata share of the Facility Fee on the next date on which the Facility Fee is payable), other than Section 9.12.

Assignment of Lender Obligations. Each From time to time each Lender may may, with the prior written consent of TBC (so long as no Event of Default has occurred and is continuing) and subject to the qualifications set forth below, assign to one or more Persons Lenders or an Eligible Assignee all or a any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Pro Rata Committed Advances owing to it, its participations in Letters of Credit and the Committed Note, if any, held by it) and will, at any time, if arranged by the Company pursuant to clause (i)(A) below upon at least 30 days’ notice to such Lender and the Agent, assign to one or more Eligible Assignees all of its rights and obligations under this Agreement (including without limitation, all of its Commitment, the Committed Advances owing to it, its participations in Letters of Credit and the Committed Note, if any, held by it), ; subject to the following: (i) each If such Lender notifies TBC and the Agent of its intent to request the consent of TBC to an assignment, TBC shall have the right, for 30 days after receipt of such notice and so long as no Event of Default has occurred and is continuing, in its sole discretion either (A) to arrange for one or more Eligible Assignees to accept such assignment shall be of (a constant, and not a varying, percentage of all “Required Assignment”) or (B) to arrange for the rights and obligations under this Agreement of such Lender (other thanincluding, except in the case of an assignment made pursuant to Section 9.07(hwithout limitation, such Lender’s Commitment), any Competitive Bid and the total Commitments, to be reduced by an amount equal to the amount of such Lender’s Commitment proposed to be assigned and, in connection with such reduction, to prepay that portion of the Committed Advances owing to such Lender or any Competitive Bid Notes held by it)which it proposes to assign; (ii) If TBC fails to notify such Lender within 30 days of TBC’s receipt of such Lender’s request for consent to assignment, the Borrowers shall be deemed to consent to the proposed assignment; (iii) Any such assignment shall not require any Borrower to file a registration statement with the Securities and Exchange Commission or apply to qualify the interests in the Committed Advances under the blue sky laws of any state and the assigning Lender shall otherwise comply with all federal and state securities laws applicable to such assignment; (iv) Unless TBC consents, the amount of the Commitment of the assigning Lender being assigned pursuant to each any such assignment (determined as of the date of the Assignment assignment) shall either (A) equal 50% of all such rights and Acceptance with respect obligations (or 100% in the case of a Required Assignment) or (B) not be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof; (v) Unless TBC consents, the aggregate amount of the Commitment assigned pursuant to all such assignments of such Lender (after giving effect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, be less than $10,000,000, subject event exceed 50% (except in each the case to reduction at the sole discretion of Kraft Foods Group, and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment shall require the prior written consent of (x) the Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods Group); provided, that no consent of the Administrative Agent or Kraft Foods Group shall be required for an assignment to another Lender or an affiliate of a Required Assignment) of all such Lender; and ’s Commitment (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording as set forth in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (andSchedule I, in the case of each Lender that is a party hereto as of November 21, 2003, or as set forth in the Register as the aggregate Commitment assigned to such Lender pursuant to one or more assignments, in the case of any assignee); and (vi) No Lender shall be obligated to make a Required Assignment unless such Lender has received payments in an Assignment aggregate amount at least equal to the outstanding principal amount of all Committed Advances being assigned, together with accrued interest thereon to the date of payment of such principal amount and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations other amounts payable to such Lender under this AgreementAgreement (including without limitation Section 2.13(b), provided that such Lender shall cease to be a party heretoreceive its pro rata share of the Facility Fee on the next date on which the Facility Fee is payable), other than Section 9.12.

Assignment of Lender Obligations. Each From time to time each Lender may may, with the prior written consent of TBC (so long as no Event of Default has occurred and is continuing) and each Issuing Bank and subject to the qualifications set forth below, assign to one or more Persons Lenders or an Eligible Assignee all or a any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Pro Rata Advances owing to it, its participations Three-year Credit Agreement 32 in Letters of Credit and the Note, if any, held by it) and will, at any time, if arranged by the Company pursuant to clause (i)(A) below upon at least 30 days’ notice to such Lender and the Agent, assign to one or more Eligible Assignees all of its rights and obligations under this Agreement (including without limitation, all of its Commitment, the Advances owing to it, its participations in Letters of Credit and the Note, if any, held by it), ; subject to the following: (i) each If such Lender notifies TBC and the Agent of its intent to request the consent of TBC to an assignment, or if any Lender is a Defaulting Lender, TBC shall have the right, for 30 days after receipt of such notice or notice from the Agent that such Lender is a Defaulting Lender, as the case may be, and so long as no Event of Default has occurred and is continuing, in its sole discretion either (A) to arrange for one or more Eligible Assignees to accept such assignment shall be of a constantor, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of a Defaulting Lender, an assignment made pursuant of all of such Xxxxxx’s Advances and Commitment (a “Required Assignment”) or (B) other than in the case of a Defaulting Lender, to Section 9.07(harrange for the rights and obligations of such Lender (including, without limitation, such Xxxxxx’s Commitment), any Competitive Bid and the total Commitments, to be reduced by an amount equal to the amount of such Xxxxxx’s Commitment proposed to be assigned and, in connection with such reduction, to prepay that portion of the Advances owing to such Lender or any Competitive Bid Notes held by it)which it proposes to assign; (ii) If TBC fails to notify such Lender within 30 days of TBC’s receipt of such Xxxxxx’s request for consent to assignment, the Borrowers shall be deemed to consent to the proposed assignment; (iii) Any such assignment shall not require any Borrower to file a registration statement with the Securities and Exchange Commission or apply to qualify the interests in the Advances under the blue sky laws of any state and the assigning Lender shall otherwise comply with all federal and state securities laws applicable to such assignment; (iv) Unless TBC consents, the amount of the Commitment of the assigning Lender Xxxxxx being assigned pursuant to each any such assignment (determined as of the date of the Assignment assignment) shall either (A) equal 50% of all such rights and Acceptance with respect obligations (or 100% in the case of a Required Assignment) or (B) not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof; (v) Unless either (x) TBC consents or (y) an Event of Default has occurred and is continuing, the aggregate amount of the Commitment assigned pursuant to all such assignments of such Lender (after giving effect to such assignment) shall in no eventevent exceed 50% (except in the case of a Required Assignment) of all such Lender’s Commitment (as set forth in Schedule I, other than with respect to assignments to other Lendersin the case of each Lender that is a party hereto as of August 25, 2022, or affiliates as set forth in the Register as the aggregate Commitment assigned to such Lender pursuant to one or more assignments, in the case of Lenders, be less than $10,000,000, subject in each case to reduction at the sole discretion of Kraft Foods Group, and shall be an integral multiple of $1,000,000any assignee); (iiivi) each No Lender shall be obligated to make a Required Assignment unless such Lender has received payments in an aggregate amount at least equal to the outstanding principal amount of all Advances being assigned, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement (including without limitation Section 2.13(c), provided that such Lender shall receive its pro rata share of the Facility Fee on the next date on which the Facility Fee is payable) and Three-year Credit Agreement 33 (vii) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to an Eligible Assignee; (iv) each such the other conditions thereto set forth herein, the parties to the assignment shall require make such additional payments to the prior written Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations, or other compensating actions, including funding, with the consent of TBC, the applicable pro rata share of Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative AgentAgent and each other Lender hereunder (and interest accrued thereon), and (y) unless an Event acquire (and fund as appropriate) its full pro rata share of Default under Sections 6.01(a) or (e) has occurred and is continuingall Advances with its ratable portion. Notwithstanding the foregoing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods Group); provided, that no consent of the Administrative Agent or Kraft Foods Group shall be required for an assignment to another Lender or an affiliate of a Lender; and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee event that any assignment of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs and (y) the assigning Lender thereunder shall, except to the extent otherwise expressly agreed by the affected parties and subject to Section 8.17, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that rights and obligations hereunder have Xxxxxx’s having been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Defaulting Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.12.

Assignment of Lender Obligations. Each From time to time each Lender may may, with the prior written consent of TBC and subject to the qualifications set forth below, assign to one or more Persons Lenders or an Eligible Assignee all or a any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Pro Rata Committed Advances owing to it and the Committed Note, if any, held by it) and will, at any time, if arranged by the Company pursuant to clause (i)(A) below upon at least 30 days' notice to such Lender and the Agent, assign to one or more Eligible Assignees all of its rights and obligations under this Agreement (including without limitation, all of its Commitment, the Committed Advances owing to it and the Committed Note, if any, held by it), ; subject to the following: (i) each If such Lender notifies TBC and the Agent of its intent to request the consent of TBC to an assignment, TBC shall have the right, for 30 days after receipt of such notice and so long as no Event of Default has occurred and is continuing, in its sole discretion either (A) to arrange for one or more Eligible Assignees to accept such assignment shall be of (a constant, and not a varying, percentage of all "Required Assignment") or (B) to arrange for the rights and obligations under this Agreement of such Lender (other thanincluding, except in the case of an assignment made pursuant to Section 9.07(hwithout limitation, such Lender's Commitment), any Competitive Bid and the total Commitments, to be reduced by an amount equal to the amount of such Lender's Commitment proposed to be assigned and, in connection with such reduction, to prepay that portion of the Committed Advances owing to such Lender or any Competitive Bid Notes held by it)which it proposes to assign; (ii) If TBC fails to notify such Lender within 30 days of TBC's receipt of such Lender's request for consent to assignment that TBC has arranged for an assumption or reduction of the portion of Commitment to be assigned, the Borrowers shall be deemed to consent to the proposed assignment; (iii) Any such assignment shall not require any Borrower to file a registration statement with the Securities and Exchange Commission or apply to qualify the interests in the Committed Advances under the blue sky laws of any state and the assigning Lender shall otherwise comply with all federal and state securities laws applicable to such assignment; (iv) The amount of the Commitment of the assigning Lender being assigned pursuant to each any such assignment (determined as of the date of the Assignment assignment) shall either (A) equal 50% of all such rights and Acceptance with respect obligations (or 100% in the case of a Required Assignment) or (B) not be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof; (v) The aggregate amount of the Commitment assigned pursuant to all such assignments of such Lender (after giving effect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, be less than $10,000,000, subject event exceed 50% (except in each the case to reduction at the sole discretion of Kraft Foods Group, and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment shall require the prior written consent of (x) the Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods Group); provided, that no consent of the Administrative Agent or Kraft Foods Group shall be required for an assignment to another Lender or an affiliate of a Required Assignment) of all such Lender; and 's Commitment (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording as set forth in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (andSchedule I, in the case of each Lender that is a party hereto as of September 25, 2000, or as set forth in the Register as the aggregate Commitment assigned to such Lender pursuant to one or more assignments, in the case of any assignee); and (vi) No Lender shall be obligated to make a Required Assignment unless such Lender has received payments in an Assignment aggregate amount at least equal to the outstanding principal amount of all Committed Advances being assigned, together with accrued interest thereon to the date of payment of such principal amount and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations other amounts payable to such Lender under this AgreementAgreement (including without limitation Section 2.12(b), provided that such Lender shall cease to be a party heretoreceive its pro rata share of the Facility Fee on the next date on which the Facility Fee is payable), other than Section 9.12.

Assignment of Lender Obligations. Each From time to time each Lender may may, with the prior written consent of TBC (so long as no Event of Default has occurred and is continuing) and subject to the qualifications set forth below, assign to one or more Persons Lenders or an Eligible Assignee all or a any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Pro Rata Advances owing to it and the Note, if any, held by it) and will, at any time, if arranged by the Company pursuant to clause (i)(A) below upon at least 30 days’ notice to such Lender and the Agent, assign to one or more Eligible Assignees all of its rights and obligations under this Agreement (including without limitation, all of its Commitment, the Advances owing to it and the Note, if any, held by it), ; subject to the following: (i) each If such Lender notifies TBC and the Agent of its intent to request the consent of TBC to an assignment, or if any Lender is a Defaulting Lender, TBC shall have the right, for 30 days after receipt of such notice or notice from the Agent that such Lender is a Defaulting Lender, as the case may be, and so long as no Event of Default has occurred and is continuing, in its sole discretion either (A) to arrange for one or more Eligible Assignees to accept such assignment shall be of a constantor, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of a Defaulting Lender, an assignment made pursuant of all of such Lender’s Advances and Commitment (a “Required Assignment”) or (B) other than in the case of a Defaulting Lender, to Section 9.07(harrange for the rights and obligations of such Lender (including, without limitation, such Lender’s Commitment), any Competitive Bid and the total Commitments, to be reduced by an amount equal to the amount of such Lender’s Commitment proposed to be assigned and, in connection with such reduction, to prepay that portion of the Advances owing to such Lender or any Competitive Bid Notes held by it)which it proposes to assign; (ii) If TBC fails to notify such Lender within 30 days of TBC’s receipt of such Lender’s request for consent to assignment, the Borrowers shall be deemed to consent to the proposed assignment; (iii) Any such assignment shall not require any Borrower to file a registration statement with the Securities and Exchange Commission or apply to qualify the interests in the Advances under the blue sky laws of any state and the assigning Lender shall otherwise comply with all federal and state securities laws applicable to such assignment; (iv) Unless TBC consents, the amount of the Commitment of the assigning Lender being assigned pursuant to each any such assignment (determined as of the date of the Assignment assignment) shall either (A) equal 50% of all such rights and Acceptance with respect obligations (or 100% in the case of a Required Assignment) or (B) not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof; (v) Unless either (x) TBC consents or (y) an Event of Default has occurred and is continuing, the aggregate amount of the Commitment assigned pursuant to all such assignments of such Lender (after giving effect to such assignment) shall in no eventevent exceed 50% (except in the case of a Required Assignment) of all such Lender’s Commitment (as set forth in Schedule I, other than with respect to assignments to other Lendersin the case of each Lender that is a party hereto as of October 31, 2018, or affiliates as set forth in the Register as the aggregate Commitment assigned to such Lender pursuant to one or more assignments, in the case of Lenders, be less than $10,000,000, subject in each case to reduction at the sole discretion of Kraft Foods Group, and shall be an integral multiple of $1,000,000any assignee); (iiivi) each No Lender shall be obligated to make a Required Assignment unless such Lender has received payments in an aggregate amount at least equal to the outstanding principal amount of all Advances being assigned, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement (including without limitation Section 2.12(c), provided that such Lender shall receive its pro rata share of the Facility Fee on the next date on which the Facility Fee is payable); and (vii) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to an Eligible Assignee; (iv) each such the other conditions thereto set forth herein, the parties to the assignment shall require make such additional payments to the prior written Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations, or other compensating actions, including funding, with the consent of TBC, the applicable pro rata share of Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative AgentAgent and each other Lender hereunder (and interest accrued thereon), and (y) unless an Event acquire (and fund as appropriate) its full pro rata share of Default under Sections 6.01(a) or (e) has occurred and is continuingall Advances with its ratable portion. Notwithstanding the foregoing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods Group); provided, that no consent of the Administrative Agent or Kraft Foods Group shall be required for an assignment to another Lender or an affiliate of a Lender; and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee event that any assignment of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs and (y) the assigning Lender thereunder shall, except to the extent otherwise expressly agreed by the affected parties and subject to Section 8.16, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be having been a party hereto), other than Section 9.12Defaulting Lender.

Assignment of Lender Obligations. Each From time to time each Lender may may, with the prior written consent of TBC (so long as no Event of Default has occurred and is continuing) and subject to the qualifications set forth below, assign to one or more Persons Lenders or an Eligible Assignee all or a any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Pro Rata Advances owing to it and the Note, if any, held by it) and will, at any time, if arranged by the Company pursuant to clause (i)(A) below upon at least 30 days’ notice to such Lender and the Agent, assign to one or more Eligible Assignees all of its rights and obligations under this Agreement (including without limitation, all of its Commitment, the Advances owing to it and the Note, if any, held by it), ; subject to the following: (i) each If such Lender notifies TBC and the Agent of its intent to request the consent of TBC to an assignment, or if any Lender is a Defaulting Lender, TBC shall have the right, for 30 days after receipt of such notice or notice from the Agent that such Lender is a Defaulting Lender, as the case may be, and so long as no Event of Default has occurred and is continuing, in its sole discretion either (A) to arrange for one or more Eligible Assignees to accept such assignment shall be of a constantor, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of a Defaulting Lender, an assignment made pursuant of all of such Lender’s Advances and Commitment (a “Required Assignment”) or (B) other than in the case of a Defaulting Lender, to Section 9.07(harrange for the rights and obligations of such Lender (including, without limitation, such Lender’s Commitment), any Competitive Bid and the total Commitments, to be reduced by an amount equal to the amount of such Lender’s Commitment proposed to be assigned and, in connection with such reduction, to prepay that portion of the Advances owing to such Lender or any Competitive Bid Notes held by it)which it proposes to assign; (ii) If TBC fails to notify such Lender within 30 days of TBC’s receipt of such Lender’s request for consent to assignment, the Borrowers shall be deemed to consent to the proposed assignment; (iii) Any such assignment shall not require any Borrower to file a registration statement with the Securities and Exchange Commission or apply to qualify the interests in the Advances under the blue sky laws of any state and the assigning Lender shall otherwise comply with all federal and state securities laws applicable to such assignment; (iv) Unless TBC consents, the amount of the Commitment of the assigning Lender being assigned pursuant to each any such assignment (determined as of the date of the Assignment assignment) shall either (A) equal 50% of all such rights and Acceptance with respect obligations (or 100% in the case of a Required Assignment) or (B) not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof; (v) Unless either (x) TBC consents or (y) an Event of Default has occurred and is continuing, the aggregate amount of the Commitment assigned pursuant to all such assignments of such Lender (after giving effect to such assignment) shall in no eventevent exceed 50% (except in the case of a Required Assignment) of all such Lender’s Commitment (as set forth in Schedule I, other than with respect to assignments to other Lendersin the case of each Lender that is a party hereto as of October 30, 2019, or affiliates as set forth in the Register as the aggregate Commitment assigned to such Lender pursuant to one or more assignments, in the case of Lenders, be less than $10,000,000, subject in each case to reduction at the sole discretion of Kraft Foods Group, and shall be an integral multiple of $1,000,000any assignee); (iiivi) each No Lender shall be obligated to make a Required Assignment unless such Lender has received payments in an aggregate amount at least equal to the outstanding principal amount of all Advances being assigned, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement (including without limitation Section 2.12(c), provided that such Lender shall receive its pro rata share of the Facility Fee on the next date on which the Facility Fee is payable); and (vii) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to an Eligible Assignee; (iv) each such the other conditions thereto set forth herein, the parties to the assignment shall require make such additional payments to the prior written Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations, or other compensating actions, including funding, with the consent of TBC, the applicable pro rata share of Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative AgentAgent and each other Lender hereunder (and interest accrued thereon), and (y) unless an Event acquire (and fund as appropriate) its full pro rata share of Default under Sections 6.01(a) or (e) has occurred and is continuingall Advances with its ratable portion. Notwithstanding the foregoing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods Group); provided, that no consent of the Administrative Agent or Kraft Foods Group shall be required for an assignment to another Lender or an affiliate of a Lender; and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee event that any assignment of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs and (y) the assigning Lender thereunder shall, except to the extent otherwise expressly agreed by the affected parties and subject to Section 8.16, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be having been a party hereto), other than Section 9.12Defaulting Lender.

Assignment of Lender Obligations. Each From time to time each Lender may may, with the prior written consent of TBC and subject to the qualifications set forth below, assign to one or more Persons Lenders or an Eligible Assignee all or a any portion of its rights and obligations under this Agreement (includingAgreement(including, without limitation, all or a portion of its Commitment and Commitment, the Pro Rata Committed Advances owing to it and the Committed Note, if any, held by it) and will, at any time, if arranged by the Company pursuant to clause (i)(A) below upon at least 30 days' notice to such Lender and the Agent, assign to one or more Eligible Assignees all of its rights and obligations under this Agreement (including without limitation, all of its Commitment, the Committed Advances owing to it and the Committed Note, if any, held by it), ; subject to the following: (i) each If such Lender notifies TBC and the Agent of its intent to request the consent of TBC to an assignment, TBC shall have the right, for 30 days after receipt of such notice and so long as no Event of Default has occurred and is continuing, in its sole discretion either (A) to arrange for one or more Eligible Assignees to accept such assignment shall be of (a constant, and not a varying, percentage of all "Required Assignment") or (B) to arrange for the rights and obligations under this Agreement of such Lender (other thanincluding, except in the case of an assignment made pursuant to Section 9.07(hwithout limitation, such Lender's Commitment), any Competitive Bid and the total Commitments, to be reduced by an amount equal to the amount of such Lender's Commitment proposed to be assigned and, in connection with such reduction, to prepay that portion of the Committed Advances owing to such Lender or any Competitive Bid Notes held by it)which it proposes to assign; (ii) If TBC fails to notify such Lender within 30 days of TBC's receipt of such Lender's request for consent to assignment that TBC has arranged for an assumption or reduction of the portion of Commitment to be assigned, the Borrowers shall be deemed to consent to the proposed assignment; (iii) Any such assignment shall not require any Borrower to file a registration statement with the Securities and Exchange Commission or apply to qualify the interests in the Committed Advances under the blue sky laws of any state and the assigning Lender shall otherwise comply with all federal and state securities laws applicable to such assignment; (iv) The amount of the Commitment of the assigning Lender being assigned pursuant to each any such assignment (determined as of the date of the Assignment assignment) shall either (A) equal 50% of all such rights and Acceptance with respect obligations (or 100% in the case of a Required Assignment) or (B) not be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof; (v) The aggregate amount of the Commitment assigned pursuant to all such assignments of such Lender (after giving effect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, be less than $10,000,000, subject event exceed 50% (except in each the case to reduction at the sole discretion of Kraft Foods Group, and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment shall require the prior written consent of (x) the Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods Group); provided, that no consent of the Administrative Agent or Kraft Foods Group shall be required for an assignment to another Lender or an affiliate of a Required Assignment) of all such Lender; and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording 's Commitment(as set forth in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (andSchedule I, in the case of each Lender that is a party hereto as of November 23, 2001, or as set forth in the Register as the aggregate Commitment assigned to such Lender pursuant to one or more assignments, in the case of any assignee); and (vi) No Lender shall be obligated to make a Required Assignment unless such Lender has received payments in an Assignment aggregate amount at least equal to the outstanding principal amount of all Committed Advances being assigned, together with accrued interest thereon to the date of payment of such principal amount and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations other amounts payable to such Lender under this AgreementAgreement (including without limitation Section 2.12(c), provided that such Lender shall cease to be a party heretoreceive its pro rata share of the Facility Fee on the next date on which the Facility Fee is payable), other than Section 9.12.

Assignment of Lender Obligations. Each Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Pro Rata Advances owing to it), subject to the following: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of an assignment made pursuant to Section 9.07(h), any Competitive Bid Advances owing to such Lender or any Competitive Bid Notes held by it); (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, be less than $10,000,000, subject in each case to reduction at the sole discretion of Kraft Foods GroupFoods, and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment shall require the prior written consent of (x) the Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods GroupFoods); provided, that no consent of the Administrative Agent or Kraft Foods Group shall be required for an assignment to another Lender or an affiliate of a Lender; and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.12.

Assignment of Lender Obligations. Each Lender may and, if demanded by Altria upon at least five Business Days’ notice (or, in the case of a Defaulting Lender, at least three Business Days’ notice) to such Lender and JPMCB, as Administrative Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Pro Rata Advances owing to it), subject to the following: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of an assignment made pursuant to Section 9.07(h), any Competitive Bid Advances owing to such Lender or any Competitive Bid Notes held by it)Agreement; (ii) the amount of the Commitment of the assigning Lender Xxxxxx being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, event be less than $10,000,000, 10,000,000 (subject in each case to reduction at the sole discretion of Kraft Foods Group, Altria) and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment made as a result of a demand by Altria pursuant to this Section 9.07(a) shall require the prior written consent of (x) the be arranged by Altria after consultation with JPMCB, as Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by either an assignment of all of the rights and obligations of the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice under this Agreement or an assignment of a portion of such proposed rights and obligations made concurrently with another such assignment has been delivered to Kraft Foods Group); provided, that no consent or other such assignments which together cover all of the Administrative Agent or Kraft Foods Group rights and obligations of the assigning Lender under this Agreement; (v) no Lender shall be required for an obligated to make any such assignment to another Lender or an affiliate as a result of a demand by Altria pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrowers to which it has outstanding Advances or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement; and (vvi) the parties to each such assignment shall execute and deliver to the JPMCB, as Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of payable by the transferring assigning Lender) provided, provided that, if such assignment is made pursuant to as a result of a demand by Altria under this Section 9.07(h), Kraft Foods Group 9.07(a) Altria shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.159.04) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.12.

Assignment of Lender Obligations. Each Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Three-Year Commitment, Five-Year Commitment and the Pro Rata Advances , Three-Year Loans and/or Five-Year Loans owing to it, as the case may be), subject to the following: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of an assignment made pursuant to Section 9.07(h), any Competitive Bid Advances owing to such Lender or any Competitive Bid Notes held by it); (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, or assignment of the entire Commitment or Loan amount held by such Lender, be less than $10,000,0005,000,000, subject in each case to reduction at the sole discretion of Kraft Foods GroupMondelēz International, and shall be an integral multiple of $1,000,000; (iiiii) each such assignment shall be to an Eligible Assignee; (iviii) each such assignment shall require the prior written consent of (x) the Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group the Borrower (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group the Borrower shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group the Borrower within ten twenty (1020) Business Days after written notice of such proposed assignment has been delivered to Kraft Foods Groupthe Borrower); provided, that no consent of the Administrative Agent or Kraft Foods Group the Borrower shall be required for an assignment to another Lender or an affiliate of a Lender; and (viv) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group Mondelēz International shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.12.

Assignment of Lender Obligations. Each From time to time each Lender may may, with the prior written consent of TBC (so long as no Event of Default has occurred and is continuing) and subject to the qualifications set forth below, assign to one or more Persons Lenders or an Eligible Assignee all or a any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Pro Rata Committed Advances owing to it, its participations in Letters of Credit and the Committed Note, if any, held by it) and will, at any time, if arranged by the Company pursuant to clause (i)(A) below upon at least 30 days’ notice to such Lender and the Agent, assign to one or more Eligible Assignees all of its rights and obligations under this Agreement (including without limitation, all of its Commitment, the Committed Advances owing to it, its participations in Letters of Credit and the Committed Note, if any, held by it), ; subject to the following: (i) each If such Lender notifies TBC and the Agent of its intent to request the consent of TBC to an assignment, TBC shall have the right, for 30 days after receipt of such notice and so long as no Event of Default has occurred and is continuing, in its sole discretion either (A) to arrange for one or more Eligible Assignees to accept such assignment shall be of (a constant, and not a varying, percentage of all “Required Assignment”) or (B) to arrange for the rights and obligations under this Agreement of such Lender (other thanincluding, except in the case of an assignment made pursuant to Section 9.07(hwithout limitation, such Lender’s Commitment), any Competitive Bid and the total Commitments, to be reduced by an amount equal to the amount of such Lender’s Commitment proposed to be assigned and, in connection with such reduction, to prepay that portion of the Committed Advances owing to such Lender or any Competitive Bid Notes held by it);which it proposes to assign; Five-Year Credit Agreement 32 (ii) If TBC fails to notify such Lender within 30 days of TBC’s receipt of such Lender’s request for consent to assignment, the Borrowers shall be deemed to consent to the proposed assignment; (iii) Any such assignment shall not require any Borrower to file a registration statement with the Securities and Exchange Commission or apply to qualify the interests in the Committed Advances under the blue sky laws of any state and the assigning Lender shall otherwise comply with all federal and state securities laws applicable to such assignment; (iv) Unless TBC consents, the amount of the Commitment of the assigning Lender being assigned pursuant to each any such assignment (determined as of the date of the Assignment assignment) shall either (A) equal 50% of all such rights and Acceptance with respect obligations (or 100% in the case of a Required Assignment) or (B) not be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof; (v) Unless either (x) TBC consents or (y) an Event of Default has occurred and is continuing, the aggregate amount of the Commitment assigned pursuant to all such assignments of such Lender (after giving effect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, be less than $10,000,000, subject event exceed 50% (except in each the case to reduction at the sole discretion of Kraft Foods Group, and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment shall require the prior written consent of (x) the Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods Group); provided, that no consent of the Administrative Agent or Kraft Foods Group shall be required for an assignment to another Lender or an affiliate of a Required Assignment) of all such Lender; and ’s Commitment (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording as set forth in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (andSchedule I, in the case of each Lender that is a party hereto as of November 16, 2007, or as set forth in the Register as the aggregate Commitment assigned to such Lender pursuant to one or more assignments, in the case of any assignee); and (vi) No Lender shall be obligated to make a Required Assignment unless such Lender has received payments in an Assignment aggregate amount at least equal to the outstanding principal amount of all Committed Advances being assigned, together with accrued interest thereon to the date of payment of such principal amount and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations other amounts payable to such Lender under this AgreementAgreement (including without limitation Section 2.13(c), provided that such Lender shall cease to be a party heretoreceive its pro rata share of the Facility Fee on the next date on which the Facility Fee is payable), other than Section 9.12.

Assignment of Lender Obligations. Each Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Pro Rata Advances owing to it), subject to the following: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of an assignment made pursuant to Section 9.07(h), any Competitive Bid Advances owing to such Lender or any Competitive Bid Notes held by it); (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of LendersLenders or an assignment of the entire remaining amount, be less than $10,000,000, subject in each case to reduction at the sole discretion of Kraft Foods Group, and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment shall require the prior written consent of (x) the Administrative Agent, (y) each Issuing Bank, and (yz) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods Group); provided, that no consent of the Administrative Agent or Kraft Foods Group shall be required for an assignment to another Lender or an affiliate of a Lender; and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.12.

Assignment of Lender Obligations. Each From time to time each Lender may may, with the prior written consent of TBC (so long as no Event of Default has occurred and is continuing) and subject to the qualifications set forth below, assign to one or more Persons Lenders or an Eligible Assignee all or a any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Pro Rata Advances owing to it and the Note, if any, held by it) and will, at any time, if arranged by the Company pursuant to clause (i)(A) below upon at least 30 days’ notice to such Lender and the Agent, assign to one or more Eligible Assignees all of its rights and obligations under this Agreement (including without limitation, all of its Commitment, the Advances owing to it and the Note, if any, held by it), ; subject to the following: (i) each If such Lender notifies TBC and the Agent of its intent to request the consent of TBC to an assignment, or if any Lender is a Defaulting Lender, TBC shall have the right, for 30 days after receipt of such notice or notice from the Agent that such Lender is a Defaulting Lender, as the case may be, and so long as no Event of Default has occurred and is continuing, in its sole discretion either (A) to arrange for one or more Eligible Assignees to accept such assignment shall be of a constantor, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of a Defaulting Lender, an assignment made pursuant of all of such Lender’s Advances and Commitment (a “Required Assignment”) or (B) other than in the case of a Defaulting Lender, to Section 9.07(harrange for the rights and obligations of such Lender (including, without limitation, such Lender’s Commitment), any Competitive Bid and the total Commitments, to be reduced by an amount equal to the amount of such Lender’s Commitment proposed to be assigned and, in connection with such reduction, to prepay that portion of the Advances owing to such Lender or any Competitive Bid Notes held by it)which it proposes to assign; (ii) If TBC fails to notify such Lender within 30 days of TBC’s receipt of such Lender’s request for consent to assignment, the Borrowers shall be deemed to consent to the proposed assignment; (iii) Any such assignment shall not require any Borrower to file a registration statement with the Securities and Exchange Commission or apply to qualify the interests in the Advances under the blue sky laws of any state and the assigning Lender shall otherwise comply with all federal and state securities laws applicable to such assignment; (iv) Unless TBC consents, the amount of the Commitment of the assigning Lender being assigned pursuant to each any such assignment (determined as of the date of the Assignment assignment) shall either (A) equal 50% of all such rights and Acceptance with respect obligations (or 100% in the case of a Required Assignment) or (B) not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof; (v) Unless either (x) TBC consents or (y) an Event of Default has occurred and is continuing, the aggregate amount of the Commitment assigned pursuant to all such assignments of such Lender (after giving effect to such assignment) shall in no eventevent exceed 50% (except in the case of a Required Assignment) of all such Lender’s Commitment (as set forth in Schedule I, other than with respect to assignments to other Lendersin the case of each Lender that is a party hereto as of April 29, 2019, or affiliates as set forth in the Register as the aggregate Commitment assigned to such Lender pursuant to one or more assignments, in the case of Lenders, be less than $10,000,000, subject in each case to reduction at the sole discretion of Kraft Foods Group, and shall be an integral multiple of $1,000,000any assignee); (iiivi) each No Lender shall be obligated to make a Required Assignment unless such Lender has received payments in an aggregate amount at least equal to the outstanding principal amount of all Advances being assigned, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement (including without limitation Section 2.12(c), provided that such Lender shall receive its pro rata share of the Facility Fee on the next date on which the Facility Fee is payable); and (vii) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to an Eligible Assignee; (iv) each such the other conditions thereto set forth herein, the parties to the assignment shall require make such additional payments to the prior written Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations, or other compensating actions, including funding, with the consent of TBC, the applicable pro rata share of Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative AgentAgent and each other Lender hereunder (and interest accrued thereon), and (y) unless an Event acquire (and fund as appropriate) its full pro rata share of Default under Sections 6.01(a) or (e) has occurred and is continuingall Advances with its ratable portion. Notwithstanding the foregoing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods Group); provided, that no consent of the Administrative Agent or Kraft Foods Group shall be required for an assignment to another Lender or an affiliate of a Lender; and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee event that any assignment of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs and (y) the assigning Lender thereunder shall, except to the extent otherwise expressly agreed by the affected parties and subject to Section 8.16, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be having been a party hereto), other than Section 9.12Defaulting Lender.

Assignment of Lender Obligations. Each From time to time each Lender may may, with the prior written consent of TBC (so long as no Event of Default has occurred and is continuing) and each Issuing Bank and subject to the qualifications set forth below, assign to one or more Persons Lenders or an Eligible Assignee all or a any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Pro Rata Advances owing to it, its participations in Letters of Credit and the Note, if any, held by it) and will, at any time, if arranged by the Company pursuant to clause (i)(A) below upon at least 30 days’ notice to such Lender and the Agent, assign to one or more Eligible Assignees all of its rights and obligations under this Agreement (including without limitation, all of its Commitment, the Advances owing to it, its participations in Letters of Credit and the Note, if any, held by it), ; subject to the following: (i) each If such Lender notifies TBC and the Agent of its intent to request the consent of TBC to an assignment, or if any Lender is a Defaulting Lender, TBC shall have the right, for 30 days after receipt of such notice or notice from the Agent that such Lender is a Defaulting Lender, as the case may be, and so long as no Event of Default has occurred and is continuing, in its sole discretion either (A) to arrange for one or more Eligible Assignees to accept such assignment shall be of a constantor, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of a Defaulting Lender, an assignment made pursuant of all of such Xxxxxx’s Advances and Commitment (a “Required Assignment”) or (B) other than in the case of a Defaulting Lender, to Section 9.07(harrange for the rights and obligations of such Lender (including, without limitation, such Xxxxxx’s Commitment), any Competitive Bid and the total Commitments, to be reduced by an amount equal to the amount of such Xxxxxx’s Commitment proposed to be assigned and, in connection with such reduction, to prepay that portion of the Advances owing to such Lender or any Competitive Bid Notes held by it)which it proposes to assign; (ii) If TBC fails to notify such Lender within 30 days of TBC’s receipt of such Xxxxxx’s request for consent to assignment, the Borrowers shall be deemed to consent to the proposed assignment; Five-Year Credit Agreement 32 (iii) Any such assignment shall not require any Borrower to file a registration statement with the Securities and Exchange Commission or apply to qualify the interests in the Advances under the blue sky laws of any state and the assigning Lender shall otherwise comply with all federal and state securities laws applicable to such assignment; (iv) Unless TBC consents, the amount of the Commitment of the assigning Lender Xxxxxx being assigned pursuant to each any such assignment (determined as of the date of the Assignment assignment) shall either (A) equal 50% of all such rights and Acceptance with respect obligations (or 100% in the case of a Required Assignment) or (B) not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof; (v) Unless either (x) TBC consents or (y) an Event of Default has occurred and is continuing, the aggregate amount of the Commitment assigned pursuant to all such assignments of such Lender (after giving effect to such assignment) shall in no eventevent exceed 50% (except in the case of a Required Assignment) of all such Lender’s Commitment (as set forth in Schedule I, other than with respect to assignments to other Lendersin the case of each Lender that is a party hereto as of May 15, 2024, or affiliates as set forth in the Register as the aggregate Commitment assigned to such Lender pursuant to one or more assignments, in the case of Lenders, be less than $10,000,000, subject in each case to reduction at the sole discretion of Kraft Foods Group, and shall be an integral multiple of $1,000,000any assignee); (iiivi) each No Lender shall be obligated to make a Required Assignment unless such Lender has received payments in an aggregate amount at least equal to the outstanding principal amount of all Advances being assigned, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement (including without limitation Section 2.13(c), provided that such Lender shall receive its pro rata share of the Facility Fee on the next date on which the Facility Fee is payable) and (vii) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to an Eligible Assignee; (iv) each such the other conditions thereto set forth herein, the parties to the assignment shall require make such additional payments to the prior written Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations, or other compensating actions, including funding, with the consent of TBC, the applicable pro rata share of Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative AgentAgent and each other Lender hereunder (and interest accrued thereon), and (y) unless an Event acquire (and fund as appropriate) its full pro rata share of Default under Sections 6.01(a) or (e) has occurred and is continuingall Advances with its ratable portion. Notwithstanding the foregoing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods Group); provided, that no consent of the Administrative Agent or Kraft Foods Group shall be required for an assignment to another Lender or an affiliate of a Lender; and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee event that any assignment of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs and (y) the assigning Lender thereunder shall, except to the extent otherwise expressly agreed by the affected parties and subject to Section 8.17, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that rights and obligations hereunder have Xxxxxx’s having been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Defaulting Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.12.

Assignment of Lender Obligations. Each From time to time each Lender may may, with the prior written consent of TBC (so long as no Event of Default has occurred and is continuing) and subject to the qualifications set forth below, assign to one or more Persons Lenders or an Eligible Assignee all or a any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Pro Rata Committed Advances owing to it, its participations in Letters of Credit and the Committed Note, if any, held by it) and will, at any time, if arranged by the Company pursuant to clause (i)(A) below upon at least 30 days’ notice to such Lender and the Agent, assign to one or more Eligible Assignees all of its rights and obligations under this Agreement (including without limitation, all of its Commitment, the Committed Advances owing to it, its participations in Letters of Credit and the Committed Note, if any, held by it), ; subject to the following: (i) each If such Lender notifies TBC and the Agent of its intent to request the consent of TBC to an assignment, TBC shall have the right, for 30 days after receipt of such notice and so long as no Event of Default has occurred and is continuing, in its sole discretion either (A) to arrange for one or more Eligible Assignees to accept such assignment shall be of (a constant, and not a varying, percentage of all “Required Assignment”) or (B) to arrange for the rights and obligations under this Agreement of such Lender (other thanincluding, except in the case of an assignment made pursuant to Section 9.07(hwithout limitation, such Lender’s Commitment), any Competitive Bid and the total Commitments, to be reduced by an amount equal to the amount of such Lender’s Commitment proposed Five-Year Credit Agreement 32 to be assigned and, in connection with such reduction, to prepay that portion of the Committed Advances owing to such Lender or any Competitive Bid Notes held by it)which it proposes to assign; (ii) If TBC fails to notify such Lender within 30 days of TBC’s receipt of such Lender’s request for consent to assignment, the Borrowers shall be deemed to consent to the proposed assignment; (iii) Any such assignment shall not require any Borrower to file a registration statement with the Securities and Exchange Commission or apply to qualify the interests in the Committed Advances under the blue sky laws of any state and the assigning Lender shall otherwise comply with all federal and state securities laws applicable to such assignment; (iv) Unless TBC consents, the amount of the Commitment of the assigning Lender being assigned pursuant to each any such assignment (determined as of the date of the Assignment assignment) shall either (A) equal 50% of all such rights and Acceptance with respect obligations (or 100% in the case of a Required Assignment) or (B) not be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof; (v) Unless either (x) TBC consents or (y) an Event of Default has occurred and is continuing, the aggregate amount of the Commitment assigned pursuant to all such assignments of such Lender (after giving effect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, be less than $10,000,000, subject event exceed 50% (except in each the case to reduction at the sole discretion of Kraft Foods Group, and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment shall require the prior written consent of (x) the Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods Group); provided, that no consent of the Administrative Agent or Kraft Foods Group shall be required for an assignment to another Lender or an affiliate of a Required Assignment) of all such Lender; and ’s Commitment (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording as set forth in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (andSchedule I, in the case of each Lender that is a party hereto as of November 17, 2006, or as set forth in the Register as the aggregate Commitment assigned to such Lender pursuant to one or more assignments, in the case of any assignee); and (vi) No Lender shall be obligated to make a Required Assignment unless such Lender has received payments in an Assignment aggregate amount at least equal to the outstanding principal amount of all Committed Advances being assigned, together with accrued interest thereon to the date of payment of such principal amount and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations other amounts payable to such Lender under this AgreementAgreement (including without limitation Section 2.13(c), provided that such Lender shall cease to be a party heretoreceive its pro rata share of the Facility Fee on the next date on which the Facility Fee is payable), other than Section 9.12.

Assignment of Lender Obligations. Each From time to time each Lender may may, with the prior written consent of TBC (so long as no Event of Default has occurred and is continuing) and subject to the qualifications set forth below, assign to one or more Persons Lenders or an Eligible Assignee all or a any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Pro Rata Advances owing to it and the Note, if any, held by it) and will, at any time, if arranged by the Company pursuant to clause (i)(A) below upon at least 30 days’ notice to such Lender and the Agent, assign to one or more Eligible Assignees all of its rights and obligations under this Agreement (including without limitation, all of its Commitment, the Advances owing to it and the Note, if any, held by it), ; subject to the following: (i) each If such Lender notifies TBC and the Agent of its intent to request the consent of TBC to an assignment, or if any Lender is a Defaulting Lender, TBC shall have the right, for 30 days after receipt of such notice or notice from the Agent that such Lender is a Defaulting Lender, as the case may be, and so long as no Event of Default has occurred and is continuing, in its sole discretion either (A) to arrange for one or more Eligible Assignees to accept such assignment shall be of a constantor, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of a Defaulting Lender, an assignment made pursuant of all of such Xxxxxx’s Advances and Commitment (a “Required Assignment”) or (B) other than in the case of a Defaulting Lender, to Section 9.07(harrange for the rights and obligations of such Lender (including, without limitation, such Xxxxxx’s Commitment), any Competitive Bid and the total Commitments, to be reduced by an amount equal to the amount of such Xxxxxx’s Commitment proposed to be assigned and, in connection with such reduction, to prepay that portion of the Advances owing to such Lender or any Competitive Bid Notes held by it)which it proposes to assign; (ii) If TBC fails to notify such Lender within 30 days of TBC’s receipt of such Xxxxxx’s request for consent to assignment, the Borrowers shall be deemed to consent to the proposed assignment; (iii) Any such assignment shall not require any Borrower to file a registration statement with the Securities and Exchange Commission or apply to qualify the interests in the Advances under the blue sky laws of any state and the assigning Lender shall otherwise comply with all federal and state securities laws applicable to such assignment; (iv) Unless TBC consents, the amount of the Commitment of the assigning Lender Xxxxxx being assigned pursuant to each any such assignment (determined as of the date of the Assignment assignment) shall either (A) equal 50% of all such rights and Acceptance with respect obligations (or 100% in the case of a Required Assignment) or (B) not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof; (v) Unless either (x) TBC consents or (y) an Event of Default has occurred and is continuing, the aggregate amount of the Commitment assigned pursuant to all such assignments of such Lender (after giving effect to such assignment) shall in no eventevent exceed 50% (except in the case of a Required Assignment) of all such Lender’s Commitment (as set forth in Schedule I, other than with respect to assignments to other Lendersin the case of each Lender that is a party hereto as of August 24, 2023, or affiliates as set forth in the Register as the aggregate Commitment assigned to such Lender pursuant to one or more assignments, in the case of Lenders, be less than $10,000,000, subject in each case to reduction at the sole discretion of Kraft Foods Group, and shall be an integral multiple of $1,000,000any assignee); (iiivi) each No Lender shall be obligated to make a Required Assignment unless such Lender has received payments in an aggregate amount at least equal to the outstanding principal amount of all Advances being assigned, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement (including without limitation Section 2.12(c), provided that such Lender shall receive its pro rata share of the Facility Fee on the next date on which the Facility Fee is payable); and (vii) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to an Eligible Assignee; (iv) each such the other conditions thereto set forth herein, the parties to the assignment shall require make such additional payments to the prior written Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations, or other compensating actions, including funding, with the consent of TBC, the applicable pro rata share of Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative AgentAgent and each other Lender hereunder (and interest accrued thereon), and (y) unless an Event acquire (and fund as appropriate) its full pro rata share of Default under Sections 6.01(a) or (e) has occurred and is continuingall Advances with its ratable portion. Notwithstanding the foregoing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods Group); provided, that no consent of the Administrative Agent or Kraft Foods Group shall be required for an assignment to another Lender or an affiliate of a Lender; and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee event that any assignment of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs and (y) the assigning Lender thereunder shall, except to the extent otherwise expressly agreed by the affected parties and subject to Section 8.16, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that rights and obligations hereunder have Xxxxxx’s having been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Defaulting Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.12.

Assignment of Lender Obligations. Each From time to time each Lender may may, with the prior written consent of TBC (so long as no Event of Default has occurred and is continuing) and subject to the qualifications set forth below, assign to one or more Persons Lenders or an Eligible Assignee all or a any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Pro Rata Committed Advances owing to it and the Committed Note, if any, held by it) and will, at any time, if arranged by the Company pursuant to clause (i)(A) below upon at least 30 days’ notice to such Lender and the Agent, assign to one or more Eligible Assignees all of its rights and obligations under this Agreement (including without limitation, all of its Commitment, the Committed Advances owing to it and the Committed Note, if any, held by it), ; subject to the following: (i) each If such Lender notifies TBC and the Agent of its intent to request the consent of TBC to an assignment, or if any Lender is a Defaulting Lender, TBC shall have the right, for 30 days after receipt of such notice or notice from the Agent that such Lender is a Defaulting Lender, as the case may be, and so long as no Event of Default has occurred and is continuing, in its sole discretion either (A) to arrange for one or more Eligible Assignees to accept such assignment shall be of a constantor, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of a Defaulting Lender, an assignment made pursuant of all of such Lender’s Committed Advances and Commitment (a “Required Assignment”) or (B) other than in the case of a Defaulting Lender, to Section 9.07(harrange for the rights and obligations of such Lender (including, without limitation, such Lender’s Commitment), any Competitive Bid and the total Commitments, to be reduced by an amount equal to the amount of such Lender’s Commitment proposed to be assigned and, in connection with such reduction, to prepay that portion of the Committed Advances owing to such Lender or any Competitive Bid Notes held by it)which it proposes to assign; (ii) If TBC fails to notify such Lender within 30 days of TBC’s receipt of such Lender’s request for consent to assignment, the Borrowers shall be deemed to consent to the proposed assignment; (iii) Any such assignment shall not require any Borrower to file a registration statement with the Securities and Exchange Commission or apply to qualify the interests in the Committed Advances under the blue sky laws of any state and the assigning Lender shall otherwise comply with all federal and state securities laws applicable to such assignment; (iv) Unless TBC consents, the amount of the Commitment of the assigning Lender being assigned pursuant to each any such assignment (determined as of the date of the Assignment assignment) shall either (A) equal 50% of all such rights and Acceptance with respect obligations (or 100% in the case of a Required Assignment) or (B) not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof; (v) Unless either (x) TBC consents or (y) an Event of Default has occurred and is continuing, the aggregate amount of the Commitment assigned pursuant to all such assignments of such Lender (after giving effect to such assignment) shall in no eventevent exceed 50% (except in the case of a Required Assignment) of all such Lender’s Commitment (as set forth in Schedule I, other than with respect to assignments to other Lendersin the case of each Lender that is a party hereto as of November 10, 2011, or affiliates as set forth in the Register as the aggregate Commitment assigned to such Lender pursuant to one or more assignments, in the case of Lenders, be less than $10,000,000, subject in each case to reduction at the sole discretion of Kraft Foods Group, and shall be an integral multiple of $1,000,000any assignee); (iiivi) each No Lender shall be obligated to make a Required Assignment unless such Lender has received payments in an aggregate amount at least equal to the outstanding principal amount of all Committed Advances being assigned, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement (including without limitation Section 2.12(c), provided that such Lender shall receive its pro rata share of the Facility Fee on the next date on which the Facility Fee is payable); and (vii) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to an Eligible Assignee; (iv) each such the other conditions thereto set forth herein, the parties to the assignment shall require make such additional payments to the prior written Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations, or other compensating actions, including funding, with the consent of TBC, the applicable pro rata share of Committed Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative AgentAgent and each other Lender hereunder (and interest accrued thereon), and (y) unless an Event acquire (and fund as appropriate) its full pro rata share of Default under Sections 6.01(a) or (e) has occurred and is continuingall Committed Advances with its ratable portion. Notwithstanding the foregoing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods Group); provided, that no consent of the Administrative Agent or Kraft Foods Group shall be required for an assignment to another Lender or an affiliate of a Lender; and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee event that any assignment of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs and (y) the assigning Lender thereunder shall, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be having been a party hereto), other than Section 9.12Defaulting Lender.

Assignment of Lender Obligations. Each After the Extension Date or during the continuance of an Event of Default, each Lender may may, and if demanded by the Borrower upon at least five Business Days notice to such Lender and the Administrative Agent will, assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment Commitments and the Pro Rata Advances owing to it), subject to the following: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of an assignment made pursuant to Section 9.07(h), any Competitive Bid Advances owing to such Lender or any Competitive Bid Notes held by it)Agreement; (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, event be less than $10,000,000, €10,000,000 (subject in each case to reduction at the sole discretion of Kraft Foods Group, the Borrower) and shall be an integral multiple of $€1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.7(a) shall require be arranged by the prior written consent of (x) Borrower after consultation with the Administrative Agent, Agent and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by either an assignment of all of the rights and obligations of the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice under this Agreement or an assignment of a portion of such proposed rights and obligations made concurrently with another such assignment has been delivered to Kraft Foods Group); provided, that no consent or other such assignments which together cover all of the Administrative Agent or Kraft Foods Group rights and obligations of the assigning Lender under this Agreement; (v) no Lender shall be required for an obligated to make any such assignment to another Lender or an affiliate as a result of a demand by the Borrower pursuant to this Section 8.7(a) unless and until such Lender shall have received payment of an amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement (including without limitation amounts payable under Section 8.4(b)); and (vvi) the parties to each such assignment shall execute and the assigning Lender shall, not less than five Business Days prior to the effectiveness of any Assignment and Acceptance, deliver to the Administrative Agent which shall give prompt notice thereof to the Borrower by facsimile or other electronic communication, for its the Administrative Agent’s acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided€1,500, provided that, if such assignment is made pursuant to as a result of a demand by the Borrower under this Section 9.07(h8.7(a), Kraft Foods Group the Borrower shall pay or cause to be paid such $3,500 €1,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.158.4) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.128.12.

Assignment of Lender Obligations. Each From time to time each Lender may may, with the prior written consent of TBC (so long as no Event of Default has occurred and is continuing) and each Issuing Bank and subject to the qualifications set forth below, assign to one or more Persons Lenders or an Eligible Assignee all or a any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Pro Rata Advances owing to it, its participations in Letters of Credit and the Note, if any, held by it) and will, at any time, if arranged by the Borrower pursuant to clause (i)(A) below upon at least 30 days’ notice to such Lender and the Agent, assign to one or more Eligible Assignees all of its rights and obligations under this Agreement (including without limitation, all of its Commitment, the Advances owing to it, its participations in Letters of Credit and the Note, if any, held by it), ; subject to the following: (i) each If such Lender notifies TBC and the Agent of its intent to request the consent of TBC to an assignment, or if any Lender is a Defaulting Lender, TBC shall have the right, for 30 days after receipt of such notice or notice from the Agent that such Lender is a Defaulting Lender, as the case may be, and so long as no Event of Default has occurred and is continuing, in its sole discretion either (A) to arrange for one or more Eligible Assignees to accept such assignment shall be of a constantor, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of a Defaulting Lender, an assignment made pursuant of all of such Lender’s Advances and Commitment (a “Required Assignment”) or (B) other than in the case of a Defaulting Lender, to Section 9.07(harrange for the rights and obligations of such Lender (including, without limitation, such Lender’s Commitment), any Competitive Bid and the total Commitments, to be reduced by an amount equal to the amount of such Lender’s Commitment proposed to be assigned and, in connection with such reduction, to prepay that portion of the Advances owing to such Lender or any Competitive Bid Notes held by it)which it proposes to assign; (ii) If TBC fails to notify such Lender within 30 days of TBC’s receipt of such Lender’s request for consent to assignment, TBC shall be deemed to consent to the proposed assignment; (iii) Any such assignment shall not require the Borrower to file a registration statement with the Securities and Exchange Commission or apply to qualify the interests in the Advances under the blue sky laws of any state and the assigning Lender shall otherwise comply with all federal and state securities laws applicable to such assignment; (iv) Unless TBC consents, the amount of the Commitment of the assigning Lender being assigned pursuant to each any such assignment (determined as of the date of the Assignment assignment) shall either (A) equal 50% of all such rights and Acceptance with respect obligations (or 100% in the case of a Required Assignment) or (B) not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof; (v) Unless either (x) TBC consents or (y) an Event of Default has occurred and is continuing, the aggregate amount of the Commitment assigned pursuant to all such assignments of such Lender (after giving effect to such assignment) shall in no eventevent exceed 50% (except in the case of a Required Assignment) of all such Lender’s Commitment (as set forth in Schedule I, other than with respect to assignments to other Lendersin the case of each Lender that is a party hereto as of March 19, 2021, or affiliates as set forth in the Register as the aggregate Commitment assigned to such Lender pursuant to one or more assignments, in the case of Lenders, be less than $10,000,000, subject in each case to reduction at the sole discretion of Kraft Foods Group, and shall be an integral multiple of $1,000,000any assignee); (iiivi) each No Lender shall be obligated to make a Required Assignment unless such Lender has received payments in an aggregate amount at least equal to the outstanding principal amount of all Advances being assigned, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement (including without limitation Section 2.13(c), provided that such Lender shall receive its pro rata share of the Facility Fee on the next date on which the Facility Fee is payable) and (vii) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to an Eligible Assignee; (iv) each such the other conditions thereto set forth herein, the parties to the assignment shall require make such additional payments to the prior written Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations, or other compensating actions, including funding, with the consent of TBC, the applicable pro rata share of Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative AgentAgent and each other Lender hereunder (and interest accrued thereon), and (y) unless an Event acquire (and fund as appropriate) its full pro rata share of Default under Sections 6.01(a) or (e) has occurred and is continuingall Advances with its ratable portion. Notwithstanding the foregoing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods Group); provided, that no consent of the Administrative Agent or Kraft Foods Group shall be required for an assignment to another Lender or an affiliate of a Lender; and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee event that any assignment of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs and (y) the assigning Lender thereunder shall, except to the extent otherwise expressly agreed by the affected parties and subject to Section 8.17, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be having been a party hereto), other than Section 9.12Defaulting Lender.

Assignment of Lender Obligations. Each From time to time each Lender may may, with the prior written consent of TBC (so long as no Event of Default has occurred and is continuing) and subject to the qualifications set forth below, assign to one or more Persons Lenders or an Eligible Assignee all or a any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Pro Rata Committed Advances owing to it and the Committed Note, if any, held by it) and will, at any time, if arranged by the Company pursuant to clause (i)(A) below upon at least 30 days’ notice to such Lender and the Agent, assign to one or more Eligible Assignees all of its rights and obligations under this Agreement (including without limitation, all of its Commitment, the Committed Advances owing to it and the Committed Note, if any, held by it), ; subject to the following: (i) each If such Lender notifies TBC and the Agent of its intent to request the consent of TBC to an assignment, or if any Lender is a Defaulting Lender, TBC shall have the right, for 30 days after receipt of such notice or notice from the Agent that such Lender is a Defaulting Lender, as the case may be, and so long as no Event of Default has occurred and is continuing, in its sole discretion either (A) to arrange for one or more Eligible Assignees to accept such assignment shall be of a constantor, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of a Defaulting Lender, an assignment made pursuant of all of such Lender’s Committed Advances and Commitment (a “Required Assignment”) or (B) other than in the case of a Defaulting Lender, to Section 9.07(harrange for the rights and obligations of such Lender (including, without limitation, such Lender’s Commitment), any Competitive Bid and the total Commitments, to be reduced by an amount equal to the amount of such Lender’s Commitment proposed to be assigned and, in connection with such reduction, to prepay that portion of the Committed Advances owing to such Lender or any Competitive Bid Notes held by it)which it proposes to assign; (ii) If TBC fails to notify such Lender within 30 days of TBC’s receipt of such Lender’s request for consent to assignment, the Borrowers shall be deemed to consent to the proposed assignment; (iii) Any such assignment shall not require any Borrower to file a registration statement with the Securities and Exchange Commission or apply to qualify the interests in the Committed Advances under the blue sky laws of any state and the assigning Lender shall otherwise comply with all federal and state securities laws applicable to such assignment; (iv) Unless TBC consents, the amount of the Commitment of the assigning Lender being assigned pursuant to each any such assignment (determined as of the date of the Assignment assignment) shall either (A) equal 50% of all such rights and Acceptance with respect obligations (or 100% in the case of a Required Assignment) or (B) not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof; (v) Unless either (x) TBC consents or (y) an Event of Default has occurred and is continuing, the aggregate amount of the Commitment assigned pursuant to all such assignments of such Lender (after giving effect to such assignment) shall in no eventevent exceed 50% (except in the case of a Required Assignment) of all such Lender’s Commitment (as set forth in Schedule I, other than with respect to assignments to other Lendersin the case of each Lender that is a party hereto as of November 4, 2015, or affiliates as set forth in the Register as the aggregate Commitment assigned to such Lender pursuant to one or more assignments, in the case of Lenders, be less than $10,000,000, subject in each case to reduction at the sole discretion of Kraft Foods Group, and shall be an integral multiple of $1,000,000any assignee); (iiivi) each No Lender shall be obligated to make a Required Assignment unless such Lender has received payments in an aggregate amount at least equal to the outstanding principal amount of all Committed Advances being assigned, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement (including without limitation Section 2.12(c), provided that such Lender shall receive its pro rata share of the Facility Fee on the next date on which the Facility Fee is payable); and (vii) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to an Eligible Assignee; (iv) each such the other conditions thereto set forth herein, the parties to the assignment shall require make such additional payments to the prior written Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations, or other compensating actions, including funding, with the consent of TBC, the applicable pro rata share of Committed Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative AgentAgent and each other Lender hereunder (and interest accrued thereon), and (y) unless an Event acquire (and fund as appropriate) its full pro rata share of Default under Sections 6.01(a) or (e) has occurred and is continuingall Committed Advances with its ratable portion. Notwithstanding the foregoing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods Group); provided, that no consent of the Administrative Agent or Kraft Foods Group shall be required for an assignment to another Lender or an affiliate of a Lender; and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee event that any assignment of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs and (y) the assigning Lender thereunder shall, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be having been a party hereto), other than Section 9.12Defaulting Lender.

Assignment of Lender Obligations. Each From time to time each Lender may may, with the prior written consent of TBC (so long as no Event of Default has occurred and is continuing) and each Issuing Bank and subject to the qualifications set forth below, assign to one or more Persons Lenders or an Eligible Assignee all or a any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Pro Rata Committed Advances owing to it), subject its participations in Letters of Credit and the Committed Note, if any, held by it) and will, at any time, if arranged by the Company pursuant to clause (i)(A) below upon at least 30 days’ notice to such Lender and the following: (i) each such assignment shall be Agent, assign to one or more Eligible Assignees all of a constant, and not a varying, percentage of all its rights and obligations under this Agreement (other thanincluding without limitation, except all of its Commitment, the Committed Advances owing to it, its participations in Letters of Credit and the Committed Note, if any, held by it); subject to the following: Five-Year Credit Agreement 33 (i) If such Lender notifies TBC and the Agent of its intent to request the consent of TBC to an assignment, or if any Lender is a Defaulting Lender, TBC shall have the right, for 30 days after receipt of such notice or notice from the Agent that such Lender is a Defaulting Lender, as the case may be, and so long as no Event of Default has occurred and is continuing, in its sole discretion either (A) to arrange for one or more Eligible Assignees to accept such assignment or, in the case of a Defaulting Lender, an assignment made pursuant of all of such Lender’s Committed Advances and Commitment (a “Required Assignment”) or (B) other than in the case of a Defaulting Lender, to Section 9.07(harrange for the rights and obligations of such Lender (including, without limitation, such Lender’s Commitment), any Competitive Bid and the total Commitments, to be reduced by an amount equal to the amount of such Lender’s Commitment proposed to be assigned and, in connection with such reduction, to prepay that portion of the Committed Advances owing to such Lender or any Competitive Bid Notes held by it)which it proposes to assign; (ii) If TBC fails to notify such Lender within 30 days of TBC’s receipt of such Lender’s request for consent to assignment, the Borrowers shall be deemed to consent to the proposed assignment; (iii) Any such assignment shall not require any Borrower to file a registration statement with the Securities and Exchange Commission or apply to qualify the interests in the Committed Advances under the blue sky laws of any state and the assigning Lender shall otherwise comply with all federal and state securities laws applicable to such assignment; (iv) Unless TBC consents, the amount of the Commitment of the assigning Lender being assigned pursuant to each any such assignment (determined as of the date of the Assignment assignment) shall either (A) equal 50% of all such rights and Acceptance with respect obligations (or 100% in the case of a Required Assignment) or (B) not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof; (v) Unless either (x) TBC consents or (y) an Event of Default has occurred and is continuing, the aggregate amount of the Commitment assigned pursuant to all such assignments of such Lender (after giving effect to such assignment) shall in no eventevent exceed 50% (except in the case of a Required Assignment) of all such Lender’s Commitment (as set forth in Schedule I, other than with respect to assignments to other Lendersin the case of each Lender that is a party hereto as of November 10, 2011, or affiliates as set forth in the Register as the aggregate Commitment assigned to such Lender pursuant to one or more assignments, in the case of Lenders, be less than $10,000,000, subject in each case to reduction at the sole discretion of Kraft Foods Group, and shall be an integral multiple of $1,000,000any assignee); (iiivi) each No Lender shall be obligated to make a Required Assignment unless such Lender has received payments in an aggregate amount at least equal to the outstanding principal amount of all Committed Advances being assigned, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement (including without limitation Section 2.13(c), provided that such Lender shall receive its pro rata share of the Facility Fee on the next date on which the Facility Fee is payable) and (vii) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to an Eligible Assignee; (iv) each such the other conditions thereto set forth herein, the parties to the assignment shall require make such additional payments to the prior written Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, Five-Year Credit Agreement 34 with the consent of TBC, the applicable pro rata share of Committed Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, each Issuing Bank and each other Lender hereunder (and interest accrued thereon), and (y) unless an Event acquire (and fund as appropriate) its full pro rata share of Default under Sections 6.01(a) or (e) has occurred all Committed Advances and is continuingparticipations in Letters of Credit in accordance with its Ratable Share. Notwithstanding the foregoing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods Group); provided, that no consent of the Administrative Agent or Kraft Foods Group shall be required for an assignment to another Lender or an affiliate of a Lender; and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee event that any assignment of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs and (y) the assigning Lender thereunder shall, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be having been a party hereto), other than Section 9.12Defaulting Lender.

Assignment of Lender Obligations. Each From time to time each Lender may may, with the prior written consent of TBC (so long as no Event of Default has occurred and is continuing) and subject to the qualifications set forth below, assign to one or more Persons Lenders or an Eligible Assignee all or a any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Pro Rata Advances owing to it and the Note, if any, held by it) and will, at any time, if arranged by the Company pursuant to clause (i)(A) below upon at least 30 days’ notice to such Lender and the Agent, assign to one or more Eligible Assignees all of its rights and obligations under this Agreement (including without limitation, all of its Commitment, the Advances owing to it and the Note, if any, held by it), ; subject to the following: (i) each If such Lender notifies TBC and the Agent of its intent to request the consent of TBC to an assignment, or if any Lender is a Defaulting Lender, TBC shall have the right, for 30 days after receipt of such notice or notice from the Agent that such Lender is a Defaulting Lender, as the case may be, and so long as no Event of Default has occurred and is continuing, in its sole discretion either (A) to arrange for one or more Eligible Assignees to accept such assignment shall be of a constantor, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of a Defaulting Lender, an assignment made pursuant of all of such Lender’s Advances and Commitment (a “Required Assignment”) or (B) other than in the case of a Defaulting Lender, to Section 9.07(harrange for the rights and obligations of such Lender (including, without limitation, such Lender’s Commitment), any Competitive Bid and the total Commitments, to be reduced by an amount equal to the amount of such Lender’s Commitment proposed to be assigned and, in connection with such reduction, to prepay that portion of the Advances owing to such Lender or any Competitive Bid Notes held by it)which it proposes to assign; (ii) If TBC fails to notify such Lender within 30 days of TBC’s receipt of such Lender’s request for consent to assignment, the Borrowers shall be deemed to consent to the proposed assignment; (iii) Any such assignment shall not require any Borrower to file a registration statement with the Securities and Exchange Commission or apply to qualify the interests in the Advances under the blue sky laws of any state and the assigning Lender shall otherwise comply with all federal and state securities laws applicable to such assignment; (iv) Unless TBC consents, the amount of the Commitment of the assigning Lender being assigned pursuant to each any such assignment (determined as of the date of the Assignment assignment) shall either (A) equal 50% of all such rights and Acceptance with respect obligations (or 100% in the case of a Required Assignment) or (B) not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof; (v) Unless either (x) TBC consents or (y) an Event of Default has occurred and is continuing, the aggregate amount of the Commitment assigned pursuant to all such assignments of such Lender (after giving effect to such assignment) shall in no eventevent exceed 50% (except in the case of a Required Assignment) of all such Lender’s Commitment (as set forth in Schedule I, other than with respect to assignments to other Lendersin the case of each Lender that is a party hereto as of October 25, 2021, or affiliates as set forth in the Register as the aggregate Commitment assigned to such Lender pursuant to one or more assignments, in the case of Lenders, be less than $10,000,000, subject in each case to reduction at the sole discretion of Kraft Foods Group, and shall be an integral multiple of $1,000,000any assignee); (iiivi) each No Lender shall be obligated to make a Required Assignment unless such Lender has received payments in an aggregate amount at least equal to the outstanding principal amount of all Advances being assigned, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement (including without limitation Section 2.12(c), provided that such Lender shall receive its pro rata share of the Facility Fee on the next date on which the Facility Fee is payable); and (vii) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to an Eligible Assignee; (iv) each such the other conditions thereto set forth herein, the parties to the assignment shall require make such additional payments to the prior written Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations, or other compensating actions, including funding, with the consent of TBC, the applicable pro rata share of Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative AgentAgent and each other Lender hereunder (and interest accrued thereon), and (y) unless an Event acquire (and fund as appropriate) its full pro rata share of Default under Sections 6.01(a) or (e) has occurred and is continuingall Advances with its ratable portion. Notwithstanding the foregoing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods Group); provided, that no consent of the Administrative Agent or Kraft Foods Group shall be required for an assignment to another Lender or an affiliate of a Lender; and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee event that any assignment of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs and (y) the assigning Lender thereunder shall, except to the extent otherwise expressly agreed by the affected parties and subject to Section 8.16, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be having been a party hereto), other than Section 9.12Defaulting Lender.

Assignment of Lender Obligations. Each Lender may and, if demanded by Kraft upon at least five Business Days' notice to such Lender and Chase, as Administrative Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Pro Rata Advances owing to it), subject to the following: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of an assignment made as a result of a demand by Kraft pursuant to this Section 9.07(h9.07(a), any Competitive Bid Advances owing to such Lender or any Competitive Bid Notes held by it); (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, event be less than $10,000,000, 10,000,000 (subject in each case to reduction at the sole discretion of Kraft Foods Group, Kraft) and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment made as a result of a demand by Kraft pursuant to this Section 9.07(a) shall require the prior written consent of (x) the be arranged by Kraft after consultation with Chase, as Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by either an assignment of all of the rights and obligations of the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice under this Agreement or an assignment of a portion of such proposed rights and obligations made concurrently with another such assignment has been delivered to Kraft Foods Group); provided, that no consent or other such assignments which together cover all of the Administrative Agent or Kraft Foods Group rights and obligations of the assigning Lender under this Agreement; (v) no Lender shall be required for an obligated to make any such assignment to another Lender or an affiliate as a result of a demand by Kraft pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrowers to which it has outstanding Advances or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement; and (vvi) the parties to each such assignment shall execute and deliver to the Chase, as Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided3,500, provided that, if such assignment is made pursuant to as a result of a demand by Kraft under this Section 9.07(h9.07(a), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.159.04) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.12.

Assignment of Lender Obligations. Each Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment Commitments of any Class and the Pro Rata Advances, Competitive Bid Advances or Term Loans owing to it), subject to the following: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of an assignment made pursuant to Section 9.07(h), any Competitive Bid Advances owing to such Lender or any Competitive Bid Notes held by it), provided that this clause (i) shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Advances; (ii) the amount of the Commitment or Advances of any Class of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of LendersLenders or an assignment of the entire remaining amount, be less than $US$10,000,000, subject in each case to reduction at the sole discretion of Kraft Foods Groupthe Parent Borrower, and shall be an integral multiple of $US$1,000,000; (iii) each such assignment shall be to an Eligible Assignee; provided that if such Eligible Assignee is an Affiliated Lender, (A) such assignment may only be an assignment of Term Loans (and not of Revolving Commitments, Pro Rata Advances or Competitive Bid Advances) and (B) after giving effect thereto, the Affiliated Lender Limitation shall be satisfied; (iv) each such assignment shall require the prior written consent of (x) the Administrative Agent, (y) in the case of any assignment of all or a portion of a Revolving Commitment or any Lender’s obligations in respect of its Letter of Credit Exposure, each Issuing Bank, and (yz) unless an Event of Default under Sections Section 6.01(a) or (e6.01(e) has occurred and is continuing, Kraft Foods Group the Parent Borrower (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group the Parent Borrower shall be deemed to be given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group the Parent Borrower within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods Groupthe Parent Borrower); provided, that no consent of the Administrative Agent or Kraft Foods Group the Parent Borrower shall be required for (1) in the case of any assignment of all or a portion of a Revolving Commitment or any Lender’s Pro Rata Advances or obligations in respect of its Letter of Credit Exposure, an assignment to another Revolving Lender or an affiliate of a Revolving Lender or (2) in the case of any assignment of all or a portion of a Term Commitment or any Term Loan, an assignment to another Lender or an affiliate of a Lender; and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $US$3,500 (unless such assignment is made to an affiliate of the transferring Lender) ), provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group the Parent Borrower shall pay or cause to be paid such $US$3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.05, 2.12 and 2.15) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.12.

Assignment of Lender Obligations. Each Lender may and, if demanded by Altria upon at least five Business Days’ notice to such Lender and JPMorgan Chase, as Administrative Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Pro Rata Advances owing to it), subject to the following: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of an assignment made as a result of a demand by Altria pursuant to this Section 9.07(h9.07(a), any Competitive Bid Advances owing to such Lender or any Competitive Bid Notes held by it); (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, event be less than $10,000,000, 10,000,000 (subject in each case to reduction at the sole discretion of Kraft Foods Group, Altria) and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment made as a result of a demand by Altria pursuant to this Section 9.07(a) shall require the prior written consent of (x) the be arranged by Altria after consultation with JPMorgan Chase, as Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by either an assignment of all of the rights and obligations of the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice under this Agreement or an assignment of a portion of such proposed rights and obligations made concurrently with another such assignment has been delivered to Kraft Foods Group); provided, that no consent or other such assignments which together cover all of the Administrative Agent or Kraft Foods Group rights and obligations of the assigning Lender under this Agreement; (v) no Lender shall be required for an obligated to make any such assignment to another Lender or an affiliate as a result of a demand by Altria pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrowers to which it has outstanding Advances or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement; and (vvi) the parties to each such assignment shall execute and deliver to the JPMorgan Chase, as Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided3,500, provided that, if such assignment is made pursuant to as a result of a demand by Altria under this Section 9.07(h9.07(a), Kraft Foods Group Altria shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.159.04) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.12.

Assignment of Lender Obligations. Each Lender may and, if demanded by Kraft upon at least five Business Days' notice to such Lender and JPMorgan Chase, as Administrative Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Pro Rata Advances owing to it), subject to the following: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of an assignment made as a result of a demand by Kraft pursuant to this Section 9.07(h9.07(a), any Competitive Bid Advances owing to such Lender or any Competitive Bid Notes held by it); (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, event be less than $10,000,000, 10,000,000 (subject in each case to reduction at the sole discretion of Kraft Foods Group, Kraft) and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment made as a result of a demand by Kraft pursuant to this Section 9.07(a) shall require the prior written consent of (x) the be arranged by Kraft after consultation with JPMorgan Chase, as Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by either an assignment of all of the rights and obligations of the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice under this Agreement or an assignment of a portion of such proposed rights and obligations made concurrently with another such assignment has been delivered to Kraft Foods Group); provided, that no consent or other such assignments which together cover all of the Administrative Agent or Kraft Foods Group rights and obligations of the assigning Lender under this Agreement; (v) no Lender shall be required for an obligated to make any such assignment to another Lender or an affiliate as a result of a demand by Kraft pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrowers to which it has outstanding Advances or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement; and (vvi) the parties to each such assignment shall execute and deliver to the JPMorgan Chase, as Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided3,500, provided that, if such assignment is made pursuant to as a result of a demand by Kraft under this Section 9.07(h9.07(a), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.159.04) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.12.

Assignment of Lender Obligations. Each Lender may assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Pro Rata Advances owing to it), subject to the following: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of an assignment made pursuant to Section 9.07(h), any Competitive Bid Advances owing to such Lender or any Competitive Bid Notes held by it)Agreement; (ii) the amount of the Commitment or Advances of the assigning Lender Xxxxxx being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event, other than with respect to assignments to other Lenders or Affiliates of Lenders, or affiliates an assignment of Lendersthe entire Commitment of such Lender or the entire amount of the Advances owing to such Lender, be less than $10,000,000, subject in each case to reduction at the sole discretion of Kraft Foods GroupMondelez International, and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment shall require the prior written consent of (x) the Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e6.01(e) has occurred and is continuing, Kraft Foods Group Mondelez International (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group Xxxxxxxx International shall be deemed to be given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group Mondelez International within ten (10) 20 Business Days after written notice of such proposed assignment has been delivered to Kraft Foods GroupMondelez International); provided, provided that no consent of the Administrative Agent or Kraft Foods Group Mondelez International shall be required for an assignment to another Lender or an affiliate Affiliate of a Lender; and; (viv) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording in the Register, an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate Affiliate of the transferring assigning Lender) provided, ); provided that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group Mondelez International shall pay or cause to be paid such $3,500 fee; and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable law, including Federal, State and foreign securities laws. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceAssumption, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section Sections 7.04(b) and 9.12.

Assignment of Lender Obligations. Each Lender may assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Pro Rata Advances or Competitive Bid Advances owing to it), subject to the following: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement; provided that this clause (i) shall not be construed to prohibit the assignment of a constant, and not a varying, percentage of (A) all rights and obligations under this Agreement (other than, except in the case respect of an assignment made pursuant to Section 9.07(h), any Competitive Bid Advances owing to such Lender Advance without an assignment of any other Advance or Commitment and (B) all rights and obligations under this Agreement in respect of any Pro Rata Advance or Commitment without an assignment of any Competitive Bid Notes held by it)Advance; (ii) the amount of the Commitment or Advances of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event, other than with respect to assignments to other Lenders, Lenders or affiliates of Lenders, or an assignment of the entire Commitment of such Lender or the entire amount of Pro Rata Advances or any Competitive Bid Advance owing to such Lender, be less than $10,000,000, subject in each case to reduction at the sole discretion of Kraft Foods Group, and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment shall require the prior written consent of (x) the Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e6.01(e) has occurred and is continuing, Kraft Foods Group Mondelēz International (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group Mondelēz International shall be deemed to be given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group Mondelēz International within ten (10) 20 Business Days after written notice of such proposed assignment has been delivered to Kraft Foods GroupMondelēz International); provided, that no consent of the Administrative Agent or Kraft Foods Group Mondelēz International shall be required for an assignment to another Lender or an affiliate of a Lender; and; (viv) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording in the Register, an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, that if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group Mondelēz International shall pay or cause to be paid such $3,500 fee; and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable law, including Federal, State and foreign securities laws. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceAssumption, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.05, 2.12 and 2.15) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.12.

Assignment of Lender Obligations. Each From time to time each Lender may may, with the prior written consent of TBC (so long as no Event of Default has occurred and is continuing) and subject to the qualifications set forth below, assign to one or more Persons Lenders or an Eligible Assignee all or a any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Pro Rata Committed Advances owing to it and the Committed Note, if any, held by it) and will, at any time, if arranged by the Company pursuant to clause (i)(A) below upon at least 30 days’ notice to such Lender and the Agent, assign to one or more Eligible Assignees all of its rights and obligations under this Agreement (including without limitation, all of its Commitment, the Committed Advances owing to it and the Committed Note, if any, held by it), ; subject to the following: (i) each If such Lender notifies TBC and the Agent of its intent to request the consent of TBC to an assignment, TBC shall have the right, for 30 days after receipt of such notice and so long as no Event of Default has occurred and is continuing, in its sole discretion either (A) to arrange for one or more Eligible Assignees to accept such assignment shall be of (a constant, and not a varying, percentage of all “Required Assignment”) or (B) to arrange for the rights and obligations under this Agreement of such Lender (other thanincluding, except in the case of an assignment made pursuant to Section 9.07(hwithout limitation, such Lender’s Commitment), any Competitive Bid and the total Commitments, to be reduced by an amount equal to the amount of such Lender’s Commitment proposed to be assigned and, in connection with such reduction, to prepay that portion of the Committed Advances owing to such Lender or any Competitive Bid Notes held by it)which it proposes to assign; (ii) If TBC fails to notify such Lender within 30 days of TBC’s receipt of such Lender’s request for consent to assignment, the Borrowers shall be deemed to consent to the proposed assignment; (iii) Any such assignment shall not require any Borrower to file a registration statement with the Securities and Exchange Commission or apply to qualify the interests in the Committed Advances under the blue sky laws of any state and the assigning Lender shall otherwise comply with all federal and state securities laws applicable to such assignment; (iv) Unless TBC consents, the amount of the Commitment of the assigning Lender being assigned pursuant to each any such assignment (determined as of the date of the Assignment assignment) shall either (A) equal 50% of all such rights and Acceptance with respect obligations (or 100% in the case of a Required Assignment) or (B) not be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof; (v) Unless either (x) TBC consents or (y) an Event of Default has occurred and is continuing, the aggregate amount of the Commitment assigned pursuant to all such assignments of such Lender (after giving effect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, be less than $10,000,000, subject event exceed 50% (except in each the case to reduction at the sole discretion of Kraft Foods Group, and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment shall require the prior written consent of (x) the Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods Group); provided, that no consent of the Administrative Agent or Kraft Foods Group shall be required for an assignment to another Lender or an affiliate of a Required Assignment) of all such Lender; and ’s Commitment (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording as set forth in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (andSchedule I, in the case of each Lender that is a party hereto as of November 14, 2008, or as set forth in the Register as the aggregate Commitment assigned to such Lender pursuant to one or more assignments, in the case of any assignee); and (vi) No Lender shall be obligated to make a Required Assignment unless such Lender has received payments in an Assignment aggregate amount at least equal to the outstanding principal amount of all Committed Advances being assigned, together with accrued interest thereon to the date of payment of such principal amount and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations other amounts payable to such Lender under this AgreementAgreement (including without limitation Section 2.12(c), provided that such Lender shall cease to be a party heretoreceive its pro rata share of the Commitment Fee on the next date on which the Commitment Fee is payable), other than Section 9.12.

Assignment of Lender Obligations. Each From time to time each Lender may may, with the prior written consent of TBC (so long as no Event of Default has occurred and is continuing) and subject to the qualifications set forth below, assign to one or more Persons Lenders or an Eligible Assignee all or a any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Pro Rata Committed Advances owing to it and the Committed Note, if any, held by it) and will, at any time, if arranged by the Company pursuant to clause (i)(A) below upon at least 30 days’ notice to such Lender and the Agent, assign to one or more Eligible Assignees all of its rights and obligations under this Agreement (including without limitation, all of its Commitment, the Committed Advances owing to it and the Committed Note, if any, held by it), ; subject to the following: (i) each If such Lender notifies TBC and the Agent of its intent to request the consent of TBC to an assignment, TBC shall have the right, for 30 days after receipt of such notice and so long as no Event of Default has occurred and is continuing, in its sole discretion either (A) to arrange for one or more Eligible Assignees to accept such assignment shall be of (a constant, and not a varying, percentage of all “Required Assignment”) or (B) to arrange for the rights and obligations under this Agreement of such Lender (other thanincluding, except in the case of an assignment made pursuant to Section 9.07(hwithout limitation, such Lender’s Commitment), any Competitive Bid and the total Commitments, to be reduced by an amount equal to the amount of such Lender’s Commitment proposed to be assigned and, in connection with such reduction, to prepay that portion of the Committed Advances owing to such Lender or any Competitive Bid Notes held by it)which it proposes to assign; (ii) If TBC fails to notify such Lender within 30 days of TBC’s receipt of such Lender’s request for consent to assignment, the Borrowers shall be deemed to consent to the proposed assignment; (iii) Any such assignment shall not require any Borrower to file a registration statement with the Securities and Exchange Commission or apply to qualify the interests in the Committed Advances under the blue sky laws of any state and the assigning Lender shall otherwise comply with all federal and state securities laws applicable to such assignment; (iv) Unless TBC consents, the amount of the Commitment of the assigning Lender being assigned pursuant to each any such assignment (determined as of the date of the Assignment assignment) shall either (A) equal 50% of all such rights and Acceptance with respect obligations (or 100% in the case of a Required Assignment) or (B) not be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof; (v) Unless either (x) TBC consents or (y) an Event of Default has occurred and is continuing, the aggregate amount of the Commitment assigned pursuant to all such assignments of such Lender (after giving effect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, be less than $10,000,000, subject event exceed 50% (except in each the case to reduction at the sole discretion of Kraft Foods Group, and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment shall require the prior written consent of (x) the Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods Group); provided, that no consent of the Administrative Agent or Kraft Foods Group shall be required for an assignment to another Lender or an affiliate of a Required Assignment) of all such Lender; and ’s Commitment (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording as set forth in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (andSchedule I, in the case of each Lender that is a party hereto as of November 12, 2010, or as set forth in the Register as the aggregate Commitment assigned to such Lender pursuant to one or more assignments, in the case of any assignee); and (vi) No Lender shall be obligated to make a Required Assignment unless such Lender has received payments in an Assignment aggregate amount at least equal to the outstanding principal amount of all Committed Advances being assigned, together with accrued interest thereon to the date of payment of such principal amount and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations other amounts payable to such Lender under this AgreementAgreement (including without limitation Section 2.12(c), provided that such Lender shall cease to be a party heretoreceive its pro rata share of the Commitment Fee on the next date on which the Commitment Fee is payable), other than Section 9.12.

Assignment of Lender Obligations. Each From time to time each Lender may may, with the prior written consent of TBC and subject to the qualifications set forth below, assign to one or more Persons Lenders or an Eligible Assignee all or a any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Pro Rata Committed Advances owing to it and the Committed Note, if any, held by it) and will, at any time, if arranged by the Company pursuant to clause (i)(A) below upon at least 30 days' notice to such Lender and the Agent, assign to one or more Eligible Assignees all of its rights and obligations under this Agreement (including without limitation, all of its Commitment, the Committed Advances owing to it and the Committed Note, if any, held by it), ; subject to the following: (i) each If such Lender notifies TBC and the Agent of its intent to request the consent of TBC to an assignment, TBC shall have the right, for 30 days after receipt of such notice and so long as no Event of Default has occurred and is continuing, in its sole discretion either (A) to arrange for one or more Eligible Assignees to accept such assignment shall be of (a constant, and not a varying, percentage of all "Required Assignment") or (B) to arrange for the rights and obligations under this Agreement of such Lender (other thanincluding, except in the case of an assignment made pursuant to Section 9.07(hwithout limitation, such Lender's Commitment), any Competitive Bid and the total Commitments, to be reduced by an amount equal to the amount of such Lender's Commitment proposed to be assigned and, in connection with such reduction, to prepay that portion of the Committed Advances owing to such Lender or any Competitive Bid Notes held by it)which it proposes to assign; (ii) If TBC fails to notify such Lender within 30 days of TBC's receipt of such Lender's request for consent to assignment that TBC has arranged for an assumption or reduction of the portion of Commitment to be assigned, the Borrowers shall be deemed to consent to the proposed assignment; (iii) Any such assignment shall not require any Borrower to file a registration statement with the Securities and Exchange Commission or apply to qualify the interests in the Committed Advances under the blue sky laws of any state and the assigning Lender shall otherwise comply with all federal and state securities laws applicable to such assignment; (iv) The amount of the Commitment of the assigning Lender being assigned pursuant to each any such assignment (determined as of the date of the Assignment assignment) shall either (A) equal 50% of all such rights and Acceptance with respect obligations (or 100% in the case of a Required Assignment) or (B) not be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof; (v) The aggregate amount of the Commitment assigned pursuant to all such assignments of such Lender (after giving effect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, be less than $10,000,000, subject event exceed 50% (except in each the case to reduction at the sole discretion of Kraft Foods Group, and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment shall require the prior written consent of (x) the Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods Group); provided, that no consent of the Administrative Agent or Kraft Foods Group shall be required for an assignment to another Lender or an affiliate of a Required Assignment) of all such Lender; and 's Commitment (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording as set forth in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (andSchedule I, in the case of each Lender that is a party hereto as of September 27, 2000, or as set forth in the Register as the aggregate Commitment assigned to such Lender pursuant to one or more assignments, in the case of any assignee); and (vi) No Lender shall be obligated to make a Required Assignment unless such Lender has received payments in an Assignment aggregate amount at least equal to the outstanding principal amount of all Committed Advances being assigned, together with accrued interest thereon to the date of payment of such principal amount and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations other amounts payable to such Lender under this AgreementAgreement (including without limitation Section 2.12(b), provided that such Lender shall cease to be a party heretoreceive its pro rata share of the Facility Fee on the next date on which the Facility Fee is payable), other than Section 9.12.

Assignment of Lender Obligations. Each Lender may and, if demanded by Altria upon at least five Business Days’ notice (or, in the case of a Defaulting Lender, at least three Business Days’ notice) to such Lender and JPMCB, as Administrative Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Pro Rata Advances owing to it), subject to the following: : (i) each i)each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of an assignment made as a result of a demand by Altria pursuant to this Section 9.07(h9.07(a), any Competitive Bid Advances owing to such Lender or any Competitive Bid Notes held by it); ; (ii) the ii)the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, event be less than $10,000,000, 10,000,000 (subject in each case to reduction at the sole discretion of Kraft Foods Group, Altria) and shall be an integral multiple of $1,000,000; ; (iii) each iii)each such assignment shall be to an Eligible Assignee; ; (iv) each iv)each such assignment made as a result of a demand by Altria pursuant to this Section 9.07(a) shall require the prior written consent of (x) the be arranged by Altria after consultation with JPMCB, as Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods Group); provided, that no consent of the Administrative Agent or Kraft Foods Group shall be required for either an assignment to another Lender or an affiliate of a Lender; and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee all of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that under this Agreement or an assignment of a portion of such rights and obligations hereunder have been assigned by it pursuant to made concurrently with another such Assignment and Acceptance, relinquish its rights (assignment or other than those provided under Section 9.04 and, with respect to such assignments which together cover all of the period during which it is a Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations of the assigning Lender under this Agreement, ; (v)no Lender shall be obligated to make any such assignment as a result of a demand by Altria pursuant to this Section 9.07(a) unless and until such Lender shall cease have received one or more payments from either the Borrowers to be a party hereto)which it has outstanding Advances or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other than Section 9.12.amounts payable to such Lender under this Agreement; and 49

Assignment of Lender Obligations. Each From time to time each Lender may may, with the prior written consent of TBC (so long as no Event of Default has occurred and is continuing) and subject to the qualifications set forth below, assign to one or more Persons Lenders or an Eligible Assignee all or a any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Pro Rata Committed Advances owing to it and the Committed Note, if any, held by it) and will, at any time, if arranged by the Company pursuant to clause (i)(A) below upon at least 30 days’ notice to such Lender and the Agent, assign to one or more Eligible Assignees all of its rights and obligations under this Agreement (including without limitation, all of its Commitment, the Committed Advances owing to it and the Committed Note, if any, held by it), ; subject to the following: (i) each If such Lender notifies TBC and the Agent of its intent to request the consent of TBC to an assignment, TBC shall have the right, for 30 days after receipt of such notice and so long as no Event of Default has occurred and is continuing, in its sole discretion either (A) to arrange for one or more Eligible Assignees to accept such assignment shall be of (a constant, and not a varying, percentage of all “Required Assignment”) or (B) to arrange for the rights and obligations under this Agreement of such Lender (other thanincluding, except in the case of an assignment made pursuant to Section 9.07(hwithout limitation, such Lender’s Commitment), any Competitive Bid and the total Commitments, to be reduced by an amount equal to the amount of such Lender’s Commitment proposed to be assigned and, in connection with such reduction, to prepay that portion of the Committed Advances owing to such Lender or any Competitive Bid Notes held by it)which it proposes to assign; (ii) If TBC fails to notify such Lender within 30 days of TBC’s receipt of such Lender’s request for consent to assignment, the Borrowers shall be deemed to consent to the proposed assignment; (iii) Any such assignment shall not require any Borrower to file a registration statement with the Securities and Exchange Commission or apply to qualify the interests in the Committed Advances under the blue sky laws of any state and the assigning Lender shall otherwise comply with all federal and state securities laws applicable to such assignment; (iv) Unless TBC consents, the amount of the Commitment of the assigning Lender being assigned pursuant to each any such assignment (determined as of the date of the Assignment assignment) shall either (A) equal 50% of all such rights and Acceptance with respect obligations (or 100% in the case of a Required Assignment) or (B) not be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof; (v) Unless either (x) TBC consents or (y) an Event of Default has occurred and is continuing, the aggregate amount of the Commitment assigned pursuant to all such assignments of such Lender (after giving effect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, be less than $10,000,000, subject event exceed 50% (except in each the case to reduction at the sole discretion of Kraft Foods Group, and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment shall require the prior written consent of (x) the Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods Group); provided, that no consent of the Administrative Agent or Kraft Foods Group shall be required for an assignment to another Lender or an affiliate of a Required Assignment) of all such Lender; and ’s Commitment (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording as set forth in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (andSchedule I, in the case of each Lender that is a party hereto as of November 13, 2009, or as set forth in the Register as the aggregate Commitment assigned to such Lender pursuant to one or more assignments, in the case of any assignee); and (vi) No Lender shall be obligated to make a Required Assignment unless such Lender has received payments in an Assignment aggregate amount at least equal to the outstanding principal amount of all Committed Advances being assigned, together with accrued interest thereon to the date of payment of such principal amount and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations other amounts payable to such Lender under this AgreementAgreement (including without limitation Section 2.12(c), provided that such Lender shall cease to be a party heretoreceive its pro rata share of the Commitment Fee on the next date on which the Commitment Fee is payable), other than Section 9.12.

Assignment of Lender Obligations. Each From time to time each Lender may may, with the prior written consent of TBC (so long as no Event of Default has occurred and is continuing) and subject to the qualifications set forth below, assign to one or more Persons Lenders or an Eligible Assignee all or a any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Pro Rata Committed Advances owing to it, its participations in Letters of Credit and the Committed Note, if any, held by it) and will, at any time, if arranged by the Company pursuant to clause (i)(A) below upon at least 30 days’ notice to such Lender and the Agent, assign to one or more Eligible Assignees all of its rights and obligations under this Agreement (including without limitation, all of its Commitment, the Committed Advances owing to it, its participations in Letters of Credit and the Committed Note, if any, held by it), ; subject to the following: (i) each If such Lender notifies TBC and the Agent of its intent to request the consent of TBC to an assignment, TBC shall have the right, for 30 days after receipt of such notice and so long as no Event of Default has occurred and is continuing, in its sole discretion either (A) to arrange for one or more Eligible Assignees to accept such assignment shall be of (a constant, and not a varying, percentage of all “Required Assignment”) or (B) to arrange for the rights and obligations under this Agreement of such Lender (other thanincluding, except in the case of an assignment made pursuant to Section 9.07(hwithout limitation, such Lender’s Commitment), any Competitive Bid and the total Commitments, to be reduced by an amount equal to the amount of such Lender’s Commitment proposed to be assigned and, in connection with such reduction, to prepay that portion of the Committed Advances owing to such Lender or any Competitive Bid Notes held by it);which it proposes to assign; Five-Year Credit Agreement 32 (ii) If TBC fails to notify such Lender within 30 days of TBC’s receipt of such Lender’s request for consent to assignment, the Borrowers shall be deemed to consent to the proposed assignment; (iii) Any such assignment shall not require any Borrower to file a registration statement with the Securities and Exchange Commission or apply to qualify the interests in the Committed Advances under the blue sky laws of any state and the assigning Lender shall otherwise comply with all federal and state securities laws applicable to such assignment; (iv) Unless TBC consents, the amount of the Commitment of the assigning Lender being assigned pursuant to each any such assignment (determined as of the date of the Assignment assignment) shall either (A) equal 50% of all such rights and Acceptance with respect obligations (or 100% in the case of a Required Assignment) or (B) not be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof; (v) Unless either (x) TBC consents or (y) an Event of Default has occurred and is continuing, the aggregate amount of the Commitment assigned pursuant to all such assignments of such Lender (after giving effect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, be less than $10,000,000, subject event exceed 50% (except in each the case to reduction at the sole discretion of Kraft Foods Group, and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment shall require the prior written consent of (x) the Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods Group); provided, that no consent of the Administrative Agent or Kraft Foods Group shall be required for an assignment to another Lender or an affiliate of a Required Assignment) of all such Lender; and ’s Commitment (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording as set forth in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (andSchedule I, in the case of each Lender that is a party hereto as of November 17, 2006, or as set forth in the Register as the aggregate Commitment assigned to such Lender pursuant to one or more assignments, in the case of any assignee); and (vi) No Lender shall be obligated to make a Required Assignment unless such Lender has received payments in an Assignment aggregate amount at least equal to the outstanding principal amount of all Committed Advances being assigned, together with accrued interest thereon to the date of payment of such principal amount and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations other amounts payable to such Lender under this AgreementAgreement (including without limitation Section 2.13(c), provided that such Lender shall cease to be a party heretoreceive its pro rata share of the Facility Fee on the next date on which the Facility Fee is payable), other than Section 9.12.

Assignment of Lender Obligations. Each From time to time each Lender may may, with the prior written consent of TBC (so long as no Event of Default has occurred and is continuing) and subject to the qualifications set forth below, assign to one or more Persons Lenders or an Eligible Assignee all or a any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Pro Rata Committed Advances owing to it and the Committed Note, if any, held by it) and will, at any time, if arranged by the Company pursuant to clause (i)(A) below upon at least 30 days’ notice to such Lender and the Agent, assign to one or more Eligible Assignees all of its rights and obligations under this Agreement (including without limitation, all of its Commitment, the Committed Advances owing to it and the Committed Note, if any, held by it), ; subject to the following: (i) each If such Lender notifies TBC and the Agent of its intent to request the consent of TBC to an assignment, or if any Lender is a Defaulting Lender, TBC shall have the right, for 30 days after receipt of such notice or notice from the Agent that such Lender is a Defaulting Lender, as the case may be, and so long as no Event of Default has occurred and is continuing, in its sole discretion either (A) to arrange for one or more Eligible Assignees to accept such assignment shall be of a constantor, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of a Defaulting Lender, an assignment made pursuant of all of such Lender’s Committed Advances and Commitment (a “Required Assignment”) or (B) other than in the case of a Defaulting Lender, to Section 9.07(harrange for the rights and obligations of such Lender (including, without limitation, such Lender’s Commitment), any Competitive Bid and the total Commitments, to be reduced by an amount equal to the amount of such Lender’s Commitment proposed to be assigned and, in connection with such reduction, to prepay that portion of the Committed Advances owing to such Lender or any Competitive Bid Notes held by it)which it proposes to assign; (ii) If TBC fails to notify such Lender within 30 days of TBC’s receipt of such Lender’s request for consent to assignment, the Borrowers shall be deemed to consent to the proposed assignment; (iii) Any such assignment shall not require any Borrower to file a registration statement with the Securities and Exchange Commission or apply to qualify the interests in the Committed Advances under the blue sky laws of any state and the assigning Lender shall otherwise comply with all federal and state securities laws applicable to such assignment; (iv) Unless TBC consents, the amount of the Commitment of the assigning Lender being assigned pursuant to each any such assignment (determined as of the date of the Assignment assignment) shall either (A) equal 50% of all such rights and Acceptance with respect obligations (or 100% in the case of a Required Assignment) or (B) not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof; (v) Unless either (x) TBC consents or (y) an Event of Default has occurred and is continuing, the aggregate amount of the Commitment assigned pursuant to all such assignments of such Lender (after giving effect to such assignment) shall in no eventevent exceed 50% (except in the case of a Required Assignment) of all such Lender’s Commitment (as set forth in Schedule I, other than with respect to assignments to other Lendersin the case of each Lender that is a party hereto as of November 1, 2017, or affiliates as set forth in the Register as the aggregate Commitment assigned to such Lender pursuant to one or more assignments, in the case of Lenders, be less than $10,000,000, subject in each case to reduction at the sole discretion of Kraft Foods Group, and shall be an integral multiple of $1,000,000any assignee); (iiivi) each No Lender shall be obligated to make a Required Assignment unless such Lender has received payments in an aggregate amount at least equal to the outstanding principal amount of all Committed Advances being assigned, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement (including without limitation Section 2.12(c), provided that such Lender shall receive its pro rata share of the Facility Fee on the next date on which the Facility Fee is payable); and (vii) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to an Eligible Assignee; (iv) each such the other conditions thereto set forth herein, the parties to the assignment shall require make such additional payments to the prior written Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations, or other compensating actions, including funding, with the consent of TBC, the applicable pro rata share of Committed Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative AgentAgent and each other Lender hereunder (and interest accrued thereon), and (y) unless an Event acquire (and fund as appropriate) its full pro rata share of Default under Sections 6.01(a) or (e) has occurred and is continuingall Committed Advances with its ratable portion. Notwithstanding the foregoing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods Group); provided, that no consent of the Administrative Agent or Kraft Foods Group shall be required for an assignment to another Lender or an affiliate of a Lender; and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee event that any assignment of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs and (y) the assigning Lender thereunder shall, except to the extent otherwise expressly agreed by the affected parties and subject to Section 8.16, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be having been a party hereto), other than Section 9.12Defaulting Lender.

Assignment of Lender Obligations. Each From time to time each Lender may may, with the prior written consent of TBC (so long as no Event of Default has occurred and is continuing) and subject to the qualifications set forth below, assign to one or more Persons Lenders or an Eligible Assignee all or a any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Pro Rata Advances owing to it and the Note, if any, held by it) and will, at any time, if arranged by the Company pursuant to clause (i)(A) below upon at least 30 days’ notice to such Lender and the Agent, assign to one or more Eligible Assignees all of its rights and obligations under this Agreement (including without limitation, all of its Commitment, the Advances owing to it and the Note, if any, held by it), ; subject to the following: (i) each If such Lender notifies TBC and the Agent of its intent to request the consent of TBC to an assignment, or if any Lender is a Defaulting Lender, TBC shall have the right, for 30 days after receipt of such notice or notice from the Agent that such Lender is a Defaulting Lender, as the case may be, and so long as no Event of Default has occurred and is continuing, in its sole discretion either (A) to arrange for one or more Eligible Assignees to accept such assignment shall be of a constantor, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of a Defaulting Lender, an assignment made pursuant of all of such Lender’s Advances and Commitment (a “Required Assignment”) or (B) other than in the case of a Defaulting Lender, to Section 9.07(harrange for the rights and obligations of such Lender (including, without limitation, such Lender’s Commitment), any Competitive Bid and the total Commitments, to be reduced by an amount equal to the amount of such Lender’s Commitment proposed to be assigned and, in connection with such reduction, to prepay that portion of the Advances owing to such Lender or any Competitive Bid Notes held by it)which it proposes to assign; (ii) If TBC fails to notify such Lender within 30 days of TBC’s receipt of such Lender’s request for consent to assignment, the Borrowers shall be deemed to consent to the proposed assignment; (iii) Any such assignment shall not require any Borrower to file a registration statement with the Securities and Exchange Commission or apply to qualify the interests in the Advances under the blue sky laws of any state and the assigning Lender shall otherwise comply with all federal and state securities laws applicable to such assignment (iv) Unless TBC consents, the amount of the Commitment of the assigning Lender being assigned pursuant to each any such assignment (determined as of the date of the Assignment assignment) shall either (A) equal 50% of all such rights and Acceptance with respect obligations (or 100% in the case of a Required Assignment) or (B) not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof; (v) Unless either (x) TBC consents or (y) an Event of Default has occurred and is continuing, the aggregate amount of the Commitment assigned pursuant to all such assignments of such Lender (after giving effect to such assignment) shall in no eventevent exceed 50% (except in the case of a Required Assignment) of all such Lender’s Commitment (as set forth in Schedule I, other than with respect to assignments to other Lendersin the case of each Lender that is a party hereto as of October 26, 2020, or affiliates as set forth in the Register as the aggregate Commitment assigned to such Lender pursuant to one or more assignments, in the case of Lenders, be less than $10,000,000, subject in each case to reduction at the sole discretion of Kraft Foods Group, and shall be an integral multiple of $1,000,000any assignee); (iiivi) each No Lender shall be obligated to make a Required Assignment unless such Lender has received payments in an aggregate amount at least equal to the outstanding principal amount of all Advances being assigned, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement (including without limitation Section 2.12(c), provided that such Lender shall receive its pro rata share of the Facility Fee on the next date on which the Facility Fee is payable); and (vii) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to an Eligible Assignee; (iv) each such the other conditions thereto set forth herein, the parties to the assignment shall require make such additional payments to the prior written Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations, or other compensating actions, including funding, with the consent of TBC, the applicable pro rata share of Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative AgentAgent and each other Lender hereunder (and interest accrued thereon), and (y) unless an Event acquire (and fund as appropriate) its full pro rata share of Default under Sections 6.01(a) or (e) has occurred and is continuingall Advances with its ratable portion. Notwithstanding the foregoing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods Group); provided, that no consent of the Administrative Agent or Kraft Foods Group shall be required for an assignment to another Lender or an affiliate of a Lender; and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee event that any assignment of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs and (y) the assigning Lender thereunder shall, except to the extent otherwise expressly agreed by the affected parties and subject to Section 8.16, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be having been a party hereto), other than Section 9.12Defaulting Lender.

Assignment of Lender Obligations. Each Lender may and, if demanded by Altria upon at least five Business Days’ notice to such Lender and Xxxxxxx Sachs, as Administrative Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Pro Rata Advances owing to it), subject to the following: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of an assignment made pursuant to Section 9.07(h), any Competitive Bid Advances owing to such Lender or any Competitive Bid Notes held by it)Agreement; (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, event be less than $10,000,000, 10,000,000 (subject in each case to reduction at the sole discretion of Kraft Foods Group, Altria) and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment made as a result of a demand by Altria pursuant to this Section 8.07(a) shall require the prior written consent of (x) the be arranged by Altria after consultation with Xxxxxxx Xxxxx, as Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by either an assignment of all of the rights and obligations of the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice under this Agreement or an assignment of a portion of such proposed rights and obligations made concurrently with another such assignment has been delivered to Kraft Foods Group); provided, that no consent or other such assignments which together cover all of the Administrative Agent or Kraft Foods Group rights and obligations of the assigning Lender under this Agreement; (v) no Lender shall be required for an obligated to make any such assignment to another Lender or an affiliate as a result of a demand by Altria pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either Altria or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement; and (vvi) the parties to each such assignment shall execute and deliver to the Xxxxxxx Sachs, as Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided3,500, provided that, if such assignment is made pursuant to as a result of a demand by Altria under this Section 9.07(h8.07(a), Kraft Foods Group Altria shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.158.04) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.128.12.

Assignment of Lender Obligations. Each Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Pro Rata Advances owing to it), subject to the following: (i) during the Certain Funds Period, no Lender may assign or transfer any of its rights and obligations under this Agreement other than (A) with the prior written consent of Kraft or (B) to a financial institution designated by Kraft in a letter to the Administrative Agent dated November 6, 2009; (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of an assignment made pursuant to Section 9.07(h), any Competitive Bid Advances owing to such Lender or any Competitive Bid Notes held by it)Agreement; (iiiii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, be less than $£10,000,000, subject in each case to reduction at the sole discretion of Kraft Foods GroupKraft, and shall be an integral multiple of $£1,000,000; (iiiiv) each such assignment shall be to an Eligible Assignee; (ivv) each such assignment shall require the prior written consent of (x) the Administrative Agent, Agent and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods Groupdelayed); provided, that that, except as set forth in clause (i) of this Section 9.07(a), no consent of either the Administrative Agent or Kraft Foods Group shall be required for an assignment to another Lender or an affiliate of a Lender; and (vvi) the parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 2.11 and 2.152.14) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.12.

Assignment of Lender Obligations. Each Lender may and, if demanded by Altria upon at least five Business Days’ notice to such Lender and JPMorgan Chase, as Administrative Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Pro Rata Advances owing to it), subject to the following: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of an assignment made as a result of a demand by Altria pursuant to this Section 9.07(h9.07(a), any Competitive Bid Advances owing to such Lender or any Competitive Bid Notes held by it); (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, event be less than $10,000,000, 10,000,000 (subject in each case to reduction at the sole discretion of Kraft Foods Group, Altria) and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment made as a result of a demand by Altria pursuant to this Section 9.07(a) shall require the prior written consent of (x) the be arranged by Altria after consultation with JPMorgan Chase, as Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by either an assignment of all of the rights and obligations of the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice under this Agreement or an assignment of a portion of such proposed rights and obligations made concurrently with another such assignment has been delivered to Kraft Foods Group); provided, that no consent or other such assignments which together cover all of the Administrative Agent or Kraft Foods Group rights and obligations of the assigning Lender under this Agreement; (v) no Lender shall be required for an obligated to make any such assignment to another Lender or an affiliate as a result of a demand by Altria pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrowers to which it has outstanding Advances or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement; and (vvi) the parties to each such assignment shall execute and deliver to the JPMorgan Chase, as Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided3,500, provided that, if such assignment is made pursuant to as a result of a demand by Altria under this Section 9.07(h9.07(a), Kraft Foods Group Altria shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.159.04) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.12.

Assignment of Lender Obligations. Each From time to time each Lender may may, with the prior written consent of TBC (so long as no Event of Default has occurred and is continuing) and subject to the qualifications set forth below, assign to one or more Persons Lenders or an Eligible Assignee all or a any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Pro Rata Committed Advances owing to it and the Committed Note, if any, held by it) and will, at any time, if arranged by the Company pursuant to clause (i)(A) below upon at least 30 days’ notice to such Lender and the Agent, assign to one or more Eligible Assignees all of its rights and obligations under this Agreement (including without limitation, all of its Commitment, the Committed Advances owing to it and the Committed Note, if any, held by it), ; subject to the following: (i) each If such Lender notifies TBC and the Agent of its intent to request the consent of TBC to an assignment, or if any Lender is a Defaulting Lender, TBC shall have the right, for 30 days after receipt of such notice or notice from the Agent that such Lender is a Defaulting Lender, as the case may be, and so long as no Event of Default has occurred and is continuing, in its sole discretion either (A) to arrange for one or more Eligible Assignees to accept such assignment shall be of a constantor, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of a Defaulting Lender, an assignment made pursuant of all of such Lender’s Committed Advances and Commitment (a “Required Assignment”) or (B) other than in the case of a Defaulting Lender, to Section 9.07(harrange for the rights and obligations of such Lender (including, without limitation, such Lender’s Commitment), any Competitive Bid and the total Commitments, to be reduced by an amount equal to the amount of such Lender’s Commitment proposed to be assigned and, in connection with such reduction, to prepay that portion of the Committed Advances owing to such Lender or any Competitive Bid Notes held by it)which it proposes to assign; (ii) If TBC fails to notify such Lender within 30 days of TBC’s receipt of such Lender’s request for consent to assignment, the Borrowers shall be deemed to consent to the proposed assignment; (iii) Any such assignment shall not require any Borrower to file a registration statement with the Securities and Exchange Commission or apply to qualify the interests in the Committed Advances under the blue sky laws of any state and the assigning Lender shall otherwise comply with all federal and state securities laws applicable to such assignment; (iv) Unless TBC consents, the amount of the Commitment of the assigning Lender being assigned pursuant to each any such assignment (determined as of the date of the Assignment assignment) shall either (A) equal 50% of all such rights and Acceptance with respect obligations (or 100% in the case of a Required Assignment) or (B) not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof; (v) Unless either (x) TBC consents or (y) an Event of Default has occurred and is continuing, the aggregate amount of the Commitment assigned pursuant to all such assignments of such Lender (after giving effect to such assignment) shall in no eventevent exceed 50% (except in the case of a Required Assignment) of all such Lender’s Commitment (as set forth in Schedule I, other than with respect to assignments to other Lendersin the case of each Lender that is a party hereto as of November 2, 2016, or affiliates as set forth in the Register as the aggregate Commitment assigned to such Lender pursuant to one or more assignments, in the case of Lenders, be less than $10,000,000, subject in each case to reduction at the sole discretion of Kraft Foods Group, and shall be an integral multiple of $1,000,000any assignee); (iiivi) each No Lender shall be obligated to make a Required Assignment unless such Lender has received payments in an aggregate amount at least equal to the outstanding principal amount of all Committed Advances being assigned, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement (including without limitation Section 2.12(c), provided that such Lender shall receive its pro rata share of the Facility Fee on the next date on which the Facility Fee is payable); and (vii) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to an Eligible Assignee; (iv) each such the other conditions thereto set forth herein, the parties to the assignment shall require make such additional payments to the prior written Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations, or other compensating actions, including funding, with the consent of TBC, the applicable pro rata share of Committed Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative AgentAgent and each other Lender hereunder (and interest accrued thereon), and (y) unless an Event acquire (and fund as appropriate) its full pro rata share of Default under Sections 6.01(a) or (e) has occurred and is continuingall Committed Advances with its ratable portion. Notwithstanding the foregoing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods Group); provided, that no consent of the Administrative Agent or Kraft Foods Group shall be required for an assignment to another Lender or an affiliate of a Lender; and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee event that any assignment of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs and (y) the assigning Lender thereunder shall, except to the extent otherwise expressly agreed by the affected parties and subject to Section 8.16, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be having been a party hereto), other than Section 9.12Defaulting Lender.

Assignment of Lender Obligations. Each Lender may and, if demanded by PMI upon at least five Business Days’ notice to such Lender and the Facility Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment Commitments and the Pro Rata Advances owing to it), subject to the following: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under one or more Facilities under this Agreement (other thanit being understood that any assignment under a Revolving Credit Facility shall include a proportionate assignment under the related Swingline Facility, except in the case of an assignment made pursuant to Section 9.07(h), any Competitive Bid Advances owing to such Lender or any Competitive Bid Notes held by itas applicable); (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, event be less than $10,000,00010,000,000 for Revolving Credit Commitments (subject, subject in each case case, to reduction at the sole discretion of Kraft Foods Group, PMI) and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment shall require the prior written consent made as a result of (xa demand by PMI pursuant to this Section 9.7(a) the Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received arranged by PMI after consultation with the Facility Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice under this Agreement or an assignment of a portion of such proposed rights and obligations made concurrently with another such assignment has been delivered to Kraft Foods Group); provided, that no consent or other such assignments which together cover all of the Administrative Agent or Kraft Foods Group rights and obligations of the assigning Lender under this Agreement; (v) no Lender shall be required for an obligated to make any such assignment to another Lender or an affiliate as a result of a demand by PMI pursuant to this Section 9.7(a) unless and until such Lender shall have received one or more payments from either the Borrowers to which it has outstanding Advances or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement; and (vvi) the parties to each such assignment shall execute and the assigning Lender shall, not less than five Business Days prior to the effectiveness of any Assignment and Acceptance, deliver to the Administrative Facility Agent which shall give prompt notice thereof to PMI by facsimile, for its the Facility Agent’s acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, 2,000 for Revolving Credit Commitments; provided that, if such assignment is made pursuant to as a result of a demand by PMI under this Section 9.07(h9.7(a), Kraft Foods Group PMI shall pay or cause to be paid such $3,500 2,000 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.159.4) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.12.

Assignment of Lender Obligations. Each Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment Commitments of any Class and the Pro Rata Advances, Competitive Bid Advances or Term Loans owing to it), subject to the following: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of an assignment made pursuant to Section 9.07(h), any Competitive Bid Advances owing to such Lender or any Competitive Bid Notes held by it), provided that this clause (i) shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Advances; (ii) the amount of the Commitment or Advances of any Class of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of LendersLenders or an assignment of the entire remaining amount, be less than $US$10,000,000, subject in each case to reduction at the sole discretion of Kraft Foods Groupthe Parent Borrower, and shall be an integral multiple of $US$1,000,000; (iii) each such assignment shall be to an Eligible Assignee; provided that if such Eligible Assignee is an Affiliated Lender, (A) such assignment may only be an assignment of Term Loans (and not of Revolving Commitments, Pro Rata Advances or Competitive Bid Advances) and (B) after giving effect thereto, the Affiliated Lender Limitation shall be satisfied; (iv) each such assignment shall require the prior written consent of (x) the Administrative Agent, (y) in the case of any assignment of all or a portion of a Revolving Commitment or any Lender’s obligations in respect of its Letter of Credit Exposure or its Swingline Exposure, each Issuing Bank and each Swingline Lender, as applicable, and (yz) unless an Event of Default under Sections Section 6.01(a) or (e6.01(e) has occurred and is continuing, Kraft Foods Group the Parent Borrower (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group the Parent Borrower shall be deemed to be given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group the Parent Borrower within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods Groupthe Parent Borrower); provided, that no consent of the Administrative Agent or Kraft Foods Group the Parent Borrower shall be required for (1) in the case of any assignment of all or a portion of a Revolving Commitment or any Lender’s Pro Rata Advances or obligations in respect of its Letter of Credit Exposure or Swingline Exposure, an assignment to another Revolving Lender or an affiliate of a Revolving Lender or (2) in the case of any assignment of all or a portion of a Term Commitment or any Term Loan, an assignment to another Lender or an affiliate of a Lender; and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $US$3,500 (unless such assignment is made to an affiliate of the transferring Lender) ), provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group the Parent Borrower shall pay or cause to be paid such $US$3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.05, 2.12 and 2.15) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.12.

Assignment of Lender Obligations. Each Lender may and, if demanded by Kraft upon at least five Business Days' notice to such Lender and JPMorgan Chase, as Administrative Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Pro Rata Advances owing to it), subject SUBJECT to the following: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of an assignment made as a result of a demand by Kraft pursuant to this Section 9.07(h9.07(a), any Competitive Bid Advances owing to such Lender or any Competitive Bid Notes held by it); (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, event be less than $10,000,000, 10,000,000 (subject in each case to reduction at the sole discretion of Kraft Foods Group, Kraft) and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment made as a result of a demand by Kraft pursuant to this Section 9.07(a) shall require the prior written consent of (x) the be arranged by Kraft after consultation with JPMorgan Chase, as Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by either an assignment of all of the rights and obligations of the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice under this Agreement or an assignment of a portion of such proposed rights and obligations made concurrently with another such assignment has been delivered to Kraft Foods Group); provided, that no consent or other such assignments which together cover all of the Administrative Agent or Kraft Foods Group rights and obligations of the assigning Lender under this Agreement; (v) no Lender shall be required for an obligated to make any such assignment to another Lender or an affiliate as a result of a demand by Kraft pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrowers to which it has outstanding Advances or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement; and (vvi) the parties to each such assignment shall execute and deliver to the JPMorgan Chase, as Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided3,500, PROVIDED that, if such assignment is made pursuant to as a result of a demand by Kraft under this Section 9.07(h9.07(a), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.159.04) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.12.

Assignment of Lender Obligations. Each From time to time each Lender may may, with the prior written consent of TBC (so long as no Event of Default has occurred and is continuing) and subject to the qualifications set forth below, assign to one or more Persons Lenders or an Eligible Assignee all or a any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Pro Rata Advances owing to it and the Note, if any, held by it) and will, at any time, if arranged by the Company pursuant to clause (i)(A) below upon at least 30 days’ notice to such Lender and the Agent, assign to one or more Eligible Assignees all of its rights and obligations under this Agreement (including without limitation, all of its Commitment, the Advances owing to it and the Note, if any, held by it), ; subject to the following: (i) each If such Lender notifies TBC and the Agent of its intent to request the consent of TBC to an assignment, or if any Lender is a Defaulting Lender, TBC shall have the right, for 30 days after receipt of such notice or notice from the Agent that such Lender is a Defaulting Lender, as the case may be, and so long as no Event of Default has occurred and is continuing, in its sole discretion either (A) to arrange for one or more Eligible Assignees to accept such assignment shall be of a constantor, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of a Defaulting Lender, an assignment made pursuant of all of such Xxxxxx’s Advances and Commitment (a “Required Assignment”) or (B) other than in the case of a Defaulting Lender, to Section 9.07(harrange for the rights and obligations of such Lender (including, without limitation, such Xxxxxx’s Commitment), any Competitive Bid and the total Commitments, to be reduced by an amount equal to the amount of such Xxxxxx’s Commitment proposed to be assigned and, in connection with such reduction, to prepay that portion of the Advances owing to such Lender or any Competitive Bid Notes held by it)which it proposes to assign; (ii) If TBC fails to notify such Lender within 30 days of TBC’s receipt of such Xxxxxx’s request for consent to assignment, the Borrowers shall be deemed to consent to the proposed assignment; (iii) Any such assignment shall not require any Borrower to file a registration statement with the Securities and Exchange Commission or apply to qualify the interests in the Advances under the blue sky laws of any state and the assigning Lender shall otherwise comply with all federal and state securities laws applicable to such assignment; (iv) Unless TBC consents, the amount of the Commitment of the assigning Lender Xxxxxx being assigned pursuant to each any such assignment (determined as of the date of the Assignment assignment) shall either (A) equal 50% of all such rights and Acceptance with respect obligations (or 100% in the case of a Required Assignment) or (B) not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof; (v) Unless either (x) TBC consents or (y) an Event of Default has occurred and is continuing, the aggregate amount of the Commitment assigned pursuant to all such assignments of such Lender (after giving effect to such assignment) shall in no eventevent exceed 50% (except in the case of a Required Assignment) of all such Xxxxxx’s Commitment (as set forth in Schedule I, other than with respect to assignments to other Lendersin the case of each Lender that is a party hereto as of August 25, 2022, or affiliates as set forth in the Register as the aggregate Commitment assigned to such Lender pursuant to one or more assignments, in the case of Lenders, be less than $10,000,000, subject in each case to reduction at the sole discretion of Kraft Foods Group, and shall be an integral multiple of $1,000,000any assignee); (iiivi) each No Lender shall be obligated to make a Required Assignment unless such Lender has received payments in an aggregate amount at least equal to the outstanding principal amount of all Advances being assigned, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement (including without limitation Section 2.12(c), provided that such Lender shall receive its pro rata share of the Facility Fee on the next date on which the Facility Fee is payable); and (vii) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to an Eligible Assignee; (iv) each such the other conditions thereto set forth herein, the parties to the assignment shall require make such additional payments to the prior written Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations, or other compensating actions, including funding, with the consent of TBC, the applicable pro rata share of Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative AgentAgent and each other Lender hereunder (and interest accrued thereon), and (y) unless an Event acquire (and fund as appropriate) its full pro rata share of Default under Sections 6.01(a) or (e) has occurred and is continuingall Advances with its ratable portion. Notwithstanding the foregoing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods Group); provided, that no consent of the Administrative Agent or Kraft Foods Group shall be required for an assignment to another Lender or an affiliate of a Lender; and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee event that any assignment of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs and (y) the assigning Lender thereunder shall, except to the extent otherwise expressly agreed by the affected parties and subject to Section 8.16, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that rights and obligations hereunder have Xxxxxx’s having been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Defaulting Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.12.

Assignment of Lender Obligations. Each Lender may and, if demanded by PMI upon at least five Business Days’ notice to such Lender and the Facility Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment Commitments and the Pro Rata Advances owing to it), subject to the following: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under the Facility under this Agreement (other than, except in the case of an assignment made pursuant to Section 9.07(h), any Competitive Bid Advances owing to such Lender or any Competitive Bid Notes held by it)Agreement; (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, event be less than $10,000,000€10,000,000 for Commitments (subject, subject in each case case, to reduction at the sole discretion of Kraft Foods Group, PMI) and shall be an integral multiple of $€1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment shall require the prior written consent made as a result of (xa demand by PMI pursuant to this Section 9.7(a) the Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received arranged by PMI after consultation with the Facility Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice under this Agreement or an assignment of a portion of such proposed rights and obligations made concurrently with another such assignment has been delivered to Kraft Foods Group); provided, that no consent or other such assignments which together cover all of the Administrative Agent or Kraft Foods Group rights and obligations of the assigning Lender under this Agreement; (v) no Lender shall be required for an obligated to make any such assignment to another Lender or an affiliate as a result of a demand by PMI pursuant to this Section 9.7(a) unless and until such Lender shall have received one or more payments from either the Borrowers to which it has outstanding Advances or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement; and (vvi) the parties to each such assignment shall execute and the assigning Lender shall, not less than five Business Days prior to the effectiveness of any Assignment and Acceptance, deliver to the Administrative Facility Agent which shall give prompt notice thereof to PMI by email, for its the Facility Agent’s acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 €2,000 for Commitments (payable by the assignee unless such assignment is made to an affiliate of the transferring Lender) provided, otherwise agreed); provided that, if such assignment is made pursuant to as a result of a demand by PMI under this Section 9.07(h9.7(a), Kraft Foods Group PMI shall pay or cause to be paid such $3,500 €2,000 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.159.4) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.12.

Assignment of Lender Obligations. Each From time to time each Lender may may, with the prior written consent of TBC (so long as no Event of Default has occurred and is continuing) and each Issuing Bank and subject to the qualifications set forth below, assign to one or more Persons Lenders or an Eligible Assignee all or a any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Pro Rata Advances owing to it, its participations in Letters of Credit and the Note, if any, held by it) and will, at any time, if arranged by the Company pursuant to clause (i)(A) below upon at least 30 days’ notice to such Lender and the Agent, assign to one or more Eligible Assignees all of its rights and obligations under this Agreement (including without limitation, all of its Commitment, the Advances owing to it, its participations in Letters of Credit and the Note, if any, held by it), ; subject to the following: (i) each If such Lender notifies TBC and the Agent of its intent to request the consent of TBC to an assignment, or if any Lender is a Defaulting Lender, TBC shall have the right, for 30 days after receipt of such notice or notice from the Agent that such Lender is a Defaulting Lender, as the case may be, and so long as no Event of Default has occurred and is continuing, in its sole discretion either (A) to arrange for one or more Eligible Assignees to accept such assignment shall be of a constantor, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of a Defaulting Lender, an assignment made pursuant of all of such Xxxxxx’s Advances and Commitment (a “Required Assignment”) or (B) other than in the case of a Defaulting Lender, to Section 9.07(harrange for the rights and obligations of such Lender (including, without limitation, such Xxxxxx’s Commitment), any Competitive Bid and the total Commitments, to be reduced by an amount equal to the amount of such Xxxxxx’s Commitment proposed to be assigned and, in connection with such reduction, to prepay that portion of the Advances owing to such Lender or any Competitive Bid Notes held by it)which it proposes to assign; (ii) If TBC fails to notify such Lender within 30 days of TBC’s receipt of such Xxxxxx’s request for consent to assignment, the Borrowers shall be deemed to consent to the proposed assignment; (iii) Any such assignment shall not require any Borrower to file a registration statement with the Securities and Exchange Commission or apply to qualify the interests in the Advances under the blue sky laws of any state and the assigning Lender shall otherwise comply with all federal and state securities laws applicable to such assignment; (iv) Unless TBC consents, the amount of the Commitment of the assigning Lender Xxxxxx being assigned pursuant to each any such assignment (determined as of the date of the Assignment assignment) shall either (A) equal 50% of all such rights and Acceptance with respect obligations (or 100% in the case of a Five-Year Credit Agreement 36 Required Assignment) or (B) not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof; (v) Unless either (x) TBC consents or (y) an Event of Default has occurred and is continuing, the aggregate amount of the Commitment assigned pursuant to all such assignments of such Lender (after giving effect to such assignment) shall in no eventevent exceed 50% (except in the case of a Required Assignment) of all such Lender’s Commitment (as set forth in Schedule I, other than with respect to assignments to other Lendersin the case of each Lender that is a party hereto as of October 30, 2019, or affiliates as set forth in the Register as the aggregate Commitment assigned to such Lender pursuant to one or more assignments, in the case of Lenders, be less than $10,000,000, subject in each case to reduction at the sole discretion of Kraft Foods Group, and shall be an integral multiple of $1,000,000any assignee); (iiivi) each No Lender shall be obligated to make a Required Assignment unless such Lender has received payments in an aggregate amount at least equal to the outstanding principal amount of all Advances being assigned, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement (including without limitation Section 2.13(c), provided that such Lender shall receive its pro rata share of the Facility Fee on the next date on which the Facility Fee is payable) and (vii) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to an Eligible Assignee; (iv) each such the other conditions thereto set forth herein, the parties to the assignment shall require make such additional payments to the prior written Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations, or other compensating actions, including funding, with the consent of TBC, the applicable pro rata share of Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative AgentAgent and each other Lender hereunder (and interest accrued thereon), and (y) unless an Event acquire (and fund as appropriate) its full pro rata share of Default under Sections 6.01(a) or (e) has occurred and is continuingall Advances with its ratable portion. Notwithstanding the foregoing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods Group); provided, that no consent of the Administrative Agent or Kraft Foods Group shall be required for an assignment to another Lender or an affiliate of a Lender; and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee event that any assignment of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs and (y) the assigning Lender thereunder shall, except to the extent otherwise expressly agreed by the affected parties and subject to Section 8.17, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that rights and obligations hereunder have Xxxxxx’s having been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Defaulting Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.12.

Assignment of Lender Obligations. Each From time to time each Lender may may, with the prior written consent of TBC (so long as no Event of Default has occurred and is continuing) and subject to the qualifications set forth below, assign to one or more Persons Lenders or an Eligible Assignee all or a any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Pro Rata Committed Advances owing to it and the Committed Note, if any, held by it) and will, at any time, if arranged by the Company pursuant to clause (i)(A) below upon at least 30 days’ notice to such Lender and the Agent, assign to one or more Eligible Assignees all of its rights and obligations under this Agreement (including without limitation, all of its Commitment, the Committed Advances owing to it and the Committed Note, if any, held by it), ; subject to the following: (i) each If such Lender notifies TBC and the Agent of its intent to request the consent of TBC to an assignment, TBC shall have the right, for 30 days after receipt of such notice and so long as no Event of Default has occurred and is continuing, in its sole discretion either (A) to arrange for one or more Eligible Assignees to accept such assignment shall be of (a constant, and not a varying, percentage of all “Required Assignment”) or (B) to arrange for the rights and obligations under this Agreement of such Lender (other thanincluding, except in the case of an assignment made pursuant to Section 9.07(hwithout limitation, such Lender’s Commitment), any Competitive Bid and the total Commitments, to be reduced by an amount equal to the amount of such Lender’s Commitment proposed to be assigned and, in connection with such reduction, to prepay that portion of the Committed Advances owing to such Lender or any Competitive Bid Notes held by it)which it proposes to assign; (ii) If TBC fails to notify such Lender within 30 days of TBC’s receipt of such Lender’s request for consent to assignment, the Borrowers shall be deemed to consent to the proposed assignment; (iii) Any such assignment shall not require any Borrower to file a registration statement with the Securities and Exchange Commission or apply to qualify the interests in the Committed Advances under the blue sky laws of any state and the assigning Lender shall otherwise comply with all federal and state securities laws applicable to such assignment; (iv) Unless TBC consents, the amount of the Commitment of the assigning Lender being assigned pursuant to each any such assignment (determined as of the date of the Assignment assignment) shall either (A) equal 50% of all such rights and Acceptance with respect obligations (or 100% in the case of a Required Assignment) or (B) not be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof; (v) Unless either (x) TBC consents or (y) an Event of Default has occurred and is continuing, the aggregate amount of the Commitment assigned pursuant to all such assignments of such Lender (after giving effect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, be less than $10,000,000, subject event exceed 50% (except in each the case to reduction at the sole discretion of Kraft Foods Group, and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment shall require the prior written consent of (x) the Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods Group); provided, that no consent of the Administrative Agent or Kraft Foods Group shall be required for an assignment to another Lender or an affiliate of a Required Assignment) of all such Lender; and ’s Commitment (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording as set forth in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (andSchedule I, in the case of each Lender that is a party hereto as of November 16, 2007, or as set forth in the Register as the aggregate Commitment assigned to such Lender pursuant to one or more assignments, in the case of any assignee); and (vi) No Lender shall be obligated to make a Required Assignment unless such Lender has received payments in an Assignment aggregate amount at least equal to the outstanding principal amount of all Committed Advances being assigned, together with accrued interest thereon to the date of payment of such principal amount and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations other amounts payable to such Lender under this AgreementAgreement (including without limitation Section 2.12(c), provided that such Lender shall cease to be a party heretoreceive its pro rata share of the Facility Fee on the next date on which the Facility Fee is payable), other than Section 9.12.

Assignment of Lender Obligations. Each Lender may and, if demanded by PMI upon at least five Business Days’ notice to such Lender and the Facility Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment Commitments and the Pro Rata Advances owing to it), subject to the following: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under one or more Facilities under this Agreement (other thanit being understood that any assignment under a Revolving Credit Facility shall include a proportionate assignment under the related Swingline Facility, except in the case of an assignment made pursuant to Section 9.07(h), any Competitive Bid Advances owing to such Lender or any Competitive Bid Notes held by itas applicable); (ii) the amount of the Commitment of the assigning Lender Xxxxxx being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, event be less than $10,000,00010,000,000 for Revolving Credit Commitments (subject, subject in each case case, to reduction at the sole discretion of Kraft Foods Group, PMI) and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment shall require the prior written consent made as a result of (xa demand by PMI pursuant to this Section 9.7(a) the Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received arranged by PMI after consultation with the Facility Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice under this Agreement or an assignment of a portion of such proposed rights and obligations made concurrently with another such assignment has been delivered to Kraft Foods Group); provided, that no consent or other such assignments which together cover all of the Administrative Agent or Kraft Foods Group rights and obligations of the assigning Lender under this Agreement; (v) no Lender shall be required for an obligated to make any such assignment to another Lender or an affiliate as a result of a demand by PMI pursuant to this Section 9.7(a) unless and until such Lender shall have received one or more payments from either the Borrowers to which it has outstanding Advances or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement; and (vvi) the parties to each such assignment shall execute and the assigning Lender shall, not less than five Business Days prior to the effectiveness of any Assignment and Acceptance, deliver to the Administrative Facility Agent which shall give prompt notice thereof to PMI by facsimile, for its the Facility Agent’s acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 2,000 for Revolving Credit Commitments (payable by the assignee unless such assignment is made to an affiliate of the transferring Lender) provided, otherwise agreed); provided that, if such assignment is made pursuant to as a result of a demand by PMI under this Section 9.07(h9.7(a), Kraft Foods Group PMI shall pay or cause to be paid such $3,500 2,000 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.159.4) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.12.

Assignment of Lender Obligations. Each Lender may and, if demanded by Altria upon at least five Business Days’ notice (or, in the case of a Defaulting Lender, at least three Business Days’ notice) to such Lender and the Administrative Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Pro Rata Advances owing to it), subject to the following: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement (other thanAgreement, except in the case that this clause (i) shall not prohibit any Lender from assigning all or a portion of an assignment made pursuant to Section 9.07(h), any Competitive Bid Advances owing to such Lender or any Competitive Bid Notes held by it)its rights and obligations among separate Classes on a non-pro rata basis; (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, event be less than $10,000,000, 10,000,000 (subject in each case to reduction at the sole discretion of Kraft Foods Group, Altria) and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment made as a result of a demand by Altria pursuant to this Section 8.07(a) shall require the prior written consent of (x) be arranged by Altria after consultation with the Administrative Agent, Agent and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by either an assignment of all of the rights and obligations of the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice under this Agreement or an assignment of a portion of such proposed rights and obligations made concurrently with another such assignment has been delivered to Kraft Foods Group); provided, that no consent or other such assignments which together cover all of the Administrative Agent or Kraft Foods Group rights and obligations of the assigning Lender under this Agreement; (v) no Lender shall be required for an obligated to make any such assignment to another Lender or an affiliate as a result of a demand by Altria pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from Altria to which it has outstanding Advances or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement; and (vvi) the parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of payable by the transferring assigning Lender) provided, provided that, if such assignment is made pursuant to as a result of a demand by Altria under this Section 9.07(h), Kraft Foods Group 8.07(a) Altria shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.158.04) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.128.11.

Assignment of Lender Obligations. Each Lender may and, if demanded by PM Companies upon at least five Business Days' notice to such Lender and Chase, as Administrative Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Pro Rata Advances owing to it), subject to the following: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of an assignment made as a result of a demand by PM Companies pursuant to this Section 9.07(h9.07(a), any Competitive Bid Advances owing to such Lender or any Competitive Bid Notes held by it); (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, event be less than $10,000,000, 10,000,000 (subject in each case to reduction at the sole discretion of Kraft Foods Group, PM Companies) and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment made as a result of a demand by PM Companies pursuant to this Section 9.07(a) shall require the prior written consent of (x) the be arranged by PM Companies after consultation with Chase, as Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by either an assignment of all of the rights and obligations of the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice under this Agreement or an assignment of a portion of such proposed rights and obligations made concurrently with another such assignment has been delivered to Kraft Foods Group); provided, that no consent or other such assignments which together cover all of the Administrative Agent or Kraft Foods Group rights and obligations of the assigning Lender under this Agreement; (v) no Lender shall be required for an obligated to make any such assignment to another Lender or an affiliate as a result of a demand by PM Companies pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrowers to which it has outstanding Advances or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement; and (vvi) the parties to each such assignment shall execute and deliver to the Chase, as Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided3,500, provided that, if such assignment is made pursuant to as a result of a demand by PM Companies under this Section 9.07(h9.07(a), Kraft Foods Group PM Companies shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.159.04) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.12.

Assignment of Lender Obligations. Each Lender may may, and if demanded by Kraft upon at least five Business Days’ notice to such Lender and the Administrative Agent, will, assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and or the Pro Rata Advances owing to it), subject to the following: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of an assignment made as a result of a demand by Kraft pursuant to this Section 9.07(h9.07(a), any Competitive Bid Advances owing to such Lender or any Competitive Bid Notes held by it); (ii) the amount of the Commitment Commitments or Advances of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, be less than €10,000,000 with respect to Advances denominated in Euros and $10,000,000, 10,000,000 with respect to Advances denominated in Dollars (subject in each case to reduction at the sole discretion of Kraft Foods Group, Kraft) and shall be an integral multiple of €1,000,000 with respect to Advances denominated in Euros and $1,000,0001,000,000 with respect to Advances denominated in Dollars; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment made as a result of a demand by Kraft pursuant to this Section 9.07(a) shall be arranged by Kraft after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments which together cover all of the rights and obligations of the assigning Lender under this Agreement; (v) each such assignment (other than any assignment made as a result of a demand by Kraft pursuant to this Section 9.07(a)) shall require the prior written consent of (x) the Administrative Agent, Agent and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents consent not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods Groupdelayed); provided, that no consent of (A) either the Administrative Agent or Kraft Foods Group shall be required for an assignment to another Lender or an affiliate of a LenderLender and (B) Kraft shall be required if an Event of Default has occurred and is continuing; and (vvi) no Lender shall be obligated to make any such assignment as a result of a demand by Kraft pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrowers to which it has outstanding Advances or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement; (vii) the parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided3,500, provided that, if such assignment is made pursuant to as a result of a demand by Kraft under this Section 9.07(h9.07(a), Kraft Foods Group shall pay or cause to be paid such $3,500 fee; and (viii) no such assignment may be made prior to the Closing Date unless as a result of a demand by Kraft pursuant to this Section 9.07(a) and any such assignment made prior to the Closing Date as a result of a demand by Kraft shall require the prior written consent of the Syndication Agent. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.159.04) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.12.

Assignment of Lender Obligations. Each From time to time each Lender may may, with the prior written consent of TBC (so long as no Event of Default has occurred and is continuing) and each Issuing Bank and subject to the qualifications set forth below, assign to one or more Persons Lenders or an Eligible Assignee all or a any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Pro Rata Advances owing to it), subject its participations in Letters of Credit and the Note, if any, held by it) and will, at any time, if arranged by the Company pursuant to clause (i)(A) below upon at least 30 days’ notice to such Lender and the following: (i) each such assignment shall be Agent, assign to one or more Eligible Assignees all of a constant, and not a varying, percentage of all its rights and obligations under this Agreement (other thanincluding without limitation, except all of its Commitment, the Advances owing to it, its participations in Letters of Credit and the Note, if any, held by it); subject to the following: Five-Year Credit Agreement 29 (i) If such Lender notifies TBC and the Agent of its intent to request the consent of TBC to an assignment, or if any Lender is a Defaulting Lender, TBC shall have the right, for 30 days after receipt of such notice or notice from the Agent that such Lender is a Defaulting Lender, as the case may be, and so long as no Event of Default has occurred and is continuing, in its sole discretion either (A) to arrange for one or more Eligible Assignees to accept such assignment or, in the case of a Defaulting Lender, an assignment made pursuant of all of such Xxxxxx’s Advances and Commitment (a “Required Assignment”) or (B) other than in the case of a Defaulting Lender, to Section 9.07(harrange for the rights and obligations of such Lender (including, without limitation, such Xxxxxx’s Commitment), any Competitive Bid and the total Commitments, to be reduced by an amount equal to the amount of such Xxxxxx’s Commitment proposed to be assigned and, in connection with such reduction, to prepay that portion of the Advances owing to such Lender or any Competitive Bid Notes held by it)which it proposes to assign; (ii) If TBC fails to notify such Lender within 30 days of TBC’s receipt of such Xxxxxx’s request for consent to assignment, the Borrowers shall be deemed to consent to the proposed assignment; (iii) Any such assignment shall not require any Borrower to file a registration statement with the Securities and Exchange Commission or apply to qualify the interests in the Advances under the blue sky laws of any state and the assigning Lender shall otherwise comply with all federal and state securities laws applicable to such assignment; (iv) Unless TBC consents, the amount of the Commitment of the assigning Lender Xxxxxx being assigned pursuant to each any such assignment (determined as of the date of the Assignment assignment) shall either (A) equal 50% of all such rights and Acceptance with respect obligations (or 100% in the case of a Required Assignment) or (B) not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof; (v) Unless either (x) TBC consents or (y) an Event of Default has occurred and is continuing, the aggregate amount of the Commitment assigned pursuant to all such assignments of such Lender (after giving effect to such assignment) shall in no eventevent exceed 50% (except in the case of a Required Assignment) of all such Lender’s Commitment (as set forth in Schedule I, other than with respect to assignments to other Lendersin the case of each Lender that is a party hereto as of August 24, 2023, or affiliates as set forth in the Register as the aggregate Commitment assigned to such Lender pursuant to one or more assignments, in the case of Lenders, be less than $10,000,000, subject in each case to reduction at the sole discretion of Kraft Foods Group, and shall be an integral multiple of $1,000,000any assignee); (iiivi) each No Lender shall be obligated to make a Required Assignment unless such Lender has received payments in an aggregate amount at least equal to the outstanding principal amount of all Advances being assigned, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement (including without limitation Section 2.13(c), provided that such Lender shall receive its pro rata share of the Facility Fee on the next date on which the Facility Fee is payable) and (vii) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to an Eligible Assignee; (iv) each such the other conditions thereto set forth herein, the parties to the assignment shall require make such additional payments to the prior written Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations, or other compensating actions, including funding, with the consent of TBC, the applicable pro rata share of Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative AgentAgent and each other Lender hereunder (and interest accrued thereon), and (y) unless an Event acquire (and fund as appropriate) its full pro rata share of Default under Sections 6.01(a) or (e) has occurred and is continuingall Advances with its ratable portion. Notwithstanding the foregoing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods Group); provided, that no consent of the Administrative Agent or Kraft Foods Group shall be required for an assignment to another Lender or an affiliate of a Lender; and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee event that any assignment of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, Five-Year Credit Agreement 30 then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs and (y) the assigning Lender thereunder shall, except to the extent otherwise expressly agreed by the affected parties and subject to Section 8.17, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that rights and obligations hereunder have Xxxxxx’s having been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Defaulting Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.12.

Assignment of Lender Obligations. Each Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Pro Rata Advances owing to it), subject to the following: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of an assignment made pursuant to Section 9.07(h), any Competitive Bid Advances owing to such Lender or any Competitive Bid Notes held by it); (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, be less than $10,000,000, subject in each case to reduction at the sole discretion of Kraft Foods GroupFoods, and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment shall require the prior written consent of (x) the Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice of such proposed assignment has been delivered to Kraft Foods Groupdelayed); provided, that no consent of the Administrative Agent or Kraft Foods Group shall be required for an assignment to another Lender or an affiliate of a Lender; and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.12.

Assignment of Lender Obligations. Each Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Three-Year Commitment, Five-Year Commitment and the Pro Rata Advances , Three-Year Loans and/or Five-Year Loans owing to it, as the case may be), subject to the following: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of an assignment made pursuant to Section 9.07(h), any Competitive Bid Advances owing to such Lender or any Competitive Bid Notes held by it); (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, or assignment of the entire Commitment or Loan amount held by such Lender, be less than $10,000,0005,000,000, subject in each case to reduction at the sole discretion of Kraft Foods GroupMondelēz, and shall be an integral multiple of $1,000,000; (iiiii) each such assignment shall be to an Eligible Assignee; (iviii) each such assignment shall require the prior written consent of (x) the Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group the Borrower (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group the Borrower shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from Kraft Foods Group the Borrower within ten twenty (1020) Business Days after written notice of such proposed assignment has been delivered to Kraft Foods Groupthe Borrower); provided, that no consent of the Administrative Agent or Kraft Foods Group the Borrower shall be required for an assignment to another Lender or an affiliate of a Lender; and (viv) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided, that, if such assignment is made pursuant to Section 9.07(h), Kraft Foods Group Mondelēz shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.15) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.12.

Assignment of Lender Obligations. Each Lender may and, if demanded by Altria upon at least five Business Days’ notice to such Lender and JPMCB, as Administrative Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Pro Rata Advances owing to it), subject to the following: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement (other than, except in the case of an assignment made pursuant to Section 9.07(h), any Competitive Bid Advances owing to such Lender or any Competitive Bid Notes held by it)Agreement; (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event, other than with respect to assignments to other Lenders, or affiliates of Lenders, event be less than $10,000,000, 10,000,000 (subject in each case to reduction at the sole discretion of Kraft Foods Group, Altria) and shall be an integral multiple of $1,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment made as a result of a demand by Altria pursuant to this Section 8.07(a) shall require the prior written consent of (x) the be arranged by Altria after consultation with JPMCB, as Administrative Agent, and (y) unless an Event of Default under Sections 6.01(a) or (e) has occurred and is continuing, Kraft Foods Group (such consents not to be unreasonably withheld or delayed and such consents by Kraft Foods Group shall be deemed given if no objection is received by either an assignment of all of the rights and obligations of the assigning Lender and the Administrative Agent from Kraft Foods Group within ten (10) Business Days after notice under this Agreement or an assignment of a portion of such proposed rights and obligations made concurrently with another such assignment has been delivered to Kraft Foods Group); provided, that no consent or other such assignments which together cover all of the Administrative Agent or Kraft Foods Group rights and obligations of the assigning Lender under this Agreement; (v) no Lender shall be required for an obligated to make any such assignment to another Lender or an affiliate as a result of a demand by Altria pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either Altria or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement; and (vvi) the parties to each such assignment shall execute and deliver to the JPMCB, as Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is made to an affiliate of the transferring Lender) provided3,500, provided that, if such assignment is made pursuant to as a result of a demand by Altria under this Section 9.07(h8.07(a), Kraft Foods Group Altria shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.04 and, with respect to the period during which it is a Lender, Sections 2.12 and 2.158.04) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), other than Section 9.128.11.