Common use of Commitment Increases Clause in Contracts

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion.

Commitment Increases. (a) At Kraft Foods Group may from time to time (but not more than three times in any time after the Closing Datecalendar year), provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by written notice to the Administrative Agent in writing (which shall promptly deliver a copy to each of the amount Lenders), executed by Kraft Foods Group and one or more financial institutions (any such financial institution referred to in this Section 2.18 being called an “Augmenting Lender”), which may include any Lender, cause new Commitments to be extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to be increased, as the case may be (the “Offered Increase Amount”) aggregate amount of such proposed increase (such notice, for all Augmenting Lenders on any single occasion being referred to as a “Commitment Increase NoticeIncrease”). Any , in an amount for each Augmenting Lender set forth in such notice; provided that (i) the amount of each Commitment Increase Notice must offer each Bank shall be not less than $25,000,000, except to the opportunity extent necessary to subscribe for its pro rata share utilize the remaining unused amount of increase permitted under this Section 2.18(a), and (ii) the aggregate amount of the increased Commitments; provided, however, Commitment Increases shall not exceed $500,000,000. Each Augmenting Lender (if not then a Lender) shall be subject to the Borrowers may, with the consent approval of the Administrative Agent (which consent approval shall not be unreasonably withheld or delayed) and shall not be subject to the approval of any other Lenders, and Kraft Foods Group and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence the Commitment of such Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of any Commitment Increase together with the notice of such Commitment Increase being referred to collectively as the “Commitment Increase Amendment” in respect of such Commitment Increase). The Commitment Increase Amendment may, without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of any other Lenders, effect such amendments to this Agreement as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent as Agent, to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions effect the opportunity to provide all or a portion provisions of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion2.18.

Commitment Increases. (a) At In the event that the Borrower wishes to increase the Total Commitments at any time after the Closing Date, provided that when no Default or Event of Default shall have has occurred and be continuingis continuing (or shall result of such increase), the Borrowers may request an increase of the aggregate Commitments by notice to it shall notify the Administrative Agent in writing writing, given not more frequently than once per calendar year, of the amount (the “Revolving Credit Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”)) which shall be in a minimum amount equal to $5,000,000 and shall not exceed, in the aggregate for all increases, $100,000,000. Any such Commitment Increase Notice must The Borrower shall offer each Bank of the Lenders the opportunity to subscribe for its pro rata share provide such Lender’s Percentage of the increased Commitments; providedRevolving Credit Offered Increase Amount, howeverand if any Lender declines such offer, in whole or in part, the Borrowers mayBorrower may offer such declined amount to (i) other Lenders with the consent of the Swingline Lender and the Issuing Lenders (which consents of the Swingline Lender and the Issuing Lenders shall not be unreasonably withheld or delayed) and/or (ii) other banks, financial institutions or other entities with the consent of the Administrative Agent Agent, the Swingline Lender and the Issuing Lenders (which consent consents of the Administrative Agent, the Swingline Lender and the Issuing Lenders shall not be unreasonably withheld or delayed). The Commitment Increase Notice shall specify the Lenders and/or banks, without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank financial institutions or other financial institution entities that is not an existing Bank the opportunity will be requested to provide a new Commitment pursuant to paragraph (b) below such Revolving Credit Offered Increase Amount. The Borrower or, if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for requested by the BanksBorrower, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at will notify such time a Bank (which consent shall not be unreasonably withheld or delayed)Lenders, offer to any existing Bank or to one or more additional banks or and/or banks, financial institutions the opportunity to provide all or a portion other entities of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretionoffer.

Commitment Increases. (a) At any Notwithstanding anything to the contrary contained in this Agreement, the Borrower may request from time after to time that the Closing DateCommitments be increased by an amount not less than $50,000,000 or a whole multiple of $10,000,000 in excess thereof, provided that no Event of Default shall have occurred and be continuing, the Borrowers Borrower may only request such an increase once in any six-month period and in no event shall the Commitments exceed $2,000,000,000. Such increase in the Commitments shall be effected as follows: the Borrower may (i) request one or more of the aggregate Commitments by notice Lenders to increase the amount of its U.S. Commitment and/or its Multicurrency Commitment (which request shall be in writing and sent to the Administrative Agent in writing of the amount to forward to such Lender or Lenders) and/or (the “Offered Increase Amount”ii) of such proposed increase arrange for one or more financial institutions not a party hereto (such noticea "Third-Party Lender") to become parties to and Lenders under this Agreement, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of provided that (x) the Administrative Agent (shall have approved such Third-Party Lender, which consent approval shall not be unreasonably withheld withheld, and (y) after giving effect to such increase, no Lender shall have a U.S. Commitment Percentage or delayed)a Multicurrency Commitment Percentage which exceeds 15%. In no event may any Lender's U.S. Commitment or Multicurrency Commitment be increased without the prior written consent of such Lender, without offering and the failure of any Lender to each Bank respond to the opportunity to subscribe Borrower's request for its pro rata share an increase shall be deemed a rejection by such Lender of the Borrower's request. The Commitments may not be increased Commitmentsif, offer at the time of any proposed increase hereunder, a Default or Event of Default has occurred and is continuing. Upon any request by the Borrower to increase the Commitments hereunder, the Borrower shall be deemed to have represented and warranted on and as of the date of such request that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Lender shall have any existing Bank or any bank or other financial institution that is not an existing Bank obligation whatsoever to increase the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new its U.S. Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banksand/or its Multicurrency Commitment, the Borrowers mayand each Lender may at its option, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed)unconditionally and without cause, offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation decline to increase its U.S. Commitment pursuant to this Section 2.20 except in and/or its sole discretionMulticurrency Commitment.

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuingSubject to Section 4.04, the Borrowers may request an increase Borrower and any one or more Lenders (including New Lenders (as defined below)) may, from time to time, without the consent of the aggregate Commitments by notice to any other Lender, the Administrative Agent in writing of the amount or any Issuing Bank (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, but with the consent of the Administrative Agent and each Issuing Bank (which consent shall not to be unreasonably withheld withheld, delayed or delayedconditioned) with respect to any New Lender), without offering agree that such Lenders (including New Lenders) shall provide additional Commitments or increase the amount of their Commitments (each, a “Commitment Increase”, and such Lenders and New Lenders being collectively referred to each Bank as the opportunity “Increasing Lenders”) by executing and delivering to subscribe for its pro rata share the Administrative Agent an Incremental Commitment Activation Notice specifying (i) the amount of such Commitment Increase and (ii) the increased Commitmentsproposed applicable Incremental Commitment Effective Date. Notwithstanding the foregoing, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (bA) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does Increases obtained after the Closing Date shall not exceed $500,000,000 subject to subsection 2.20(f). If any portion 300,000,000 and (B) each Commitment Increase shall be in an integral multiple of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is $5,000,000 and not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) belowless than $25,000,000. No Bank has an Lender shall have any obligation to increase its participate in any Commitment pursuant Increase unless it agrees to this Section 2.20 except do so in its sole discretion. Any bank, financial institution or other entity that is eligible to be an assignee under Section 10.04 (and has provided to the Administrative Agent an Administrative Questionnaire and any applicable tax forms required under Section 2.16(f) with respect to such entity) that elects to become a “Lender” under this Agreement in connection with any Commitment Increase shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit F-2, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.

Commitment Increases. (a) At any Notwithstanding anything to the contrary contained in this Agreement, the Borrower may request from time after to time that the Closing Date, Total Commitment be increased by increasing the aggregate Domestic Commitment under the Domestic Facility; provided that no Event the aggregate amount of Default all such increases shall have occurred and be continuing, the Borrowers not exceed $500,000,000. The Borrower may (I) request an increase one or more of the aggregate Commitments by notice Domestic Lenders to increase the amount of its Domestic Commitment (which request shall be in writing and sent to the Administrative Agent in writing of the amount to forward to such Lender or Lenders) and/or (the “Offered Increase Amount”II) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent and each Issuing Lender (which consent consents of the Administrative Agent and each Issuing Lender shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe arrange for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions not a party hereto (a “New Lender”) to become parties to and Domestic Lenders under this Agreement. In no event may any Lender’s Domestic Commitment be increased without the opportunity to provide all or a portion prior written consent of such unsubscribed portion Lender. The failure of any Lender to respond to the Borrower’s request for an increase shall be deemed a rejection by such Lender of the Borrower’s request. The Total Commitment may not be increased Commitments pursuant to paragraph (b) belowif, at the time of any proposed increase hereunder, a Default or Event of Default has occurred and is continuing. No Bank has an obligation Upon any request by the Borrower to increase its Commitment pursuant the Total Commitment, the Borrower shall be deemed to this Section 2.20 except in its sole discretionhave represented and warranted on and as of the date of such request that no Default or Event of Default has occurred and is continuing.

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion.

Commitment Increases. (a) At Mondelēz International may from time to time (but not more than three times in any time after the Closing Datecalendar year), provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by written notice to the Administrative Agent in writing (which shall promptly deliver a copy to each of the amount Lenders), executed by Mondelēz International and one or more financial institutions (any such financial institution referred to in this Section 2.18 being called an “Augmenting Lender”), which may include any Lender at such Lender’s sole discretion, cause new Commitments to be extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to be increased, as the case may be (the “Offered Increase Amount”) aggregate amount of such proposed extension of Commitments or increase (such notice, in the existing Commitments for all Augmenting Lenders on any single occasion being referred to as a “Commitment Increase NoticeIncrease”). Any , in an amount for each Augmenting Lender set forth in such notice; provided that (i) the amount of each Commitment Increase Notice must offer each Bank shall be not less than $25,000,000, except to the opportunity extent necessary to subscribe for its pro rata share utilize the remaining unused amount of increase permitted under this Section 2.18(a), and (ii) the aggregate amount of the increased Commitments; provided, however, Commitment Increases shall not exceed $1,000,000,000. Each Augmenting Lender (if not then a Lender) shall be subject to the Borrowers may, with the consent approval of the Administrative Agent (which consent approval shall not be unreasonably withheld or delayed) and shall not be subject to the approval of any other Lenders, and Mondelēz International and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence the Commitment of such Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of any Commitment Increase together with the notice of such Commitment Increase being referred to collectively as the “Commitment Increase Amendment” in respect of such Commitment Increase). The Commitment Increase Amendment may, without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of any other Lenders, effect such amendments to this Agreement as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent as Agent, to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions effect the opportunity to provide all or a portion provisions of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion2.18.

Commitment Increases. (a) At any time after the Closing Date, -------------------- provided that no Event of Default shall have occurred and be continuing, the -------- Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “"Offered Increase Amount”") of ----------------------- such proposed increase (such notice, a “"Commitment Increase Notice”"). Any such -------------------------- Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the -------- ------- Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 750,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion.

Commitment Increases. (a) At Subject to Section 4.03, the Borrower and any one or more Lenders (including New Lenders) may, from time to time after the Closing Date, provided that no Event without the consent of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount any other Lender (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, but with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank solely in the opportunity to subscribe for its pro rata share case of the increased Commitments, offer to any existing Bank or any bank or other financial institution Increasing Lender that is not then a Lender or an existing Affiliate thereof), each Issuing Bank and the opportunity Swingline Lender, in each case, such consent not to be unreasonably withheld, delayed or conditioned), agree that such Lenders (including New Lenders) shall provide additional Commitments or increase the amount of their Commitments (each, a new “Commitment pursuant Increase”, and such Lenders and New Lenders being collectively referred to paragraph as the “Increasing Lenders”) by executing and delivering to the Administrative Agent an Incremental Commitment Activation Notice specifying (bi) below if the amount of such Commitment Increase and (ii) the proposed applicable Incremental Commitment Effective Date. Notwithstanding the foregoing, (A) the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does Increases obtained after the Closing Date shall not exceed $500,000,000 subject to subsection 2.20(f). If any portion 1,000,000,000 and (B) each Commitment Increase shall be in an integral multiple of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is $5,000,000 and not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) belowless than $25,000,000. No Bank has an Lender shall have any obligation to increase its participate in any Commitment pursuant Increase unless it agrees to this Section 2.20 except do so in its sole discretion. Any bank, financial institution or other entity that is an Eligible Assignee (and that has provided to the Administrative Agent an Administrative Questionnaire and any applicable tax forms required under Section 2.16(f) with respect to such entity) that elects to become a “Lender” under this Agreement in connection with any Commitment Increase shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit F-2, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.

Commitment Increases. (a) At Subject to Section 2.15(c) below, the Borrower and any one or more Lenders (including New Lenders (as defined below)) may, from time after to time prior to the Closing Maturity Date, provided that no Event without the consent of Default shall have occurred and be continuingany other Lender, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, howeverAgent, the Borrowers may, Swing Line Lender or any L/C Issuer (but with the consent of the Administrative Agent Agent, the Swing Line Lender and each L/C Issuer (which consent shall not to be unreasonably withheld withheld, delayed or delayedconditioned) with respect to any New Lender), without offering to each Bank agree that such Lenders shall provide additional Commitments or increase the opportunity to subscribe for its pro rata share amount of the increased their respective Commitments, offer as the case may be (each, a “Commitment Increase”), by executing and delivering to any existing Bank or any bank or other financial institution that is not the Administrative Agent an existing Bank Incremental Commitment Activation Notice specifying (i) the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all such Commitment Increase and (ii) the proposed applicable Incremental Commitment Effective Date. Notwithstanding the foregoing, (A) the Aggregate Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does at any time shall not exceed $500,000,000 subject to subsection 2.20(f). If any portion 1,500,000,000 and (B) each Commitment Increase shall be in an aggregate principal amount of the increased Commitments offered to the Banks as contemplated $10,000,000 or in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent integral multiples of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below$5,000,000 in excess thereof. No Bank has an Lender shall have any obligation to increase its participate in any Commitment pursuant Increase unless it agrees to this Section 2.20 except do so in its sole discretion. Any Person (other than an existing Lender) that elects to become a “Lender” under this Agreement in connection with any Commitment Increase must meet the criteria to be an Eligible Assignee and shall execute and deliver to the Administrative Agent a New Lender Supplement substantially in the form of Exhibit G (each, a “New Lender Supplement”), together with an Administrative Questionnaire and any applicable Tax forms required hereunder with respect to such Person, whereupon such Person (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.

Commitment Increases. (a) At Kraft Foods may from time to time (but not more than three times in any time after the Closing Datecalendar year), provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by written notice to the Administrative Agent in writing (which shall promptly deliver a copy to each of the amount Lenders), executed by Kraft Foods and one or more financial institutions (any such financial institution referred to in this Section 2.18 being called an “Augmenting Lender”), which may include any Lender, cause new Commitments to be extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to be increased, as the case may be (the “Offered Increase Amount”) aggregate amount of such proposed increase (such notice, for all Augmenting Lenders on any single occasion being referred to as a “Commitment Increase NoticeIncrease”). Any , in an amount for each Augmenting Lender set forth in such notice; provided that (i) the amount of each Commitment Increase Notice must offer each Bank shall be not less than $25,000,000, except to the opportunity extent necessary to subscribe for its pro rata share utilize the remaining unused amount of increase permitted under this Section 2.18(a), and (ii) the aggregate amount of the increased Commitments; provided, however, Commitment Increases shall not exceed $500,000,000. Each Augmenting Lender (if not then a Lender) shall be subject to the Borrowers may, with the consent approval of the Administrative Agent (which consent approval shall not be unreasonably withheld or delayed) and shall not be subject to the approval of any other Lenders, and Kraft Foods and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence the Commitment of such Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of any Commitment Increase together with the notice of such Commitment Increase being referred to collectively as the “Commitment Increase Amendment” in respect of such Commitment Increase). The Commitment Increase Amendment may, without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of any other Lenders, effect such amendments to this Agreement as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent as Agent, to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions effect the opportunity to provide all or a portion provisions of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion2.18.

Commitment Increases. (a) At any time after the Closing Date, provided that So long as no Default or Event of Default shall have has occurred and be is continuing, the Borrowers may request an that the Commitments be increased by up to $25,000,000 and, upon such request, Borrowers (or upon the request of Borrowers, Agent) may solicit additional financial institutions to become Lenders for purposes of this Agreement, or to encourage any Lender to increase of its Commitment; provided, that (i) each Lender which is a party to this Agreement prior to such increase shall have the aggregate Commitments by notice first option, and may elect to the Administrative Agent in writing fund its Pro Rata share of the amount of the increase in the Commitments (or any such greater amount in the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity event that one or more Lenders does not elect to subscribe for fund its pro rata respective Pro Rata share of the increased Commitments; provided, however, the Borrowers may, with the consent amount of the Administrative Agent (which consent shall not be unreasonably withheld or delayedincrease in the Commitments), without offering thereby increasing its Commitment hereunder, but no Lender shall have the obligation to each Bank do so, (ii) in the opportunity event that it becomes necessary to subscribe for its pro rata share include a new financial institution to fund the amount of the increased increase in the Commitments, offer each such financial institution shall be an Eligible Assignee that is reasonably acceptable to any existing Bank Agent and Parent and each such financial institution shall become a Lender hereunder and agree to become party to, and shall assume and agree to be bound by, this Agreement, subject to all terms and conditions hereof; (iii) in the event that it becomes necessary to include a new financial institution to fund the amount of the increase in the Commitments, upon the request of Borrowers, Agent shall use its commercially reasonable efforts to solicit such additional financial institution or institutions to become Lenders; (iv) no Lender shall have an obligation to the Borrowers, Agent or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation Lender to increase its Commitment or its Pro Rata share of the Commitments, and (v) in no event shall the addition of any Lender or Lenders or the increase in the Revolver Commitment of any Lender under this Section 2.2.1 increase the Commitments (A) in any single instance by less than $5,000,000 or (B) to an aggregate amount greater than $100,000,000. Upon the addition of any Lender, or the increase in the Commitment of any Lender, Commitments set forth on the signature pages to this Agreement shall be amended by Agent and the Borrowers to reflect such addition or such increase. Any new financial institution added as a new Lender pursuant to this Section 2.20 except 2.2.1 shall be required to have a Commitment of not less than $10,000,000 (unless otherwise agreed by Agent and Borrower Representative in its sole their discretion).

Commitment Increases. (a) At In the event that the Borrower wishes to increase the Total Commitments at any time after the Closing Date, provided that when no Default or Event of Default shall have has occurred and be continuingis continuing (or shall result of such increase) and subject to obtaining all necessary regulatory approvals, the Borrowers may request an increase of the aggregate Commitments by notice to it shall notify the Administrative Agent in writing writing, given not more frequently than once per calendar year, of the amount (the “Revolving Credit Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”)) which shall be in a minimum amount equal to $10,000,000 and shall not exceed, in the aggregate for all increases, $500,000,000. Any such Commitment Increase Notice must The Borrower shall offer each Bank of the Lenders the opportunity to subscribe for its pro rata share provide such Lender’s Percentage of the increased Commitments; providedRevolving Credit Offered Increase Amount, howeverand if any Lender declines such offer, in whole or in part, the Borrowers mayBorrower may offer such declined amount to (i) other Lenders with the consent of the Swingline Lender and the Issuing Lenders (which consents of the Swingline Lender and the Issuing Lenders shall not be unreasonably withheld or delayed) and/or (ii) other banks, financial institutions or other entities with the consent of the Administrative Agent Agent, the Swingline Lender and the Issuing Lenders (which consent consents of the Administrative Agent, the Swingline Lender and the Issuing Lenders shall not be unreasonably withheld or delayed). The Commitment Increase Notice shall specify the Lenders and/or banks, without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank financial institutions or other financial institution entities that is not an existing Bank the opportunity will be requested to provide a new Commitment pursuant to paragraph (b) below such Revolving Credit Offered Increase Amount. The Borrower or, if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for requested by the BanksBorrower, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at will notify such time a Bank (which consent shall not be unreasonably withheld or delayed)Lenders, offer to any existing Bank or to one or more additional banks or and/or banks, financial institutions the opportunity to provide all or a portion other entities of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretionoffer.

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 750,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion.

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 1,000,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion.

Commitment Increases. (a) At any Mondelēz International may from time after the Closing Dateto time, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by written notice to the Administrative Agent in writing (which shall promptly deliver a copy to each of the amount Lenders), executed by Mondelēz International and one or more financial institutions (any such financial institution referred to in this Section 2.18 being called an “Augmenting Lender”), which may include any Lender at such Lender’s sole discretion, cause new Commitments to be extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to be increased, as the case may be (the “Offered Increase Amount”) aggregate amount of such proposed extension of Commitments or increase (such notice, in the existing Commitments for all Augmenting Lenders on any single occasion being referred to as a “Commitment Increase NoticeIncrease”). Any , in an amount for each Augmenting Lender set forth in such notice; provided that (i) the amount of each Commitment Increase Notice must offer each Bank shall be not less than $25,000,000, except to the opportunity extent necessary to subscribe for its pro rata share utilize the remaining unused amount of increase permitted under this Section 2.18(a), and (ii) the aggregate amount of the increased Commitments; provided, however, Commitment Increases shall not exceed $500,000,000. Each Augmenting Lender (if not then a Lender) shall be subject to the Borrowers may, with the consent approval of the Administrative Agent (which consent approval shall not be unreasonably withheld or delayed) and shall not be subject to the approval of any other Lenders, and Mondelēz International and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence the Commitment of such Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of any Commitment Increase together with the notice of such Commitment Increase being referred to collectively as the “Commitment Increase Amendment” in respect of such Commitment Increase). The Commitment Increase Amendment may, without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of any other Lenders, effect such amendments to this Agreement as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent as Agent, to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions effect the opportunity to provide all or a portion provisions of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion2.18.

Commitment Increases. (a) At any time after the Closing DateDate and prior to the Commitment Expiration Date of any Bank, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 250,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion.

Commitment Increases. (a) At In the event that the Borrower wishes to increase the Total Commitments at any time after the Closing Date, provided that when no Default or Event of Default shall have has occurred and be continuingis continuing (or shall result of such increase) and subject to obtaining all necessary regulatory approvals, the Borrowers may request an increase of the aggregate Commitments by notice to it shall notify the Administrative Agent in writing of the amount (the “Revolving Credit Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”)) which shall be in a minimum amount equal to $10,000,000 and shall not exceed, in the aggregate, $1,000,000,000. Any such Commitment Increase Notice must The Borrower shall offer each Bank of the Lenders the opportunity to subscribe for its pro rata share provide such Lender’s Percentage of the increased Commitments; providedRevolving Credit Offered Increase Amount, howeverand if any Lender declines such offer, in whole or in part, the Borrowers mayBorrower may offer such declined amount to (i) other Lenders and/or (ii) other banks, financial institutions or other entities with the consent of the Administrative Agent and, unless any such other bank, financial institution or other entity would qualify as an Eligible Assignee, the Issuing Lender (which consent consents of the Administrative Agent and the Issuing Lender shall not be unreasonably withheld or delayed). The Commitment Increase Notice shall specify the Lenders and/or banks, without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank financial institutions or other financial institution entities that is not an existing Bank the opportunity will be requested to provide a new Commitment pursuant to paragraph (b) below such Revolving Credit Offered Increase Amount. The Borrower or, if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for requested by the BanksBorrower, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at will notify such time a Bank (which consent shall not be unreasonably withheld or delayed)Lenders, offer to any existing Bank or to one or more additional banks or and/or banks, financial institutions the opportunity to provide all or a portion other entities of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretionoffer.

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuingSubject to Section 4.03, the Borrowers may request Borrower and any one or more Lenders (including New Lenders) may, from time to time, without the consent of any other Lender (but with the consent of (i) the Administrative Agent (solely in the case of any Increasing Lender that is not then a Lender or an Affiliate thereof), each Issuing Bank and the Swingline Lender, in each case such consent not to be unreasonably withheld, delayed or conditioned), agree that such Lenders (including New Lenders) shall provide additional Commitments or increase the amount of their Commitments (each, a “Commitment Increase”, and such Lenders and New Lenders being collectively referred to as the aggregate Commitments “Increasing Lenders”) by notice executing and delivering to the Administrative Agent in writing of an Incremental Commitment Activation Notice specifying (i) the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank and (ii) the opportunity to subscribe for its pro rata share of proposed applicable Incremental Commitment Effective Date. Notwithstanding the increased Commitments; providedforegoing, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (bA) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does Increases obtained after the Closing Date shall not exceed $500,000,000 subject to subsection 2.20(f). If any portion and (B) each Commitment Increase shall be in an integral multiple of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is $5,000,000 and not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) belowless than $25,000,000. No Bank has an Lender shall have any obligation to increase its participate in any Commitment pursuant Increase unless it agrees to this Section 2.20 except do so in its sole discretion. Any bank, financial institution or other entity that is an Eligible Assignee (and has provided to the Administrative Agent an Administrative Questionnaire and any applicable tax forms required under Section 2.16(f) with respect to such entity) that elects to become a “Lender” under this Agreement in connection with any Commitment Increase shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit F-2, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.

Commitment Increases. (a) At The Banks hereby acknowledge and agree that the Borrower may at any time after prior to the Closing Commitment Expiry Date, but no more than once during any calendar quarter, increase the Total Commitment under this Agreement, in incremental amounts of $10,000,000, by an aggregate amount not in excess of $500,000,000 for all such increases by either requesting a Bank or Banks to increase its Commitment or Commitments (provided that no Bank shall be required to agree to any such increase) or by requesting a financial institution that is an Eligible Transferee to become a party to this Agreement (such institution, a "New Bank"), provided that (i) no Event of Default shall have has occurred and is continuing at the time of any such increase, (ii) the Credit Rating shall be continuingeither an Increased Investment Grade Rating or a Maximum Investment Grade Rating at the time of any such increase, (iii) the Borrowers may request an Borrower shall deliver a notice of such increase of the aggregate Commitments by notice to the Administrative Agent in writing of Payments Administrator describing (x) the amount (the “Offered Increase Amount”) of such proposed increase and the Total Commitment after giving effect to such increase and (y) the Bank(s) or New Bank(s) agreeing to such noticeincrease and the amount of each such entity's Commitment after giving effect to such increase, a “and (iv) the Borrower and each such Bank or New Bank shall deliver an Agreement of Commitment Increase Notice”)to the Payments Administrator. Any such Total Commitment Increase Notice must offer each Bank increase will become effective upon (A) in the opportunity to subscribe for its pro rata share case of the increased Commitments; provided, howeverNew Banks only, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered payment to the Banks as contemplated Payments Administrator of a nonrefundable fee of $2,500 and (B) in all cases, the recording by the Payments Administrator of such addition to the Total Commitment in the immediately preceding sentence is not subscribed for by the BanksRegister, the Borrowers may, with Payments Administrator hereby agreeing to effect such recordation no later than three Business Days after its receipt of an Agreement of Commitment Increase. Upon the consent effectiveness of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except 1.16, (x) the New Bank, if any, will become a "Bank" for all purposes of this Agreement and the other Credit Documents with a Commitment as so recorded by the Payments Administrator in its sole discretionthe Register and (y) the Borrower shall issue to the respective Bank or New Bank a new Note. The Payments Administrator will prepare on the last Business Day of each calendar quarter during which an increase has become effective pursuant to this Section 1.16 a new Annex I hereto giving effect to all such increases effected during such quarter and will promptly provide same to the Borrower and each of the Banks.

Commitment Increases. (a) At The Banks hereby acknowledge and agree that the Borrower may at any time after prior to the Closing Final Maturity Date, but no more than once during any calendar quarter, increase the Total Commitment under this Agreement, in incremental amounts of $10,000,000, by an aggregate amount not in excess of $500,000,000 for all such increases by either requesting a Bank or Banks to increase its Commitment or Commitments (provided that no Bank shall be required to agree to any such increase) or by requesting a financial institution that is an Eligible Transferee to become a party to this Agreement (such institution, a "New Bank"), provided that (i) no Event of Default shall have has occurred and is continuing at the time of any such increase, (ii) the Credit Rating shall be continuingeither an Increased Investment Grade Rating or a Maximum Investment Grade Rating at the time of any such increase, (iii) the Borrowers may request an Borrower shall deliver a notice of such increase of the aggregate Commitments by notice to the Administrative Agent in writing of Payments Administrator describing (x) the amount (the “Offered Increase Amount”) of such proposed increase and the Total Commitment after giving effect to such increase and (y) the Bank(s) or New Bank(s) agreeing to such noticeincrease and the amount of each such entity's Commitment after giving effect to such increase, a “and (iv) the Borrower and each such Bank or New Bank shall deliver an Agreement of Commitment Increase Notice”)to the Payments Administrator. Any such Total Commitment Increase Notice must offer each Bank increase will become effective upon (A) in the opportunity to subscribe for its pro rata share case of the increased Commitments; provided, howeverNew Banks only, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered payment to the Banks as contemplated Payments Administrator of a nonrefundable fee of $2,500 and (B) in all cases, the recording by the Payments Administrator of such addition to the Total Commitment in the immediately preceding sentence is not subscribed for by the BanksRegister, the Borrowers may, with Payments Administrator hereby agreeing to effect such recordation no later than three Business Days after its receipt of an Agreement of Commitment Increase. Upon the consent effectiveness of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except 1.16, (x) the New Bank, if any, will become a "Bank" for all purposes of this Agreement and the other Credit Documents with a Commitment as so recorded by the Payments Administrator in its sole discretionthe Register and (y) the Borrower shall issue to the respective Bank or New Bank a new Note. The Payments Administrator will prepare on the last Business Day of each calendar quarter during which an increase has become effective pursuant to this Section 1.16 a new Annex I hereto giving effect to all such increases effected during such quarter and will promptly provide same to the Borrower and each of the Banks.

Commitment Increases. (a) At any time after the Closing Date, provided PROVIDED that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”"OFFERED INCREASE AMOUNT") of such proposed increase (such notice, a “Commitment Increase Notice”"COMMITMENT INCREASE NOTICE"). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; providedPROVIDED, howeverHOWEVER, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 750,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion.

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “"Offered Increase Amount”") of such proposed increase (such notice, a “"Commitment Increase Notice”"). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f)below. If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion.

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuingSubject to Section 4.03, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount Borrower and any one or more Lenders (the “Offered Increase Amount”including New Lenders) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, from time to time, without the consent of any other Lender (but with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank solely in the opportunity to subscribe for its pro rata share case of the increased Commitments, offer to any existing Bank or any bank or other financial institution Increasing Lender that is not then a Lender or an existing Affiliate thereof), each Issuing Bank and the opportunity Swingline Lender, each such consent not to be unreasonably withheld, delayed or conditioned) agree that such Lenders (including New Lenders) shall provide additional Commitments or increase the amount of their Commitments (each, a new “Commitment pursuant Increase”, and such Lenders and New Lenders being collectively referred to paragraph as the “Increasing Lenders”) by executing and delivering to the Administrative Agent an Incremental Commitment Activation Notice specifying (bi) below if the amount of such Commitment Increase and (ii) the proposed applicable Incremental Commitment Effective Date. Notwithstanding the foregoing, (A) the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does Increases obtained after the Effective Date shall not exceed $500,000,000 subject to subsection 2.20(f). If any portion and (B) each Commitment Increase shall be in an integral multiple of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is $5,000,000 and not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) belowless than $25,000,000. No Bank has an Lender shall have any obligation to increase its participate in any Commitment pursuant Increase unless it agrees to this Section 2.20 except do so in its sole discretion. Any bank, financial institution or other entity that is an Eligible Assignee (and that has provided to the Administrative Agent an Administrative Questionnaire and any applicable tax forms required under Section 2.16(f) with respect to such entity) that elects to become a “Lender” under this Agreement in connection with any Commitment Increase shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit F-2, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the The Borrowers may request an increase of the aggregate Commitments from time to time (and more than one time), by written notice to the Administrative Agent in writing (which shall promptly deliver a copy to each of the amount Lenders), executed by the Borrowers and one or more financial institutions (any such financial institution referred to in this Section being called an “Augmenting Lender”), which may include any Lender, cause new Commitments to be extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to be increased, as the case may be (the “Offered Increase Amount”) aggregate amount of such proposed increase (such notice, for all Augmenting Lenders on any single occasion being referred to as a “Commitment Increase NoticeIncrease”). Any , in an amount for each Augmenting Lender set forth in such notice; provided that (i) the amount of each Commitment Increase Notice must offer each Bank shall be not less than $10,000,000, except to the opportunity extent necessary to subscribe for its pro rata share utilize the remaining unused amount of increase permitted under this Section 2.25(a) and (ii) the Aggregate Commitment shall not exceed $1,000,000,000 after giving effect to the effectiveness of any Commitment Increase. Each Augmenting Lender (if not then a Lender) shall be subject to the approval of the increased Commitments; providedAgent, however, each Issuing Bank and the Borrowers may, with the consent of the Administrative Agent Swingline Lender (which consent approval shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (bwithheld) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent and shall not be unreasonably withheld or delayed)subject to the approval of any other Lenders, offer and the Company and each Augmenting Lender shall execute all such documentation as the Agent shall reasonably specify to any existing Bank or to one or more additional banks or financial institutions evidence the opportunity to provide all or a portion Commitment of such unsubscribed portion Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of any Commitment Increase together with the increased Commitments pursuant notice of such Commitment Increase being referred to paragraph (b) below. No Bank has an obligation to increase its collectively as the “Commitment pursuant to this Section 2.20 except Increase Amendment” in its sole discretionrespect of such Commitment Increase).

Commitment Increases. (a) At any time and from time to time after the Closing Date, provided that no Event of Default shall have occurred and be continuingdate hereof, the Borrowers Commitment may request be increased either by an increase of the aggregate Commitments Additional Lender establishing a Commitment Amount or by notice to the Administrative Agent in writing of the amount one or more then existing Lenders, at each such Lender’s sole discretion (the “Offered Increase AmountLender”) of increasing its Commitment Amount (each such proposed increase (such noticeby either means, a “Commitment Increase”) provided that no Commitment Increase Notice”). Any shall become effective unless and until the Agent has approved (in its unrestricted discretion) such Commitment Increase, and the Borrower, the Agent and the Additional Lender or the Increase Notice must offer each Bank Lender shall have executed and delivered an amendment with respect to such Commitment Increase. Prior to the opportunity effective date of any Commitment Increase, the Borrower shall issue a Note to subscribe the Additional Lender or, against surrender of its existing Note, to an Increase Lender in the amount of such Lender’s Commitment Amount after giving effect to such Commitment Increase. Such new promissory notes shall constitute a “Note” for its pro rata share the purpose of the Loan Documents. For the avoidance of doubt, and notwithstanding the Agent’s ability to approve or refuse Commitment Increases, no Lender’s Commitment Amount shall be increased Commitments; provided, however, the Borrowers may, with the consent as a result of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), a Commitment Increase without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretionLender’s consent.

Commitment Increases. (a) At Subject to Section 2.15(c) below, the Borrower and any one or more Lenders (including New Lenders (as defined below)) may, from time after to time prior to the Closing Maturity Date, provided that no Event without the consent of Default shall have occurred and be continuingany other Lender, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount Agent, any Swing Line Lender or any L/C Issuer (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, but with the consent of the Administrative Agent Agent, each Swing Line Lender and each L/C Issuer (which consent shall not to be unreasonably withheld withheld, delayed or delayedconditioned) with respect to any New Lender), without offering to each Bank agree that such Lenders shall provide additional Commitments or increase the opportunity to subscribe for its pro rata share amount of the increased their respective Commitments, offer as the case may be (each, a “Commitment Increase”), by executing and delivering to any existing Bank or any bank or other financial institution that is not the Administrative Agent an existing Bank Incremental Commitment Activation Notice specifying (i) the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all such Commitment Increase and (ii) the proposed applicable Incremental Commitment Effective Date. Notwithstanding the foregoing, (A) the Aggregate Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does at any time shall not exceed $500,000,000 subject to subsection 2.20(f). If any portion 1,500,000,000 and (B) each Commitment Increase shall be in an aggregate principal amount of the increased Commitments offered to the Banks as contemplated $10,000,000 or in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent integral multiples of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below$5,000,000 in excess thereof. No Bank has an Lender shall have any obligation to increase its participate in any Commitment pursuant Increase unless it agrees to this Section 2.20 except do so in its sole discretion. Any Person (other than an existing Lender) that elects to become a “Lender” under this Agreement in connection with any Commitment Increase must meet the criteria to be an Eligible Assignee and shall execute and deliver to the Administrative Agent a New Lender Supplement substantially in the form of Exhibit G (each, a “New Lender Supplement”), together with an Administrative Questionnaire and any applicable Tax forms required hereunder with respect to such Person, whereupon such Person (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 375,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion.

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the The Borrowers may request an increase of the aggregate Commitments from time to time (and more than one time), by written notice to the Administrative Agent in writing (which shall promptly deliver a copy to each of the amount Lenders), executed by the Borrowers and one or more financial institutions (any such financial institution referred to in this Section being called an “Augmenting Lender”), which may include any Lender, cause new Commitments to be extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to be increased, as the case may be (the “Offered Increase Amount”) aggregate amount of such proposed increase (such notice, for all Augmenting Lenders on any single occasion being referred to as a “Commitment Increase NoticeIncrease”). Any , in an amount for each Augmenting Lender set forth in such notice; provided that (i) the amount of each Commitment Increase Notice must offer shall be not less than $15,000,000, except to the extent necessary to utilize the remaining unused amount of increase permitted under this Section 2.24(a), and (ii) the Aggregate Commitment shall not exceed $800,000,000 after giving effect to the effectiveness of each Bank Commitment Increase. Each Augmenting Lender (if not then a Lender) shall be subject to the opportunity to subscribe for its pro rata share approval of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent and each Issuing Bank (which consent approval shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (bwithheld) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent and shall not be unreasonably withheld or delayed)subject to the approval of any other Lenders, offer and the Company and each Augmenting Lender shall execute all such documentation as the Agent shall reasonably specify to any existing Bank or to one or more additional banks or financial institutions evidence the opportunity to provide all or a portion Commitment of such unsubscribed portion Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of any Commitment Increase together with the increased Commitments pursuant notice of such Commitment Increase being referred to paragraph (b) below. No Bank has an obligation to increase its collectively as the “Commitment pursuant to this Section 2.20 except Increase Amendment” in its sole discretionrespect of such Commitment Increase).

Commitment Increases. Subject to the terms and conditions set forth herein, upon five (a5) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by Business Days' advance written notice to the Administrative Agent Agent, the Borrower shall have the right, at any time and from time to time from the Closing Date until December 1, 2001, to increase the Revolving Commitment to up to $175,000,000; provided that (i) any such increase shall be in writing a minimum principal amount of $5,000,000 and an integral multiple of $5,000,000 in excess thereof, (ii) if any Revolving Loans are outstanding at the time of any such increase, the Borrower shall make such payments and adjustments on such Revolving Loans (including payment of any break-funding amount owing under Section 2.14) as are necessary to give effect to the revised commitment percentages and commitment amounts of the amount Lenders, (iii) the “Offered Increase Amount”conditions to an Extension of Credit in Section 4.2 shall be satisfied after giving effect to any such increase and (iv) the effective date of such proposed increase shall be a 26 -153- Business Day. It is hereby agreed that no Lender hereunder shall be under any obligation under this Section 2.3(c) to increase its Commitment. The requested Revolving Commitment increase shall be effective on such date only to the extent that, on or before such date, (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of A) the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share have received and accepted a corresponding amount of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment additional Commitment(s) pursuant to paragraph (ba commitment letter(s) below if the aggregate amount of all Commitments made hereunder pursuant acceptable to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as from one or more Lenders acceptable to the Administrative Agent and, with respect to any bank or financial institution Lender that is not at such time a Bank Lender hereunder, to the Borrower, and (which consent shall not be unreasonably withheld or delayedB) each such Lender has executed an agreement in the form of Schedule 2.3 hereto (each such agreement a "New Commitment Agreement"), offer accepted in writing therein by the Administrative Agent and, with respect to any existing Bank or Lender that is not at such time a Lender hereunder, by the Borrower, with respect to one or more the additional banks or financial institutions the opportunity to provide all or a portion Commitment of such unsubscribed portion Lender. Upon the effectiveness of the Revolving Commitment increase, the Administrative Agent shall replace Schedule 2.1(a) with a new schedule to reflect any increased Commitments pursuant to paragraph (b) belowof the Lenders and/or any new Lenders. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion2.

Commitment Increases. (a) At In the event that the Borrower wishes to increase the Total Commitments at any time after the Closing Date, provided that when no Default or Event of Default shall have has occurred and be continuingis continuing (or shall result of such increase) and subject to obtaining all necessary regulatory approvals, it shall notify the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Designated Agent in writing writing, given not more frequently than once per calendar year, of the amount (the “Revolving Credit Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”)) which shall be in a minimum amount equal to $10,000,000 and shall not exceed, in the aggregate for all increases, $500,000,000. Any such Commitment Increase Notice must The Borrower shall offer each Bank of the Lenders the opportunity to subscribe for its pro rata share provide such Lender’s Percentage of the increased Commitments; providedRevolving Credit Offered Increase Amount, howeverand if any Lender declines such offer, in whole or in part, the Borrowers may, Borrower may offer such declined amount to (i) other Lenders with the consent of the Administrative Agent Issuing Lenders (which consent consents of the Issuing Lenders shall not be unreasonably withheld withheld, conditioned or delayed)) and/or (ii) other banks, without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank financial institutions or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, entities with the consent of the Administrative Designated Agent as to any bank or financial institution that is not at such time a Bank and the Issuing Lenders (which consent consents of the Designated Agent and the Issuing Lenders shall not be unreasonably withheld withheld, conditioned or delayed). The Commitment Increase Notice shall specify the Lenders and/or banks, offer to any existing Bank or to one or more additional banks or financial institutions the opportunity or other entities that will be requested to provide all such Revolving Credit Offered Increase Amount. The Borrower or, if requested by the Borrower, the Designated Agent will notify such Lenders, and/or banks, financial institutions or a portion other entities of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretionoffer.

Commitment Increases. (a) At any time after and from time to time, the Closing DateBorrowers may request an increase in the aggregate Revolving Credit Commitments, provided PROVIDED, that (i) the Agent shall consent to any such increase, (ii) the aggregate Revolving Credit Commitments hereunder at no time shall exceed $200,000,000, (iii) an increase in the aggregate Revolving Credit Commitments may only be made when no Default or Event of Default shall have occurred and be continuing, the Borrowers may request ; and (iv) each existing Lender shall be offered an opportunity to share in any requested increase of the aggregate Commitments by Revolving Credit Commitments. In the event that the Borrowers shall desire to increase the aggregate Revolving Credit Commitments, the Borrowers' Agent shall provide written notice thereof to the Administrative Agent Agent, which notice shall constitute an offer to each existing Lender to share in writing the requested increase and shall specify the amount of the amount requested increase, the requested effective date of such increase (the “Offered Increase Amount”) "INCREASE DATE"), and the time period within which each Lender is requested to respond to such offer. Upon receipt of such proposed increase (any such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer the Agent shall promptly notify the Lenders and each Bank Lender shall notify the opportunity to subscribe for its pro rata share of Agent within the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall specified period whether or not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation it agrees to increase its Revolving Credit Commitment. Any Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment. The Agent shall notify the Borrowers' Agent of each Lender's response to each request made hereunder. In the event that any Lender agrees to increase its Revolving Credit Commitment, the amount of its Revolving Credit Commitment pursuant shall be set at a level agreed to by the Borrowers and such Lender, and the Borrowers, the Agent and each such Lender shall enter into an amendment to this Section 2.20 except in Agreement setting forth the amount of such Lender's Revolving Credit Commitment, as so increased and evidencing such Lender's agreement to increase its sole discretionRevolving Credit Commitment. No such amendment shall require the approval or consent of any Lender whose Revolving Commitment is not being increased.

Commitment Increases. (a) At The Parent Borrower may from time to time (but not more than three times in any time after the Closing Datecalendar year), provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by written notice to the Administrative Agent in writing (which shall promptly deliver a copy to each of the amount Lenders and each Issuing Bank), executed by the Parent Borrower and one or more financial institutions (any such financial institution referred to in this Section 2.18 being called an “Augmenting Lender”), which may include any Lender at such Lender’s sole discretion, cause new Revolving Commitments or additional Term Loans or one or more tranches of additional term loans (each an “Incremental Term Loan”) to be extended by the Augmenting Lenders or cause the existing Revolving Commitments of the Augmenting Lenders to be increased, as the case may be (the “Offered Increase Amount”) aggregate amount of such proposed extension of Revolving Commitments or increase (such notice, in the existing Revolving Commitments for all Augmenting Lenders on any single occasion being referred to as a “Commitment Increase”; and any Commitment Increase Noticeor issuance of Incremental Term Loans on any single occasion, each, an “Increase”), in an amount for each Augmenting Lender set forth in such notice; provided that (i) the amount of each Increase shall be not less than US$25,000,000, except to the extent necessary to utilize the remaining unused amount of increase permitted under this Section 2.18(a), and (ii) the aggregate amount of all the Increases shall not exceed US$1,000,000,000. Any such Commitment Increase Notice must offer each Bank Each Augmenting Lender (if not then a Lender) shall be subject to the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent approval of the Administrative Agent and, in the case of a Commitment Increase, each Issuing Bank (which consent approval shall not be unreasonably withheld or delayed) and shall not be subject to the approval of any other Lenders, and Xxxxx Xxxxx, the Parent Borrower and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence the Revolving Commitment or Incremental Term Loans of such Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of any Increase together with the notice of such Increase being referred to collectively as the “Increase Amendment” in respect of such Increase). The Increase Amendment may, without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of any other Lenders, effect such amendments to this Agreement as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent as Agent, to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions effect the opportunity to provide all or a portion provisions of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion2.18.

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Revolving Commitments in an aggregate amount up to $200,000,000 by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Revolving Commitment Increase Notice”). Any such Revolving Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Revolving Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Revolving Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Revolving Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f)below. If any portion of the increased Revolving Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Revolving Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion.

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the The Borrowers may request an increase of the aggregate Commitments from time to time (and more than one time), by written notice to the Administrative Agent in writing (which shall promptly deliver a copy to each of the amount Lenders), executed by the Borrowers and one or more financial institutions (any such financial institution referred to in this Section being called an “Augmenting Lender”), which may include any Lender, cause new Commitments to be extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to be increased, as the case may be (the “Offered Increase Amount”) aggregate amount of such proposed increase (such notice, for all Augmenting Lenders on any single occasion being referred to as a “Commitment Increase NoticeIncrease”). Any , in an amount for each Augmenting Lender set forth in such notice; provided that (i) the amount of each Commitment Increase Notice must offer each Bank shall be not less than $10,000,000, except to the opportunity extent necessary to subscribe for its pro rata share utilize the remaining unused amount of increase permitted under this Section 2.23(a) and (ii) the Aggregate Commitment shall not exceed $1,200,000,000 after giving effect to the effectiveness of any Commitment Increase. The decision of any Lender to become an Augmenting Lender shall be at the sole discretion of such Lender. Each Augmenting Lender shall be subject to the approval of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent and each Issuing Bank (which consent approval shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent and shall not be unreasonably withheld or delayed)subject to the approval of any other Lenders, offer and the Company and each Augmenting Lender shall execute all such documentation as the Agent shall reasonably specify to any existing Bank or to one or more additional banks or financial institutions evidence the opportunity to provide all or a portion Commitment of such unsubscribed portion Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of any Commitment Increase together with the increased Commitments pursuant notice of such Commitment Increase being referred to paragraph (b) below. No Bank has an obligation to increase its collectively as the “Commitment pursuant to this Section 2.20 except Increase Amendment” in its sole discretionrespect of such Commitment Increase).

Commitment Increases. (a) At any Notwithstanding anything to the contrary contained in this Agreement, the Borrower may request from time after to time that the Closing Date, Commitments be increased in accordance with this Section 2.23; provided that no Event the aggregate amount of Default all such increases shall have occurred and be continuing, the Borrowers not exceed $500,000,000. The Borrower may (I) request an increase one or more of the aggregate Commitments by notice Lenders to increase the amount of its Commitment (which request shall be in writing and sent to the Administrative Agent to forward to such Lender or Lenders and shall specify the time period within which such Lender or Lenders are requested to respond (which shall in writing no event be less than ten Business Days from the date of the amount (the “Offered Increase Amount”) delivery of such proposed notice to such Lender or Lenders)); provided that the Borrower shall notify the Administrative Agent and each Issuing Lender of any such increase and/or (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, II) with the consent of the Administrative Agent and each Issuing Lender (which consent consents of the Administrative Agent and each Issuing Lender shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe arrange for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions not a party hereto (a “New Lender”) to become parties to and Lenders under this Agreement. In no event may any Lender’s Commitment be increased without the opportunity to provide all or a portion prior written consent of such unsubscribed portion Lender. The failure of any Lender to respond to the Borrower’s request for an increase within the specified time period shall be deemed a rejection by such Lender of the Borrower’s request. The Total Commitment may not be increased Commitments pursuant to paragraph (b) belowif, at the time of any proposed increase hereunder, a Default or Event of Default has occurred and is continuing. No Bank has an obligation Upon any request by the Borrower to increase its Commitment pursuant the Total Commitment, the Borrower shall be deemed to this Section 2.20 except in its sole discretionhave represented and warranted on and as of the date of such request that no Default or Event of Default has occurred and is continuing.

Commitment Increases. (a) At any time after the Closing Date, provided that So long as no Default or Event of Default exists or would arise therefrom, the Borrower shall have occurred the right at any time, and be continuingfrom time to time, the Borrowers may to request an increase of the aggregate Commitments by notice to an amount not to exceed $700,000,000. Any such requested increase shall be first made to all existing Lenders on a pro rata basis. To the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the Administrative Agent amount requested by the Borrower, the Agent, in writing consultation with the Borrower, will use its reasonable efforts to arrange for other Persons to become a Lender hereunder and to issue commitments in an amount equal to the amount of the amount increase in the Commitments requested by the Borrower and not accepted by the existing Lenders (the “Offered Increase Amount”) of each such proposed increase (such noticeby either means, a “Commitment Increase NoticeIncrease,” and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; , provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Borrowers mayBorrower, with and (ii) any Additional Commitment Lender which is not an existing Lender shall be subject to the consent approval of the Administrative Agent and the Borrower (which consent approval shall not be unreasonably withheld or delayedwithheld), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide . Each Commitment Increase shall be in a new Commitment pursuant to paragraph (b) below if the aggregate minimum amount of all Commitments made hereunder pursuant to this proviso which will be $50,000,000 and in effect when such new Commitment becomes effective does not exceed increments of $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated 25,000,000 in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretionexcess thereof.

Commitment Increases. (a) At The Borrower and any one or more Lenders (each of which will be entitled to agree or decline to participate in its sole discretion) (including Additional Lenders, if applicable) may from time after to time agree that such Lenders shall obtain or increase the amount of their Revolving Commitments (any such increase in Revolving Commitments, an “Incremental Revolving Commitment”), as applicable, in an aggregate amount not to exceed $235,000,000, by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such increase (which shall be in an amount not less than $10,000,000 and, if greater, in increments of $1,000,000 in excess thereof and (ii) the applicable Increased Facility Closing Date; provided, provided that (1) no Revolving Commitment of any Lender shall be increased without the consent of such Lender, which shall be given or withheld in its sole discretion; (2) no Default or Event of Default shall have occurred and be continuingcontinuing at the time of such request or after giving effect to any Incremental Revolving Commitment or Loan in respect of any Incremental Revolving Commitment, as the case may be; (3) the representations and warranties set forth in Section 4 shall be true and correct in all material respects immediately prior to, and after giving effect to, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date and (y) to the extent that such representation and warranty that is qualified as to “materiality,” “material adverse effect” or similar language shall be true in all respects (after giving effect to such qualification therein), the Borrowers may request an incurrence of any Incremental Revolving Commitment; (4) such Incremental Revolving Commitments shall have the same terms and conditions as are applicable to the Revolving Commitments; and (5) all fees and expenses in respect of such increase of the aggregate Commitments by notice owing to the Administrative Agent and the Lenders, if any, shall have been paid. The Borrower may seek commitments in writing respect of the amount (the “Offered Increase Amount”) of such proposed increase (such noticeany Incremental Revolving Commitments from one or more additional banks, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer financial institutions and other institutional lenders, other than an Ineligible Assignee, in each Bank the opportunity case, reasonably satisfactory to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent each an “Additional Lender”); provided, that the new Revolving Commitment of each Additional Lender shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed at least $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion1,000,000.

Commitment Increases. (a) At any time after the Closing Date, provided PROVIDED that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”"OFFERED INCREASE AMOUNT") of such proposed increase (such notice, a “Commitment Increase Notice”"COMMITMENT INCREASE NOTICE"). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; providedPROVIDED, howeverHOWEVER, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 1,500,000,000 subject to subsection 2.20(f2.21(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion.

Commitment Increases. (a) At Mondelēz may from time to time (but not more than three times in any time after the Closing Datecalendar year), provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by written notice to the Administrative Agent in writing (which shall promptly deliver a copy to each of the amount Lenders), executed by Mondelēz and one or more financial institutions (any such financial institution referred to in this Section 2.18 being called an “Augmenting Lender”), which may include any Lender, cause new Commitments to be extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to be increased, as the case may be (the “Offered Increase Amount”) aggregate amount of such proposed increase (such notice, for all Augmenting Lenders on any single occasion being referred to as a “Commitment Increase NoticeIncrease”). Any , in an amount for each Augmenting Lender set forth in such notice; provided that (i) the amount of each Commitment Increase Notice must offer each Bank shall be not less than $25,000,000, except to the opportunity extent necessary to subscribe for its pro rata share utilize the remaining unused amount of increase permitted under this Section 2.18(a), and (ii) the aggregate amount of the increased Commitments; provided, however, Commitment Increases shall not exceed $500,000,000. Each Augmenting Lender (if not then a Lender) shall be subject to the Borrowers may, with the consent approval of the Administrative Agent (which consent approval shall not be unreasonably withheld or delayed) and shall not be subject to the approval of any other Lenders, and Mondelēz and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence the Commitment of such Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of any Commitment Increase together with the notice of such Commitment Increase being referred to collectively as the “Commitment Increase Amendment” in respect of such Commitment Increase). The Commitment Increase Amendment may, without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of any other Lenders, effect such amendments to this Agreement as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent as Agent, to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions effect the opportunity to provide all or a portion provisions of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion2.18.

Commitment Increases. (a) At The Parent Borrower may from time to time (but not more than three times in any time after the Closing Datecalendar year), provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by written notice to the Administrative Agent in writing (which shall promptly deliver a copy to each of the amount Lenders and each Issuing Bank), executed by the Parent Borrower and one or more financial institutions (any such financial institution referred to in this Section 2.18 being called an “Augmenting Lender”), which may include any Lender at such Lender’s sole discretion, cause new Revolving Commitments or additional Term Loans or one or more tranches of additional term loans (each an “Incremental Term Loan”) to be extended by the Augmenting Lenders or cause the existing Revolving Commitments of the Augmenting Lenders to be increased, as the case may be (the “Offered Increase Amount”) aggregate amount of such proposed extension of Revolving Commitments or increase (such notice, in the existing Revolving Commitments for all Augmenting Lenders on any single occasion being referred to as a “Commitment Increase”; and any Commitment Increase Noticeor issuance of Incremental Term Loans on any single occasion, each, an “Increase”), in an amount for each Augmenting Lender set forth in such notice; provided that (i) the amount of each Increase shall be not less than US$25,000,000, except to the extent necessary to utilize the remaining unused amount of increase permitted under this Section 2.18(a), and (ii) the aggregate amount of all the Increases shall not exceed US$1,000,000,000. Any such Commitment Increase Notice must offer each Bank Each Augmenting Lender (if not then a Lender) shall be subject to the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent approval of the Administrative Agent and, in the case of a Commitment Increase, each Issuing Bank and each Swingline Lender (which consent approval shall not be unreasonably withheld or delayed) and shall not be subject to the approval of any other Lenders, and Xxxxx Xxxxx, the Parent Borrower and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence the Revolving Commitment or Incremental Term Loans of such Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of any Increase together with the notice of such Increase being referred to collectively as the “Increase Amendment” in respect of such Increase). The Increase Amendment may, without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of any other Lenders, effect such amendments to this Agreement as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent as Agent, to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions effect the opportunity to provide all or a portion provisions of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion2.18.

Commitment Increases. (a) At The Banks hereby acknowledge and agree that the Borrower may at any time after prior to the Closing Commitment Expiry Date, but no more than once during any calendar quarter, increase the Total Commitment under this Agreement, in incremental amounts of $10,000,000, by an aggregate amount not in excess of $500,000,000 for all such increases by either requesting a Bank or Banks to increase its Commitment or Commitments (provided that no Bank shall be required to agree to any such increase) or by requesting a financial institution that is an Eligible Transferee to become a party to this Agreement (such institution, a "New Bank"), PROVIDED that (i) no Event of Default shall have has occurred and is continuing at the time of any such increase, (ii) the Credit Rating shall be continuingeither an Increased Investment Grade Rating or a Maximum Investment Grade Rating at the time of any such increase, (iii) the Borrowers may request an Borrower shall deliver a notice of such increase of the aggregate Commitments by notice to the Administrative Agent in writing of Payments Administrator describing (x) the amount (the “Offered Increase Amount”) of such proposed increase and the Total Commitment after giving effect to such increase and (y) the Bank(s) or New Bank(s) agreeing to such noticeincrease and the amount of each such entity's Commitment after giving effect to such increase, a “and (iv) the Borrower and each such Bank or New Bank shall deliver an Agreement of Commitment Increase Notice”)to the Payments Administrator. Any such Total Commitment Increase Notice must offer each Bank increase will become effective upon (A) in the opportunity to subscribe for its pro rata share case of the increased Commitments; provided, howeverNew Banks only, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered payment to the Banks as contemplated Payments Administrator of a nonrefundable fee of $2,500 and (B) in all cases, the recording by the Payments Administrator of such addition to the Total Commitment in the immediately preceding sentence is not subscribed for by the BanksRegister, the Borrowers may, with Payments Administrator hereby agreeing to effect such recordation no later than three Business Days after its receipt of an Agreement of Commitment Increase. Upon the consent effectiveness of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except 1.16, (x) each New Bank, if any, will become a "Bank" for all purposes of this Agreement and the other Credit Documents with a Commitment as so recorded by the Payments Administrator in its sole discretionthe Register and (y) the Borrower shall issue to the respective Bank or New Bank a new Note. The Payments Administrator will prepare on the last Business Day of each calendar quarter during which an increase has become effective pursuant to this Section 1.16 a new Annex I hereto giving effect to all such increases effected during such quarter and will promptly provide same to the Borrower and each of the Banks.

Commitment Increases. (a) At any time after Subject to the Closing Dateterms and conditions set forth herein, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by upon 30 days' advance written notice to the Administrative Agent in writing Agent, the Company shall have the right, at any time and from time to time from the Closing Date until the termination of the Aggregate Revolving Credit Commitment (but no more than once a year, with each year for purposes hereof being deemed to begin at Closing or an anniversary thereof), to increase the Aggregate Revolving Credit Commitment to up to $400,000,000; provided that (i) the 364 Day Facility Commitment and the Five Year Facility Commitment shall be increased on a pro rata basis, (ii) any such increase shall be in a minimum principal amount of $15,000,000 and an integral multiple of $5,000,000 in excess thereof, (iii) if any Revolving Credit Loans are outstanding under a Credit Facility at the “Offered Increase Amount”time of any such increase, the Company shall make such payments and adjustments on such Revolving Credit Loans (including payment of any break-funding amount owing under Section 4.9) as are necessary to give effect to the revised commitment percentages and commitment amounts of the Lenders and (iv) the conditions to an Extension of Credit in Sections 5.2 shall be satisfied after giving effect to any such increase. An increase in the Credit Facility hereunder shall be subject to satisfaction of the following: (A) the amount of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered first to the Banks as contemplated in existing Lenders, (B) each existing Lender shall have the immediately preceding sentence is right, but not subscribed for by the Banksobligation, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer commit to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of the proposed increase to the respective Credit Facilities on a pro rata basis (based on its then existing Commitments), (C) in the event the additional commitments which such unsubscribed existing Lenders are willing to take shall exceed the amount requested by the Company, then additional commitments shall be allocated in proportion to the commitments of such existing Lenders willing to take additional commitments and (D) if the amount of the additional commitments requested by the Company shall exceed the additional commitments which the existing Lenders under such facility are willing to take, then the Company may invite other commercial banks and financial institutions reasonably acceptable to the Administrative Agent to join this Agreement as Lenders hereunder for the portion of commitments not taken by such existing Lenders, provided that (i) the increased Commitments pursuant minimum commitment of each such institution equals or exceeds the smallest Commitment of an existing Lender prior to paragraph the increase to the Credit Facility and (bii) below. No Bank has an obligation such institutions shall enter into such joinder agreements to increase its Commitment pursuant to this Section 2.20 except in its sole discretion.give effect thereto as the Administrative Agent and/or the Company may

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the The Borrowers may request an increase of the aggregate Commitments from time to time (and more than one time), by written notice to the Administrative Agent in writing (which shall promptly deliver a copy to each of the amount Lenders), executed by the Borrowers and one or more financial institutions (any such financial institution referred to in this Section being called an “Augmenting Lender”), which may include any Lender, cause new Commitments to be extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to be increased, as the case may be (the “Offered Increase Amount”) aggregate amount of such proposed increase (such notice, for all Augmenting Lenders on any single occasion being referred to as a “Commitment Increase NoticeIncrease”). Any , in an amount for each Augmenting Lender set forth in such notice; provided that (i) the amount of each Commitment Increase Notice must offer each Bank shall be not less than $10,000,000, except to the opportunity extent necessary to subscribe for its pro rata share utilize the remaining unused amount of increase permitted under this Section 2.26(a) and (ii) the Aggregate Commitment shall not exceed $1,300,000,000 after giving effect to the effectiveness of any Commitment Increase. The decision of any Lender to become an Augmenting Lender shall be at the sole discretion of such Lender. Each Augmenting Lender shall be subject to the approval of the increased Commitments; providedAgent, however, each Issuing Bank and the Borrowers may, with the consent of the Administrative Agent Swingline Lender (which consent approval shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent and shall not be unreasonably withheld or delayed)subject to the approval of any other Lenders, offer and the Company and each Augmenting Lender shall execute all such documentation as the Agent shall reasonably specify to any existing Bank or to one or more additional banks or financial institutions evidence the opportunity to provide all or a portion Commitment of such unsubscribed portion Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of any Commitment Increase together with the increased Commitments pursuant notice of such Commitment Increase being referred to paragraph (b) below. No Bank has an obligation to increase its collectively as the “Commitment pursuant to this Section 2.20 except Increase Amendment” in its sole discretionrespect of such Commitment Increase).

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the The Borrowers may request an increase of the aggregate Commitments from time to time (and more than one time), by written notice to the Administrative Agent in writing (which shall promptly deliver a copy to each of the amount Lenders), executed by the Borrowers and one or more financial institutions (any such financial institution referred to in this Section being called an “Augmenting Lender”), which may include any Lender, cause new Commitments to be extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to be increased, as the case may be (the “Offered Increase Amount”) aggregate amount of such proposed increase (such notice, for all Augmenting Lenders on any single occasion being referred to as a “Commitment Increase NoticeIncrease”). Any , in an amount for each Augmenting Lender set forth in such notice; provided that (i) the amount of each Commitment Increase Notice must offer each Bank shall be not less than $10,000,000, except to the opportunity extent necessary to subscribe for its pro rata share utilize the remaining unused amount of increase permitted under this Section 2.23(a) and (ii) the Aggregate Commitment shall not exceed $1,300,000,000 after giving effect to the effectiveness of any Commitment Increase. The decision of any Lender to become an Augmenting Lender shall be at the sole discretion of such Lender. Each Augmenting Lender shall be subject to the approval of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent and each Issuing Bank (which consent approval shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent and shall not be unreasonably withheld or delayed)subject to the approval of any other Lenders, offer and the Company and each Augmenting Lender shall execute all such documentation as the Agent shall reasonably specify to any existing Bank or to one or more additional banks or financial institutions evidence the opportunity to provide all or a portion Commitment of such unsubscribed portion Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of any Commitment Increase together with the increased Commitments pursuant notice of such Commitment Increase being referred to paragraph (b) below. No Bank has an obligation to increase its collectively as the “Commitment pursuant to this Section 2.20 except Increase Amendment” in its sole discretionrespect of such Commitment Increase).

Commitment Increases. (a) At any Notwithstanding anything to the contrary contained in this Agreement, the Borrower may request from time after to time that the Closing Date, Commitments be increased in accordance with this Section 2.23; provided that no Event the aggregate amount of Default all such increases shall have occurred and be continuing, the Borrowers not exceed $250,000,000. The Borrower may (I) request an increase one or more of the aggregate Commitments by notice Lenders to increase the amount of its Commitment (which request shall be in writing and sent to the Administrative Agent to forward to such Lender or Lenders and shall specify the time period within which such Lender or Lenders are requested to respond (which shall in writing no event be less than ten Business Days from the date of the amount (the “Offered Increase Amount”) delivery of such proposed notice to such Lender or Lenders); provided that the Borrower shall notify the Administrative Agent and each Issuing Lender of any such increase and/or (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, II) with the consent of the Administrative Agent and each Issuing Lender (which consent consents of the Administrative Agent and each Issuing Lender shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe arrange for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions not a party hereto (a “New Lender”) to become parties to and Lenders under this Agreement. In no event may any Lender’s Commitment be increased without the opportunity to provide all or a portion prior written consent of such unsubscribed portion Lender. The failure of any Lender to respond to the Borrower’s request for an increase within the specified time period shall be deemed a rejection by such Lender of the Borrower’s request. The Total Commitment may not be increased Commitments pursuant to paragraph (b) belowif, at the time of any proposed increase hereunder, a Default or Event of Default has occurred and is continuing. No Bank has an obligation Upon any request by the Borrower to increase its Commitment pursuant the Total Commitment, the Borrower shall be deemed to this Section 2.20 except in its sole discretionhave represented and warranted on and as of the date of such request that no Default or Event of Default has occurred and is continuing.

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the The Borrowers may request an increase of the aggregate Commitments from time to time (and more than one time), by written notice to the Administrative Agent in writing (which shall promptly deliver a copy to each of the amount Lenders), executed by the Borrowers and one or more financial institutions (any such financial institution referred to in this Section being called an “Augmenting Lender”), which may include any Lender, cause new Commitments to be extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to be increased, as the case may be (the “Offered Increase Amount”) aggregate amount of such proposed increase (such notice, for all Augmenting Lenders on any single occasion being referred to as a “Commitment Increase NoticeIncrease”). Any , in an amount for each Augmenting Lender set forth in such notice; provided that (i) the amount of each Commitment Increase Notice must offer shall be not less than $15,000,000, except to the extent necessary to utilize the remaining unused amount of increase permitted under this Section 2.25(a), (ii) the Aggregate Commitment together with the “Aggregate Commitment” under the Supplemental Credit Agreement shall not exceed $1,300,000,000 after giving effect to the effectiveness of each Bank Commitment Increase and (iii) the opportunity Aggregate Commitment under this Agreement shall not exceed $1,150,000,000 at any time prior to subscribe for its pro rata share the termination of the increased Commitments; provided, however, Non-Extended Commitments on the Borrowers may, with Commitment Termination Date. Each Augmenting Lender (if not then a Lender) shall be subject to the consent approval of the Administrative Agent and each Issuing Bank (which consent approval shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (bwithheld) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent and shall not be unreasonably withheld or delayed)subject to the approval of any other Lenders, offer and the Company and each Augmenting Lender shall execute all such documentation as the Agent shall reasonably specify to any existing Bank or to one or more additional banks or financial institutions evidence the opportunity to provide all or a portion Commitment of such unsubscribed portion Augmenting Lender and/or its status as a Consenting Lender hereunder (such documentation in respect of any Commitment Increase together with the increased Commitments pursuant notice of such Commitment Increase being referred to paragraph (b) below. No Bank has an obligation to increase its collectively as the “Commitment pursuant to this Section 2.20 except Increase Amendment” in its sole discretionrespect of such Commitment Increase).

Commitment Increases. (a) At (a) The Company may at any time after and from time to time, by written agreement executed by the Closing Date, provided Company and one or more financial institutions that no Event of Default shall have occurred and be continuing, the Borrowers may request is an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount Eligible Assignee (the any such financial institution being called an “Offered Increase AmountIncreasing Lender”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity and delivered to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayedpromptly deliver a copy to each of the Lenders), without offering to each Bank the opportunity to subscribe for its pro rata share cause Commitments of the Increasing Lenders to be increased (or cause the Increasing Lenders to extend new Commitments, offer to ) in an amount for each Increasing Lender set forth in such agreement; provided that (i) no Lender shall have any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 paragraph, (ii) the aggregate amount of all new Commitments and increases in existing Commitments becoming effective under this paragraph since the Closing Date shall not exceed US$150,000,000, (iii) each Increasing Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned) and (iv) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Company (an “Accession Agreement”). Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party (and the effectiveness of the new Commitment of such Lender in accordance with this paragraph), such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder. New Commitments and increases in Commitments shall become effective on the date specified in the applicable [[6069954]] agreement delivered pursuant to this paragraph (which date shall be at least five Business Days after the date of delivery of such notice, unless otherwise agreed by the Administrative Agent); provided that no increase in the Commitments (or in the Commitment of any Lender) pursuant to this paragraph shall become effective unless (A) the Administrative Agent shall have received documents consistent with those delivered under Sections 4.01(b) and 4.01(c), if requested by the Administrative Agent, (B) on the effective date of such increase, the representations and warranties of the Company set forth in this Agreement shall be true and correct (x) in the case of the representations and warranties qualified as to materiality, in all respects and (y) otherwise, in all material respects, in each case on and as of the date of such effectiveness, except in its sole discretionthe case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date, (C) on the effective date of such increase, no Default shall have occurred and be continuing immediately prior to or immediately after giving effect thereto and (D) the Administrative Agent shall have received a certificate dated such date and executed by a Responsible Officer of the Company to the effect that the conditions set forth in clauses (B) and (C) above shall have been satisfied. The Administrative Agent shall notify the Company and the Lenders of the effective date of the increase in the Commitments pursuant to this paragraph (the “Increase Effective Date”), and such notice shall be conclusive and binding.

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuingSubject to Section 4.03, the Borrowers may request an increase Borrower and any one or more Lenders (including New Lenders (as defined below)) may, from time to time, without the consent of the aggregate Commitments by notice to any other Lender, the Administrative Agent in writing of the amount or any Issuing Bank (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, but with the consent of the Administrative Agent and each Issuing Bank (which consent shall not to be unreasonably withheld withheld, delayed or delayedconditioned) with respect to any New Lender), without offering agree that such Lenders (including New Lenders) shall provide additional Commitments or increase the amount of their Commitments (each, a “Commitment Increase”, and such Lenders and New Lenders being collectively referred to each Bank as the opportunity “Increasing Lenders”) by executing and delivering to subscribe for its pro rata share the Administrative Agent an Incremental Commitment Activation Notice specifying (i) the amount of such Commitment Increase and (ii) the increased Commitmentsproposed applicable Incremental Commitment Effective Date. Notwithstanding the foregoing, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (bA) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does Increases obtained after the Effective Date shall not exceed $500,000,000 subject to subsection 2.20(f). If any portion and (B) each Commitment Increase shall be in an integral multiple of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is $5,000,000 and not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) belowless than $25,000,000. No Bank has an Lender shall have any obligation to increase its participate in any Commitment pursuant Increase unless it agrees to this Section 2.20 except do so in its sole discretion. Any bank, financial institution or other entity that is eligible to be an assignee under Section 9.04 (and has provided to the Administrative Agent an Administrative Questionnaire and any applicable tax forms required under Section 2.16(f) with respect to such entity) that elects to become a “Lender” under this Agreement in connection with any Commitment Increase shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit F-2, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.

Commitment Increases. (a) At The Borrower and any one or more Lenders (each of which will be entitled to agree or decline to participate in its sole discretion) (including Additional Lenders, if applicable) may from time after to time agree that such Lenders shall obtain or increase the amount of their Revolving Commitments (any such increase in Revolving Commitments, an “Incremental Revolving Commitment”), as applicable, in an aggregate amount not to exceed $385,000,000, by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such increase (which shall be in an amount not less than $10,000,000 and, if greater, in increments of $1,000,000 in excess thereof and (ii) the applicable Increased Facility Closing Date; provided, provided that (1) after giving effect to all Incremental Revolving Commitments, the aggregate principal amount of all Revolving Commitments (including all such Incremental Revolving Commitments) under the Facility shall not exceed $2,000,000,000 at any time, (2) no Revolving Commitment of any Lender shall be increased without the consent of such Lender, which shall be given or withheld in its sole discretion; (23) no Default or Event of Default shall have occurred and be continuingcontinuing at the time of such request or after giving effect to any Incremental Revolving Commitment or Loan in respect of any Incremental Revolving Commitment, as the case may be; (34) the representations and warranties set forth in Section 4 shall be true and correct in all material respects immediately prior to, and after giving effect to, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date and (y) to the extent that such representation and warranty that is qualified as to “materiality,” “material adverse effect” or similar language shall be true in all respects (after giving effect to such qualification therein), the Borrowers may request an incurrence of any Incremental Revolving Commitment; (45) such Incremental Revolving Commitments shall have the same terms and conditions as are applicable to the Revolving Commitments; and (56) all fees and expenses in respect of such increase of the aggregate Commitments by notice owing to the Administrative Agent and the Lenders, if any, shall have been paid. The Borrower may seek commitments in writing respect of the amount (the “Offered Increase Amount”) of such proposed increase (such noticeany Incremental Revolving Commitments from one or more additional banks, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer financial institutions and other institutional lenders, other than an Ineligible Assignee, in each Bank the opportunity case, reasonably satisfactory to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent each an “Additional Lender”); provided, that the new Revolving Commitment of each Additional Lender shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed at least $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion1,000,000.

Commitment Increases. (a) At In the event that the Borrower wishes to increase the Total Commitments at any time after the Closing Amendment No. 23 Effective Date, provided that when no Default or Event of Default shall have has occurred and be continuingis continuing (or shall result of such increase) and subject to obtaining all necessary regulatory approvals, it shall notify the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Designated Agent in writing writing, given not more frequently than once per calendar year, of the amount (the “Revolving Credit Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”)) which shall be in a minimum amount equal to $10,000,000 and shall not exceed, in the aggregate for all such increases, $500,000,0001,000,000,000; provided, that for the avoidance of doubt, the transactions contemplated by Amendment No. Any such 1 and Amendment No. 2 shall not be deemed to constitute a Commitment Increase Notice must from the Borrower. The Borrower shall offer each Bank of the Lenders the opportunity to subscribe for its pro rata share provide such Lender’s Percentage of the increased Commitments; providedRevolving Credit Offered Increase Amount, howeverand if any Lender declines such offer, in whole or in part, the Borrowers may, Borrower may offer such declined amount to (i) other Lenders with the consent of the Administrative Agent Issuing Lenders (which consent consents of the Issuing Lenders shall not be unreasonably withheld withheld, conditioned or delayed)) and/or (ii) other banks, without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank financial institutions or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, entities with the consent of the Administrative Designated Agent as to any bank or financial institution that is not at such time a Bank and the Issuing Lenders (which consent consents of the Designated Agent and the Issuing Lenders shall not be unreasonably withheld withheld, conditioned or delayed). The Commitment Increase Notice shall specify the Lenders and/or banks, offer to any existing Bank or to one or more additional banks or financial institutions the opportunity or other entities that will be requested to provide all such Revolving Credit Offered Increase Amount. The Borrower or, if requested by the Borrower, the Designated Agent will notify such Lenders, and/or banks, financial institutions or a portion other entities of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretionoffer.

Commitment Increases. (a) At The Borrower shall have the right, at any time and from time to time after the Closing Effective Date, to increase the Commitments and the Alternate Currency Sublimit by a proportionate amount pursuant to this Section 2.05 subject to the restrictions of subsection 2.05(d) below (any such increase (including the proportionate increase in the Alternate Currency Sublimit), a “Commitment Increase”); provided that (i) no Default or Event of Default shall have has occurred and is continuing on the date of the Commitment Increase or shall result from the proposed Commitment Increase and (ii) the representations and warranties contained in Section 5.01 shall be continuingtrue and correct in all material respects on and as of the date of the Commitment Increase as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date). In the Borrowers may request an event that the Borrower wishes to increase of the aggregate Commitments by notice to at any time, the Administrative Borrower shall notify the Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all any such initial increase in the Commitment shall be at least $500,000,000, and, any subsequent increases in the Commitments made hereunder shall be in increments of at least $100,000,000 thereafter. The Borrower shall (x) first, offer the existing Lenders the opportunity to participate in such increase of their Commitments among such existing Lenders to provide the Offered Increase Amount pursuant to this proviso which will subsection 2.05(c), and each Lender shall, within 5 days after receipt of such notice (or such other period as may be in effect when specified by the Agent and the Borrower), notify the Agent whether it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its pro rata amount of such new Commitment becomes effective does requested increase (and any Lender not exceed $500,000,000 subject responding within such time period shall be deemed to subsection 2.20(f). If any portion of the increased Commitments offered have declined to increase its Commitment) and (y) second, to the Banks extent that Commitment increases are not agreed to by existing Lenders under clause (x) (as contemplated in the immediately preceding sentence is not subscribed for accepted and allocated by the Banks, Agent and the Borrowers may, with the consent of the Administrative Agent Borrower as to any bank or financial institution that is not at such time a Bank (which consent they shall not be unreasonably withheld or delayedagree), offer to any existing Bank or to one or more additional banks or banks, financial institutions or other entities (approved by the Agent, such approval not to be unreasonably withheld) the opportunity to provide participate in all or a portion of such unsubscribed portion of the increased Commitments Offered Increase Amount pursuant to paragraph (b) belowsubsection 2.05(b). No Bank has an obligation Each Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Borrower desires to increase its participate in such Commitment pursuant to this Section 2.20 except in its sole discretionIncrease. The Borrower or, if requested by the Borrower, the Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offer.

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Borrowers Borrower may request an increase of the aggregate Commitments (which increase may be, at the Borrower’s option, in the form of an increase in the Total Revolving Credit Commitments and/or Commitments to make additional Term Loans) in an aggregate amount up to $15,000,000 by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank Lender under each Facility the opportunity to subscribe for its pro rata share of the increased CommitmentsCommitments relating to such Facility; provided, however, that the Borrowers Borrower may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank Lender the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank Lender the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f)below. If any portion of the increased Commitments offered to the Banks Lenders as contemplated in the immediately preceding sentence is not subscribed for by the BanksLenders, the Borrowers Borrower may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank Lender or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion.

Commitment Increases. (a) At any time after the Closing Date, -------------------- provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “"Offered Increase Amount”") of such proposed increase (such notice, a “"Commitment Increase Notice”"). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 750,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion.

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the The Borrowers may request an increase of the aggregate Commitments from time to time (and more than one time), by written notice to the Administrative Agent in writing (which shall promptly deliver a copy to each of the amount Lenders), executed by the Borrowers and one or more financial institutions (any such financial institution referred to in this Section being called an “Augmenting Lender”), which may include any Lender, cause new Commitments to be extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to be increased, as the case may be (the “Offered Increase Amount”) aggregate amount of such proposed increase (such notice, for all Augmenting Lenders on any single occasion being referred to as a “Commitment Increase NoticeIncrease”). Any , in an amount for each Augmenting Lender set forth in such notice; provided that (i) the amount of each Commitment Increase Notice must offer each Bank shall be not less than $10,000,000, except to the opportunity extent necessary to subscribe for its pro rata share utilize the remaining unused amount of increase permitted under this Section 2.23(a) and (ii) the Aggregate Commitment shall not exceed $1,300,000,000 after giving effect to the effectiveness of any Commitment Increase. The decision of any Lender to become an Augmenting Lender shall be at the sole discretion of such Lender. Each Augmenting Lender shall be subject to the approval of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent and each Issuing Bank (which consent approval shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent and shall not be unreasonably withheld or delayed)subject to the approval of any other Lenders, offer and the Borrowers and each Augmenting Lender shall execute all such documentation as the Agent shall reasonably specify to any existing Bank or to one or more additional banks or financial institutions evidence the opportunity to provide all or a portion Commitment of such unsubscribed portion Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of any Commitment Increase together with the increased Commitments pursuant notice of such Commitment Increase being referred to paragraph (b) below. No Bank has an obligation to increase its collectively as the “Commitment pursuant to this Section 2.20 except Increase Amendment” in its sole discretionrespect of such Commitment Increase).

Commitment Increases. (a) At any time after the Closing Second Amendment and Restatement Effective Date, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “"Offered Increase Amount”") of such proposed increase (such notice, a “"Commitment Increase Notice”"). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f)375,000,000. If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion.

Commitment Increases. (a) At any Notwithstanding anything to the contrary contained in this Agreement, the Borrower may request from time after to time that the Closing DateAggregate Commitments be increased by an amount not less than $50,000,000 or a whole multiple of $10,000,000 in excess thereof, provided that no Event of Default shall have occurred and be continuing, the Borrowers Borrower may only request such an increase once in any six-month period and in no event shall the Aggregate Commitments exceed $2,000,000,000. Such increase in the Aggregate Commitments shall be effected as follows: the Borrower may (i) request one or more of the aggregate Commitments by notice Lenders to increase the amount of its Commitment (which request shall be in writing and sent to the Administrative Agent in writing of the amount to forward to such Lender or Lenders) and/or (the ii) arrange for one or more financial institutions not a party hereto (an “Offered Increase AmountOther Lender”) of such proposed increase to become parties to and Lenders under this Agreement, provided that (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of x) the Administrative Agent (shall have approved such Other Lender, which consent approval shall not be unreasonably withheld or delayed)withheld, without offering and (y) after giving effect to each Bank the opportunity such increase, no Lender shall have a Commitment hereunder which exceeds an amount equal to subscribe for its pro rata share 15% of the Aggregate Commitments. In no event may any Lender’s Commitment be increased Commitmentswithout the prior written consent of such Lender, offer and the failure of any Lender to respond to the Borrower’s request for an increase shall be deemed a rejection by such Lender of the Borrower’s request. The Aggregate Commitments may not be increased if, at the time of any existing Bank proposed increase hereunder, a Default or Event of Default has occurred and is continuing. Upon any bank request by the Borrower to increase the Aggregate Commitments hereunder, the Borrower shall be deemed to have represented and warranted on and as of the date of such request that no Default or other financial institution that Event of Default has occurred and is not an existing Bank continuing. Notwithstanding anything contained in this Agreement to the opportunity contrary, no Lender shall have any obligation whatsoever to provide a new Commitment pursuant to paragraph (b) below if increase the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banksits Commitment, the Borrowers mayand each Lender may at its option, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed)unconditionally and without cause, offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation decline to increase its Commitment pursuant to this Section 2.20 except in its sole discretionCommitment.

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuingSubject to Section 4.03, the Borrowers may request an increase Borrower and any one or more Lenders (including New Lenders (as defined below)) may, from time to time, without the consent of the aggregate Commitments by notice to any other Lender, the Administrative Agent in writing of the amount or any Issuing Bank (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, but with the consent of the Administrative Agent and each Issuing Bank (which consent shall not to be unreasonably withheld withheld, delayed or delayedconditioned) with respect to any New Lender), without offering agree that such Lenders shall provide additional Commitments or increase the amount of their Commitments (each, a “Commitment Increase”) by executing and delivering to each Bank the opportunity to subscribe for its pro rata share Administrative Agent an Incremental Commitment Activation Notice specifying (A) the amount of such Commitment Increase and (B) the increased Commitmentsproposed applicable Incremental Commitment Effective Date. Notwithstanding the foregoing, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (bX) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does Increases obtained after the Effective Date shall not exceed $500,000,000 subject to subsection 2.20(f). If any portion and (Y) each Commitment Increase shall be in an integral multiple of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is $5,000,000 and not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) belowless than $25,000,000. No Bank has an Lender shall have any obligation to increase its participate in any Commitment pursuant Increase unless it agrees to this Section 2.20 except do so in its sole discretion. Any entity that is eligible to be an assignee under Section 9.04 (and has provided to the Administrative Agent an Administrative Questionnaire and any applicable tax forms required under Section 2.16(f) with respect to such entity) that elects to become a “Lender” under this Agreement in connection with any Commitment Increase shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit F-2, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.

Commitment Increases. (a) At In the event that the Borrower wishes to increase the aggregate Revolving Credit Commitments and/or Multicurrency Commitments at any time after the Closing Date, provided that no Default or Event of Default shall have has occurred and be is continuing, the Borrowers may request an increase of the aggregate Commitments by notice to it shall notify the Administrative Agent in writing of the amount (the “"Offered Increase Amount”") of such proposed increase (such notice, a “"Commitment Increase Notice”"), provided that (x) increases in the aggregate Revolving Credit Commitments shall be in increments of $50,000,000 up to $1,000,000,000 and (y) in no event shall the Multicurrency Commitment of any Multicurrency Lender exceed the Revolving Credit Commitment of such Multicurrency Lender or the aggregate Multicurrency Commitments of all the Multicurrency Lenders exceed the Aggregate Revolving Credit Commitments. Any such Commitment Increase Notice must The Borrower may, at its election, (i) offer each Bank one or more of the Lenders the opportunity to subscribe for its pro rata share participate in all or a portion of the increased Commitments; provided, however, the Borrowers may, Offered Increase Amount pursuant to subsection (c) below and/or (ii) with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayedwithheld), offer to any existing Bank or to one or more additional banks or banks, financial institutions or other entities the opportunity to provide participate in all or a portion of such unsubscribed portion of the increased Commitments Offered Increase Amount pursuant to paragraph (b) below, provided that no additional bank, financial institution or other entity may obtain a Multicurrency Commitment unless such additional bank, financial institution or other entity shall also obtain a Revolving Credit Commitment in an amount not less than its Multicurrency Commitment. No Bank has an obligation Each Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Borrower desires to increase its Commitment pursuant to this Section 2.20 except participate in its sole discretionsuch commitment increase. The Borrower or, if requested by the Borrower, the Administrative Agent will notify such Lenders, and/or banks, financial institutions or other entities of such offer.

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the The Borrowers may request an increase of the aggregate Commitments from time to time (and more than one time), by written notice to the Administrative Agent in writing (which shall promptly deliver a copy to each of the amount Lenders), executed by the Borrowers and one or more financial institutions (any such financial institution referred to in this Section being called an “Augmenting Lender”), which may include any Lender, cause new Commitments to be extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to be increased, as the case may be (the “Offered Increase Amount”) aggregate amount of such proposed increase (such notice, for all Augmenting Lenders on any single occasion being referred to as a “Commitment Increase NoticeIncrease”). Any , in an amount for each Augmenting Lender set forth in such notice; provided that (i) the amount of each Commitment Increase Notice must offer each Bank shall be not less than $10,000,000, except to the opportunity extent necessary to subscribe for its pro rata share utilize the remaining unused amount of increase permitted under this Section 2.26(a) and (ii) the Aggregate Commitment shall not exceed $1,200,000,000 after giving effect to the effectiveness of any Commitment Increase. The decision of any Lender to become an Augmenting Lender shall be at the sole discretion of such Lender. Each Augmenting Lender shall be subject to the approval of the increased Commitments; providedAgent, however, each Issuing Bank and the Borrowers may, with the consent of the Administrative Agent Swingline Lender (which consent approval shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent and shall not be unreasonably withheld or delayed)subject to the approval of any other Lenders, offer and the Company and each Augmenting Lender shall execute all such documentation as the Agent shall reasonably specify to any existing Bank or to one or more additional banks or financial institutions evidence the opportunity to provide all or a portion Commitment of such unsubscribed portion Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of any Commitment Increase together with the increased Commitments pursuant notice of such Commitment Increase being referred to paragraph (b) below. No Bank has an obligation to increase its collectively as the “Commitment pursuant to this Section 2.20 except Increase Amendment” in its sole discretionrespect of such Commitment Increase).

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “"Offered Increase Amount”") of such proposed increase (such notice, a “"Commitment Increase Notice”"). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment Arrow Electronics Credit Agreement pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f)below. If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion.

Commitment Increases. (a) At The Banks hereby acknowledge and -------------------- agree that the Borrower may at any time after prior to the Closing Commitment Expiry Date, but no more than once during any calendar quarter, increase the Total Commitment under this Agreement, in incremental amounts of $10,000,000, by an aggregate amount not in excess of $500,000,000 for all such increases by either requesting a Bank or Banks to increase its Commitment or Commitments (provided that no Bank shall be required to agree to any such increase) or by requesting a financial institution that is an Eligible Transferee to become a party to this Agreement (such institution, a "New Bank"), provided that (i) no Event of Default shall have has -------- occurred and is continuing at the time of any such increase, (ii) the Credit Rating shall be continuingeither an Increased Investment Grade Rating or a Maximum Investment Grade Rating at the time of any such increase, (iii) the Borrowers may request an Borrower shall deliver a notice of such increase of the aggregate Commitments by notice to the Administrative Agent in writing of Payments Administrator describing (x) the amount (the “Offered Increase Amount”) of such proposed increase and the Total Commitment after giving effect to such increase and (y) the Bank(s) or New Bank(s) agreeing to such noticeincrease and the amount of each such entity's Commitment after giving effect to such increase, a “and (iv) the Borrower and each such Bank or New Bank shall deliver an Agreement of Commitment Increase Notice”)to the Payments Administrator. Any such Total Commitment Increase Notice must offer each Bank increase will become effective upon (A) in the opportunity to subscribe for its pro rata share case of the increased Commitments; provided, howeverNew Banks only, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered payment to the Banks as contemplated Payments Administrator of a nonrefundable fee of $2,500 and (B) in all cases, the recording by the Payments Administrator of such addition to the Total Commitment in the immediately preceding sentence is not subscribed for by the BanksRegister, the Borrowers may, with Payments Administrator hereby agreeing to effect such recordation no later than three Business Days after its receipt of an Agreement of Commitment Increase. Upon the consent effective- ness of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except 1.16, (x) the New Bank, if any, will become a "Bank" for all purposes of this Agreement and the other Credit Documents with a Commitment as so recorded by the Payments Administrator in its sole discretionthe Register and (y) the Borrower shall issue to the respective Bank or New Bank a new Note. The Payments Administrator will prepare on the last Business Day of each calendar quarter during which an increase has become effective pursuant to this Section 1.16 a new Annex I hereto giving effect to all such increases effected during such quarter and will promptly provide same to the Borrower and each of the Banks.

Commitment Increases. (a) At any time after the Closing Second Amendment and Restatement Effective Date, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “"Offered Increase Amount”") of such proposed increase (such notice, a “"Commitment Increase Notice”"). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f)875,000,000. If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion.

Commitment Increases. (a) At any time and from time to time after the Closing DateEffective Date and during the Revolving Credit Period, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice subject to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayedwithheld), without offering and provided that no Default shall have occurred and is continuing, the Total Commitment Amount may be increased either by new Lenders establishing Commitments or by one or more then existing Lenders increasing their Commitments (each such increase by either means, a "Commitment Increase", and each new Lender or each Lender increasing its Commitment, an "Additional Commitment Lender") provided that no Commitment Increase shall become effective unless and until (i) the Borrower, the Agent and the Additional Commitment Lender shall have executed and delivered an agreement substantially in the form of Exhibit H (a "Commitment Increase Supplement") with respect to each Bank the opportunity to subscribe for its pro rata share of the increased Commitmentssuch Commitment -38- 40 Increase, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph and (bii) below if if, after giving effect thereto, the aggregate amount of all the Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not would exceed $500,000,000 subject 100,000,000, such Commitment Increase shall have been consented to subsection 2.20(f). If any portion in writing by each of the increased Commitments offered to other Lenders. On the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Bankseffective date of any such Commitment Increase (each an "Increase Effective Date"), the Borrowers mayAdditional Commitment Lender shall pay to each other Lender the purchase price, as determined in accordance with the consent subsection (b) below, for an assignment of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion other Lender's advances outstanding at such time that, after giving effect to such assignments, the aggregate amount of Revolving Credit Loans of each Lender (including the increased Commitments pursuant Additional Commitment Lender) shall be proportional. Upon payment of such purchase price, each other Lender shall be deemed to paragraph have sold and made such an assignment to such Additional Commitment Lender, and such Additional Commitment Lender shall be deemed to have purchased and assumed such an assignment from each other Lender, on the terms set forth in subsection (b) below. No Bank has Upon the effectiveness of any Commitment Increase, the Borrower shall issue a Note to the Additional Commitment Lender (against surrender of its existing Note in the case of an obligation existing Lender), and to increase its the existing Lenders if necessary, in the amount of such Additional Commitment pursuant Lender's Commitment after giving effect to this Section 2.20 except in its sole discretionsuch Commitment Increase. The Agent is hereby directed to amend Exhibit B hereto on each Increase Effective Date to reflect the Total Commitment Amount and the Commitment of each Lender as of such Increase Effective Date. As of the Increase Effective Date, each Additional Commitment Lender shall be a "Lender" hereunder, and shall have all of the rights and obligations of a Lender hereunder.

Commitment Increases. (a) At any time after the Closing Date, provided that So long as no Default or Event of Default exists or would arise therefrom, the Administrative Borrower shall have occurred the right at any time, and be continuingfrom time to time, the Borrowers may to request an increase of the aggregate Commitments by notice to an amount not to exceed $700,000,000. Any such requested increase shall be first made to all existing Lenders on a pro rata basis. To the extent that one or more of the Existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Administrative Agent Borrower, the Administrative Borrower may seek, and, if requested by the Administrative Borrower, the Agent, in writing consultation with the Administrative Borrower, will use its reasonable efforts to arrange for, other Persons to become a Lender hereunder and to issue commitments in an amount equal to the amount of the amount increase in the Commitments requested by the Administrative Borrower and not accepted by the existing Lenders (the “Offered Increase Amount”) of each such proposed increase (such noticeby either means, a “Commitment Increase NoticeIncrease,” and each Person issuing, or Lender increasing, such Commitment, an “Additional Commitment Lender”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; , provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Borrowers mayAdministrative Borrower, with and (ii) any Additional Commitment Lender which is not an Existing Lender shall be subject to the consent approval of the Agent and the Administrative Agent Borrower (which consent approval shall not be unreasonably withheld or delayedwithheld), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide . Each Commitment Increase shall be in a new Commitment pursuant to paragraph (b) below if the aggregate minimum amount of all Commitments made hereunder pursuant to this proviso which will be $50,000,000 and in effect when such new Commitment becomes effective does not exceed increments of $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated 25,000,000 in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretionexcess thereof.

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the The Borrowers may request an increase of the aggregate Commitments from time to time (and more than one time), by written notice to the Administrative Agent in writing (which shall promptly deliver a copy to each of the amount Lenders), executed by the Borrowers and one or more financial institutions (any such financial institution referred to in this Section being called an “Augmenting Lender”), which may include any Lender, cause new Commitments to be extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to be increased, as the case may be (the “Offered Increase Amount”) aggregate amount of such proposed increase (such notice, for all Augmenting Lenders on any single occasion being referred to as a “Commitment Increase NoticeIncrease”). Any , in an amount for each Augmenting Lender set forth in such notice; provided that (i) the amount of each Commitment Increase Notice must offer each Bank shall be not less than $10,000,000, except to the opportunity extent necessary to subscribe for its pro rata share utilize the remaining unused amount of increase permitted under this Section 2.24(a) and (ii) the Aggregate Commitment shall not exceed $625,000,000 after giving effect to the effectiveness of any Commitment Increase. Each Augmenting Lender (if not then a Lender) shall be subject to the approval of the increased Commitments; providedAgent, however, each Issuing Bank and the Borrowers may, with the consent of the Administrative Agent Swingline Lender (which consent approval shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (bwithheld) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent and shall not be unreasonably withheld or delayed)subject to the approval of any other Lenders, offer and the Company and each Augmenting Lender shall execute all such documentation as the Agent shall reasonably specify to any existing Bank or to one or more additional banks or financial institutions evidence the opportunity to provide all or a portion Commitment of such unsubscribed portion Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of any Commitment Increase together with the increased Commitments pursuant notice of such Commitment Increase being referred to paragraph (b) below. No Bank has an obligation to increase its collectively as the “Commitment pursuant to this Section 2.20 except Increase Amendment” in its sole discretionrespect of such Commitment Increase).

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the The Borrowers may request an increase of the aggregate Commitments from time to time (and more than one time), by written notice to the Administrative Agent in writing (which shall promptly deliver a copy to each of the amount Lenders), executed by the Borrowers and one or more financial institutions (any such financial institution referred to in this Section being called an “Augmenting Lender”), which may include any Lender, cause new Commitments to be extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to be increased, as the case may be (the “Offered Increase Amount”) aggregate amount of such proposed increase (such notice, for all Augmenting Lenders on any single occasion being referred to as a “Commitment Increase NoticeIncrease”). Any , in an amount for each Augmenting Lender set forth in such notice; provided that (i) the amount of each Commitment Increase Notice must offer each Bank shall be not less than $10,000,000, except to the opportunity extent necessary to subscribe for its pro rata share utilize the remaining unused amount of increase permitted under this Section 2.23(a) and (ii) the Aggregate Commitment shall not exceed $1,200,000,000 after giving effect to the effectiveness of any Commitment Increase. The decision of any Lender to become an Augmenting Lender shall be at the sole discretion of such Lender. Each Augmenting Lender shall be subject to the approval of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent and each Issuing Bank (which consent approval shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent and shall not be unreasonably withheld or delayed)subject to the approval of any other Lenders, offer and the Borrowers and each Augmenting Lender shall execute all such documentation as the Agent shall reasonably specify to any existing Bank or to one or more additional banks or financial institutions evidence the opportunity to provide all or a portion Commitment of such unsubscribed portion Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of any Commitment Increase together with the increased Commitments pursuant notice of such Commitment Increase being referred to paragraph (b) below. No Bank has an obligation to increase its collectively as the “Commitment pursuant to this Section 2.20 except Increase Amendment” in its sole discretionrespect of such Commitment Increase).

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments in an aggregate amount up to $250,000,000 by notice to the Administrative Agent in writing of the amount (the “"Offered Increase Amount”") of such proposed increase (such notice, a “"Commitment Increase Notice”"). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without 2005 Arrow Electronics Credit Agreement offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f)below. If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion.

Commitment Increases. (a) At any time after The Borrower shall have the Closing Dateright, provided that so long as no Event of Default shall have occurred and be continuing, at any time prior to the Borrowers may request an Revolving Credit Commitment Termination Date, to increase the total aggregate amount of the aggregate Revolving Credit Commitments hereunder by notice (x) adding a lender or lenders hereto with a Revolving Credit Commitment or Revolving Credit Commitments of up to the Administrative Agent in writing of the amount (the “Offered Increase Amount”or aggregate amount) of such proposed increase (which lender or lenders shall thereupon become “Lenders” hereunder) and/or (y) enabling any Lender or Lenders to increase its (or their) Revolving Credit Commitment (or Revolving Credit Commitments) up to the amount of any such notice, a “increase; provided that: (i) in no event shall any Lender’s Revolving Credit Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the be increased Commitments; provided, however, the Borrowers may, with without the consent of such Lender, (ii) if any Revolving Credit Loans are outstanding hereunder on the Administrative Agent date that any such increase is to be effective, such Revolving Credit Loans shall on or prior to the effectiveness of such increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (which consent shall not be unreasonably withheld or delayedreflecting such increase in Revolving Credit Commitments), without offering to each Bank which prepayment shall be accompanied by accrued interest on the opportunity to subscribe for its pro rata share Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.13, (iii) any such increase shall be in a multiple of $20,000,000, (iv) in no event shall the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if sum of the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the BanksIncremental Term Loans, the Borrowers may, with the consent aggregate amount of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased increases in Revolving Credit Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except and the aggregate amount of Permitted Indebtedness incurred in its sole discretionaccordance with Section 6.07(a)(A), together with the aggregate amount of Indebtedness incurred pursuant to Section 5(b) of the Pledge Agreement, exceed $300,000,000 or such higher amount to which the Required Lenders shall have consented, (v) no increase in Revolving Credit Commitments contemplated by this Section shall result in any one Lender having a Revolving Credit Commitment in an amount which equals more than 20% of the aggregate amount of the Revolving Credit Commitments hereunder, and (vi) no increase in Revolving Credit Commitments shall occur within twelve months of a reduction in the Revolving Credit Commitments pursuant to Section 2.06(b).

Commitment Increases. (a) At In the event that the Borrower wishes to increase the Total Commitments at any time after the Closing Date, provided that when no Default or Event of Default shall have has occurred and be continuingis continuing (or shall result of such increase) and subject to obtaining all necessary regulatory approvals, the Borrowers may request an increase of the aggregate Commitments by notice to it shall notify the Administrative Agent in writing writing, given not more frequently than once per calendar year, of the amount (the “Revolving Credit Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”)) which shall be in a minimum amount equal to $10,000,000 and shall not exceed, in the aggregate for all increases, $500,000,000. Any such Commitment Increase Notice must The Borrower shall offer each Bank of the Lenders the opportunity to subscribe for its pro rata share provide such Lender’s Percentage of the increased Commitments; providedRevolving Credit Offered Increase Amount, howeverand if any Lender declines such offer, in whole or in part, the Borrowers mayBorrower may offer such declined amount to (i) other Lenders the consent of the Swingline Lender and the Issuing Lenders (which consents of the Swingline Lender and the Issuing Lenders shall not be unreasonably withheld or delayed) and/or (ii) other banks, financial institutions or other entities with the consent of the Administrative Agent Agent, the Swingline Lender and the Issuing Lenders (which consent consents of the Administrative Agent, the Swingline Lender and the Issuing Lenders shall not be unreasonably withheld or delayed). The Commitment Increase Notice shall specify the Lenders and/or banks, without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank financial institutions or other financial institution entities that is not an existing Bank the opportunity will be requested to provide a new Commitment pursuant to paragraph (b) below such Revolving Credit Offered Increase Amount. The Borrower or, if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for requested by the BanksBorrower, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at will notify such time a Bank (which consent shall not be unreasonably withheld or delayed)Lenders, offer to any existing Bank or to one or more additional banks or and/or banks, financial institutions the opportunity to provide all or a portion other entities of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretionoffer.

Commitment Increases. (a) At The Borrower may at any time after the Closing Dateand from time to time, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by written notice to the Administrative Agent in writing (which shall promptly deliver a copy to the Banks) executed by a Responsible Officer of the amount Borrower and one or more financial institutions (any such financial institution referred to in this Section being called an “Increasing Bank”), which may include any Bank, cause the “Offered Increase Amount”Commitments of the Increasing Banks to be increased (or cause the Increasing Banks to extend new Commitments) of (each such proposed increase (such noticeand/or new Commitment, a “Commitment Increase NoticeIncrease”). Any such Commitment Increase Notice must offer ) in an amount for each Increasing Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed)less than $10,000,000) set forth in such notice, without offering to each provided that (i) no Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to shall have any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this paragraph, (ii) all new Commitments and increases in existing Commitments becoming effective under this paragraph during the term of this Agreement shall not exceed $350,000,000 in the aggregate,the sum of the cumulative aggregate amount of all the Commitment Increases established under this Section 2.20 except 2.17(a), the cumulative aggregate original amount of all the Incremental Term Commitments established pursuant to the Fixed Incremental Amount under Section 2.17(b), and the aggregate original amount of all Incremental Equivalent Debt incurred pursuant to the Fixed Incremental Amount under Section 7.09(vii) shall not, on the date of effectiveness of any Commitment Increase under this Section 2.17(a), exceed the Fixed Incremental Amount in its sole discretioneffect on such date, (iii) each Increasing Bank, if not already a Bank hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (iv) each Increasing Bank, if not already a Bank hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”). New Commitments and increases in Commitments shall become effective on the date specified in the applicable notices delivered pursuant to this Section 2.17. Upon the effectiveness of any Accession Agreement to which any Increasing Bank is a party, such Increasing Bank shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Bank hereunder and subject to all obligations of a Bank hereunder. Notwithstanding the foregoing, no increase in the Total Commitments (or in the Commitment of any Bank) pursuant to this paragraph shall become effective unless (i) the Administrative Agent shall have received documents consistent with those delivered under Section 3.01(a)(ii) through (v), giving effect to such increase, (ii) on the effective date of such increase, the representations and warranties of the Borrower and the Guarantors set forth in this Agreement shall be true and correct in all material respects and no Default shall have occurred and be continuing or would result therefrom, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (iii) (x) upon the reasonable request of any Bank made at least five (5) days prior to the effectiveness of any Accession Agreement, the Borrower shall have provided to such Bank, and such Bank shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three (3) Business Days prior to the effectiveness of any Accession Agreement and (y) at least three (3) Business Days prior to the effectiveness of any Accession Agreement, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Bank that so requests, a Beneficial Ownership Certification in relation to such Loan Party. On the effective date of any increase in the Commitments pursuant to this Section 2.17, to the extent there are outstanding Advances, the parties hereto shall implement such arrangements as may be agreed upon by the Borrower and the Administrative Agent to ensure that the proportion between the Banks’ outstanding Advances, after giving effect to such increase, and their respective Commitments, after giving effect to such increase, will be re-established, and the effectiveness of such increase shall be conditioned on the implementation of such arrangements.

Commitment Increases. (a) At any time and from time to time after the Closing DateEffective Date and during the Revolving Credit Period, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice subject to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayedwithheld), without offering and provided that no Default shall have occurred and is continuing, the Total Commitment Amount may be increased either by new Lenders establishing Commitments or by one or more then existing Lenders increasing their Commitments (each such in- crease by either means, a "Commitment Increase", and each new Lender or each Lender increasing its Commitment, an "Additional Commitment Lender") provided that no Commitment Increase shall become effective unless and until (i) the Borrower, the Agent and the Additional Commitment Lender shall have executed and delivered an agreement substantially in the form of Exhibit H (a "Com- mitment Increase Supplement") with respect to each Bank the opportunity to subscribe for its pro rata share of the increased Commitmentssuch Commitment Increase, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph and (bii) below if if, after giving effect thereto, the aggregate amount of all the Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not would exceed $500,000,000 subject 100,000,000, such Commitment Increase shall have been consented to subsection 2.20(f). If any portion in writing by each of the increased Commitments offered to other Lenders. On the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Bankseffective date of any such Commitment Increase (each an "Increase Effective Date"), the Borrowers mayAdditional Commitment Lender shall pay to each other Lender the purchase price, as determined in accordance with the consent subsection (b) below, for an assignment of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion other Lender's advances outstanding at such time that, after giving effect to such assignments, the aggregate amount of Revolving Credit Loans of each Lender (including the increased Commitments pursuant Additional Commitment Lender) shall be proportional. Upon payment of such purchase price, each other Lender shall be deemed to paragraph have sold and made such an assignment to such Additional Commitment Lender, and such Additional Commitment Lender shall be deemed to have purchased and assumed such an assignment from each other Lender, on the terms set forth in subsection (b) below. No Bank has Upon the effectiveness of any Commitment Increase, the Borrower shall issue a Note to the Additional Commitment Lender (against surrender of its existing Note in the case of an obligation existing Lender), and to increase its the existing Lenders if necessary, in the amount of such Additional Commitment pursuant Lender's Commitment after giving effect to this Section 2.20 except in its sole discretionsuch Commitment Increase. The Agent is hereby directed to amend Exhibit B hereto on each Increase Effective Date to reflect the Total Commitment Amount and the Commitment of each Lender as of such Increase Effective Date. As of the Increase Effective Date, each Additional Commitment Lender shall be a "Lender" hereunder, and shall have all of the rights and obligations of a Lender hereunder.

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 250,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion.

Commitment Increases. (a) At any time after Subject to the Closing Dateterms and conditions set set forth herein, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by upon 30 days' advance written notice to the Administrative Agent in writing Agent, the Borrower shall have the right, at any time and from time to time from the Closing Date until the termination of the amount Aggregate Revolving Credit Commitment (but no more than once in any twelve-month period) to increase the “Offered Increase Amount”) of such proposed increase (such notice, a “364 Day Facility Commitment Increase Notice”). Any such and the Three Year Facility Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not by an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant up to this proviso which will $100,000,000; provided that (i) any such increase shall be allocated pro rata between the Three Year Facility Commitment and the 364 Day Facility Commitment and (ii) any such increase shall be in effect when such new a minimum principal amount of $15,000,000 and an integral multiple of $5,000,000 in excess thereof. An increase in the 364 Day Facility Commitment becomes effective does not exceed $500,000,000 and the Three Year Facility Commitment hereunder shall be subject to subsection 2.20(f). If any portion satisfaction of the increased Commitments following: (A) the amount of such increase shall be offered first to the Banks as contemplated in existing Lenders, (B) each existing Lender shall have the immediately preceding sentence is right, but not subscribed for by the Banksobligation, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer commit to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed proposed increase to the 364 Day Facility Commitment and the Three Year Facility Commitment on a pro rata basis (based on its then existing Commitments), (C) in the event the additional commitments which existing Lenders are willing to take shall exceed the amount requested by the Borrower, then the additional commitments shall be allocated in proportion to the commitments of existing Lenders willing to take additional commitments and (D) if the amount of the additional commitments requested by the Borrower shall exceed the additional commitments which the existing Lenders are willing to take, then the Borrower may invite commercial banks and other financial institutions reasonably acceptable to the Administrative Agent to join this Agreement as Lenders hereunder for the portion of the increased additional commitments not taken by existing Lenders, provided that such institutions shall enter into such joinder agreements to give effect thereto as the Administrative Agent and/or the Borrower may reasonably request. In connection with any increase in, or new, Commitments pursuant to paragraph (bthis Section, Schedule 1.1(a) below. No Bank has an obligation hereto shall be revised to increase its Commitment pursuant to this Section 2.20 except in its sole discretionreflect the modified commitment percentages and commitments of the Lenders and any new Lenders.

Commitment Increases. (a) At any time after The Borrower shall have the Closing Dateright, provided that so long as no Event of Default shall have occurred and be continuing, at any time prior to the Borrowers may request an Revolving Credit Commitment Termination Date, to increase the total aggregate amount of the aggregate Revolving Credit Commitments hereunder by notice (x) adding a lender or lenders hereto with a Revolving Credit Commitment or Revolving Credit Commitments of up to the Administrative Agent in writing of the amount (the “Offered Increase Amount”or aggregate amount) of such proposed increase (which lender or lenders shall thereupon become “Lenders” hereunder) and/or (y) enabling any Lender or Lenders to increase its (or their) Revolving Credit Commitment (or Revolving Credit Commitments) up to the amount of any such notice, a “increase; provided that: (i) in no event shall any Lender’s Revolving Credit Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the be increased Commitments; provided, however, the Borrowers may, with without the consent of such Lender, (ii) if any Revolving Credit Loans are outstanding hereunder on the Administrative Agent date that any such increase is to be effective, such Revolving Credit Loans shall on or prior to the effectiveness of such increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (which consent shall not be unreasonably withheld or delayedreflecting such increase in Revolving Credit Commitments), without offering to each Bank which prepayment shall be accompanied by accrued interest on the opportunity to subscribe for its pro rata share Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.13, (iii) any such increase shall be in a multiple of $20,000,000, (iv) in no event shall the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if sum of the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of Incremental Term Loans incurred after the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the BanksEffective Date, the Borrowers may, with the consent aggregate amount of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased increases in Revolving Credit Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except and the aggregate amount of Permitted Credit Agreement Indebtedness incurred in its sole discretionaccordance with Section 6.07(a)(A), together with the aggregate amount of Indebtedness incurred pursuant to Section 5(b) of the Pledge Agreement, exceed $350,000,000 or such higher amount to which the Required Lenders shall have consented, (v) no increase in Revolving Credit Commitments contemplated by this Section shall result in any one Lender having a Revolving Credit Commitment in an amount which equals more than 20% of the aggregate amount of the Revolving Credit Commitments hereunder, and (vi) no increase in Revolving Credit Commitments shall occur within twelve months of a reduction in the Revolving Credit Commitments pursuant to Section 2.06(b).

Commitment Increases. (a) At any Notwithstanding anything to the contrary contained in this Agreement, the Borrower may request from time after to time that the Closing DateCommitments be increased by an amount not less than $50,000,000 or a whole multiple of $10,000,000 in excess thereof, provided that no Event of Default shall have occurred and be continuing, the Borrowers Borrower may only request such an increase once in any six-month period and in no event shall the Commitments exceed $2,000,000,000. Such increase in the Commitments shall be effected as follows: the Borrower may (i) request one or more of the aggregate Commitments by notice Lenders to increase the amount of its U.S. Commitment and/or its Multicurrency Commitment (which request shall be in writing and sent to the Administrative Agent in writing of the amount to forward to such Lender or Lenders) and/or (the “Offered Increase Amount”ii) of such proposed increase arrange for one or more financial institutions not a party hereto (such noticea "Third-Party Lender") to become parties to and Lenders under this Agreement, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of provided that (x) the Administrative Agent (shall have approved such Third-Party Lender, which consent approval shall not be unreasonably withheld withheld, and (y) after giving effect to such increase, no Lender shall have a U.S. Commitment Percentage or delayed)a Multicurrency Commitment Percentage which exceeds 15%. In no event may any Lender's U.S. Commitment or Multicurrency Commitment be increased without the prior written consent of such Lender, without offering and the failure of any Lender to each Bank respond to the opportunity to subscribe Borrower's request for its pro rata share an increase shall be deemed a rejection by such Lender of the Borrower's request. The Commitments may not be increased Commitmentsif, offer at the time of any proposed increase hereunder, a Default or Event of Default has occurred and is continuing. Upon any request by the Borrower to increase the Commitments hereunder, the Borrower shall be deemed to have represented and warranted on and as of the date of such request that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Lender shall have any existing Bank or any bank or other financial institution that is not an existing Bank obligation whatsoever to increase the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new its U.S. Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banksand/or its Multicurrency Commitment, the Borrowers mayand each Lender may at its option, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed)unconditionally and without cause, offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation decline to increase its U.S. Commitment pursuant to this Section 2.20 except in and/or its sole discretionMulticurrency Commitment.

Commitment Increases. (a) At any time after Effective as of the Closing Incremental Effective Date, provided that no Event of Default shall have occurred (i) each Incremental Lender hereby agrees to provide its Commitment Increase in the amount set forth opposite its name under the column entitled “Commitment Increase” on Schedule I attached hereto and (ii) each Incremental Lender which is an Additional Lender hereby agrees to become a party to the Credit Agreement as a Lender and to be continuing, the Borrowers may request an increase bound by all of the aggregate Commitments by notice terms and provisions thereof. The Administrative Agent hereby consents to each such Incremental Lender providing its Commitment Increase (to the Administrative Agent in writing extent such consent is required pursuant to Section 2.21 of the Credit Agreement). The parties hereto hereby agree that on the Incremental Effective Date (after giving effect to the Commitment Increases effected hereby), (i) the Commitment of each Incremental Lender which is an existing Lender will increase by the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “its Commitment Increase Notice”). Any such effected hereby, (ii) each Incremental Lender which is an Additional Lender shall become a Lender party to the Credit Agreement with a Commitment equal to its Commitment Increase Notice must offer each Bank effected hereby, (iii) the opportunity to subscribe for its pro rata share total Commitments under the Credit Agreement shall increase by the aggregate principal amount of the increased Commitments; provided, however, the Borrowers may, with the consent Commitment Increases of the Administrative Agent Incremental Lenders effected hereby and (which consent iv) there shall not be unreasonably withheld or delayed), without offering an automatic adjustment to the Applicable Percentage of each Bank Lender in the opportunity aggregate outstanding LC Exposure to subscribe for its pro rata share reflect the new Applicable Percentage of each Lender in the aggregate outstanding LC Exposure resulting from the Commitment Increases as provided in Section 2.21 of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretionCredit Agreement.

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion.

Commitment Increases. (a) At The Borrower and any one or more Lenders (including New Lenders) may from time after to time agree that such Lenders shall make, obtain or increase the Closing Dateamount of their Commitments, provided that no Event of Default shall have occurred as applicable, by executing and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice delivering to the Administrative Agent an Increased Facility Activation Notice substantially in writing the form of Exhibit G-1 specifying (i) the amount of such increase, and (ii) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, (i) without the consent of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, howeverRequired Lenders, the Borrowers may, with aggregate amount of incremental Commitments obtained after the Closing Date pursuant to this paragraph shall not exceed $250,000,000 and (ii) without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed)Agent, without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder increase effected pursuant to this proviso which will paragraph shall be in effect when such new Commitment becomes effective does not exceed a minimum amount of at least $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below25,000,000. No Bank has an Lender shall have any obligation to participate in any increase its Commitment pursuant described in this paragraph unless it agrees to this Section 2.20 except do so in its sole discretion. The Administrative Agent shall have received (i) a certificate, dated as such Increased Facility Closing Date and signed by the President, Chief Executive Officer, or a Financial Officer of the Borrower, stating that (a) the representations and warranties contained in Article IV hereof are true and correct on and as of such Increased Facility Closing Date, and (b) as of such Increased Facility Closing Date, no Default has occurred and is continuing, (ii) if reasonably requested by the Administrative Agent, duly executed resolutions of the Borrower authorizing the request for and the incurrence of such increase in the Commitments (to the extent not already authorized in a prior resolution which authorization remains in full force and effect) and (iii) if reasonably requested by the Administrative Agent, an opinion of counsel to the Borrower, dated as of the Increased Facility Closing Date, substantially in the form of the opinion delivered by the Borrower on the Closing Date.

Commitment Increases. (a) At any Notwithstanding anything to the contrary contained in this Agreement, the Borrower may request from time after to time that the Closing Date, Commitments be increased in accordance with this Section 2.23; provided that no Event the aggregate amount of Default all such increases shall have occurred and be continuing, the Borrowers not exceed $500,000,000. The Borrower may (I) request an increase one or more of the aggregate Commitments by notice Lenders to increase the amount of its Commitment (which request shall be in writing and sent to the Administrative Agent to forward to such Lender or Lenders and shall specify the time period within which such Lender or Lenders are requested to respond (which shall in writing no event be less than ten Business Days from the date of the amount (the “Offered Increase Amount”) delivery of such proposed notice to such Lender or Lenders); provided that the Borrower shall notify the Administrative Agent and each Issuing Lender of any such increase and/or (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, II) with the consent of the Administrative Agent and each Issuing Lender (which consent consents of the Administrative Agent and each Issuing Lender shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe arrange for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions not a party hereto (a “New Lender”) to become parties to and Lenders under this Agreement. In no event may any Lender’s Commitment be increased without the opportunity to provide all or a portion prior written consent of such unsubscribed portion Lender. The failure of any Lender to respond to the Borrower’s request for an increase within the specified time period shall be deemed a rejection by such Lender of the Borrower’s request. The Total Commitment may not be increased Commitments pursuant to paragraph (b) belowif, at the time of any proposed increase hereunder, a Default or Event of Default has occurred and is continuing. No Bank has an obligation Upon any request by the Borrower to increase its Commitment pursuant the Total Commitment, the Borrower shall be deemed to this Section 2.20 except in its sole discretionhave represented and warranted on and as of the date of such request that no Default or Event of Default has occurred and is continuing.

Commitment Increases. (a) At any time after and from time to time, the Closing DateCompany may, if it so elects, increase the amount of the Commitments (in each case in an aggregate amount of not less than $5,000,000), either by designating one or more financial institutions not theretofore Lenders to become Lenders or by agreeing with one or more of the existing Lenders that such Lenders' Working Capital Commitments shall be increased. Upon execution and delivery by the Company and such Lenders or other financial institutions of an instrument (a "Commitment Acceptance") substantially in the form of Exhibit J hereto, such existing Lenders shall have additional Working Capital Commitments as therein set forth or such other financial institutions shall become Lenders with Working Capital Commitments as therein set forth and with all rights and obligations of Lenders with Working Capital Commitments as therein set forth; provided that no Event such increase shall be effective unless (i) the Administrative Agent shall have consented to the designation of any financial institution not theretofore a Lender (it being understood that no consent or approval from any Lender shall be required), (ii) immediately after such increase, the aggregate Working Capital Commitments shall not exceed $50,000,000, (iii) no Default shall have occurred and be continuing, (iv) in the Borrowers may request an increase case of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of first such proposed increase (such noticeincrease, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the Original Lender shall first have been offered an opportunity to subscribe for provide all (or its pro rata ratable share of the increased Commitments; providedof) any such increase, however, the Borrowers may, and such offer shall have been declined or deemed declined in accordance with the consent of procedure set forth in the Administrative Agent immediately following sentence and (which consent v) the Phase II Effective Date shall not be unreasonably withheld or delayed)have occurred. The Company shall, without offering prior to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to entering into a Commitment Acceptance with any existing Bank or any bank Lender or other financial institution that is not with respect to the initial increase of Working Capital Commitments, provide written notice of any proposed increase to the Administrative Agent, which notice shall constitute an existing Bank the opportunity offer to each Original Lender to provide the requested increase or a new Commitment pursuant to paragraph (b) below if portion thereof and shall specify the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banksrequested increase, the Borrowers mayrequested effective date of such increase (the "Increase Date"), with and the consent time period within which each Original Lender is requested to respond to such offer. Upon receipt of any such notice, the Administrative Agent as shall promptly notify the Original Lender and each such Original Lender shall notify the Administrative Agent within the specified period whether or not it agrees to any bank or financial institution that is a Lender hereunder. Any Original Lender not at responding within such time period shall be deemed to have declined to become a Bank (which consent Lender. The Administrative Agent shall not be unreasonably withheld notify the Company of each Lender's or delayed), other institution's response to each offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretionmade hereunder.

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the The Borrowers may request an increase of the aggregate Commitments from time to time (and more than one time), by written notice to the Administrative Agent in writing (which shall promptly deliver a copy to each of the Lenders), request that the Total Commitment be increased by an amount not less than $50,000,000 (or, at any time during the “Offered Increase Amount”30 day period commencing on the Effective Date, $15,000,000) for any such increase, except to the extent necessary to utilize the remaining unused amount of increase permitted under this Section 2.20(a); provided that the aggregate amount of Commitment Increases effected pursuant to this paragraph shall not exceed US$250,000,000 and that immediately after giving effect to the effectiveness of each such increase of the Total Commitment the General Debt Basket Usage shall be not more than $750,000,000 and the Secured Debt Basket Usage shall be not more than $500,000,000. Such notice shall set forth the amount of the requested increase in the Commitments and the date on which such increase is requested to become effective (which shall be not less than ten Business Days or more than 60 days after the date of such proposed increase (such notice), a “Commitment Increase Notice”). Any such Commitment Increase Notice must and shall offer each Bank Lender the opportunity to subscribe for increase its pro rata share Commitment by such Lender’s Applicable Percentage of the proposed increased Commitments; providedamount. Each Lender shall, howeverby notice to the Company and the Administrative Agent given not more than ten days after the date of the Company’s notice, either agree to increase its applicable Commitment by all or a portion of the offered amount or decline to increase its applicable Commitment (and any Lender that does not deliver such a notice within such period of ten days shall be deemed to have declined to increase its Commitment). In the event that, on the tenth day after the Company shall have delivered a notice pursuant to the first sentence of this paragraph, the Borrowers mayLenders shall have declined to increase their Commitments or have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution, together with any existing Lender that agrees to increase its applicable Commitment pursuant to the consent immediately preceding sentence, being called an “Augmenting Lender”) to provide Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount on the same terms (including upfront fees) as were offered to the Lenders (or on terms more advantageous to the Company), provided that each Augmenting Lender shall be subject to the approval of the Administrative Agent (which consent approval shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is withheld) and shall not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If the approval of any portion of other Lenders, and the increased Commitments offered to the Banks Company and each Augmenting Lender shall execute all such documentation as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent shall reasonably specify to evidence the Commitment of such Augmenting Lender and/or its status as to any bank or financial institution a Lender hereunder. Any increase in the Total Commitment may be made in an amount that is less than the increase requested by the Company if the Company is unable to arrange for, or chooses not at such time a Bank (which consent shall not be unreasonably withheld or delayed)to arrange for, offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretionAugmenting Lenders.

Commitment Increases. (a) At any From time after to time the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers Borrower may, with the consent of the Administrative Agent and one or more (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share i) of the increased Commitments, offer to any existing Bank or any bank Revolving Credit Lenders and/or (ii) banks or other financial institution that is not institutions arranged by CSI in consultation with the Borrower (each such entity a "NEW REVOLVING CREDIT Lender"), increase the Total Revolving Credit Commitments by an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso not less than $25,000,000, which will increase shall be in effect when provided by such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f)Revolving Credit Lenders and/or New Revolving Credit Lenders. If any portion of the increased Commitments offered to the Banks as contemplated Any such increase in the immediately preceding sentence is not subscribed for Total Revolving Credit Commitments shall be evidenced by (x) in the case of clause (i) above, the execution and delivery by the BanksBorrower, the Borrowers maySubsidiary Borrowers, with the consent of the Administrative Agent as to any bank or financial institution that is not at and such time Revolving Credit Lender of a Bank Commitment Increase Supplement, substantially in the form of Exhibit N (which consent shall not be unreasonably withheld or delayeda "COMMITMENT INCREASE SUPPLEMENT") and (y) in the case of clause (ii) above, the execution and delivery by the Borrower, the Subsidiary Borrowers, the Administrative Agent and such New Revolving Credit Lender of a New Lender Supplement, substantially in the form of Exhibit O (a "NEW LENDER SUPPLEMENT"), offer and shall be effective as of the date specified for effectiveness in such Commitment Increase Supplement or New Lender Supplement, as the case may be, whereupon such Revolving Credit Lender or New Revolving Credit Lender shall be bound by and entitled to any existing Bank the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increased or provided, and Schedule 1 shall be deemed to one or more additional banks or financial institutions be amended to so increase the opportunity to provide all or a portion Revolving Credit Commitment of such unsubscribed portion Revolving Credit Lender and/or add the name and Revolving Credit Commitment of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretionsuch New Revolving Credit Lender."

Commitment Increases. (a) At any time after The Borrower shall have the Closing Dateright, provided that so long as no Event of Default shall have occurred and be continuing, at any time prior to the Borrowers may request an Revolving Credit Commitment Termination Date, to increase the total aggregate amount of the aggregate Revolving Credit Commitments hereunder by notice (x) adding a lender or lenders hereto with a Revolving Credit Commitment or Revolving Credit Commitments of up to the Administrative Agent in writing of the amount (the “Offered Increase Amount”or aggregate amount) of such proposed increase (which lender or lenders shall thereupon become “Lenders” hereunder) and/or (y) enabling any Lender or Lenders to increase its (or their) Revolving Credit Commitment (or Revolving Credit Commitments) up to the amount of any such notice, a “increase; provided that: (i) in no event shall any Lender’s Revolving Credit Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the be increased Commitments; provided, however, the Borrowers may, with without the consent of such Lender, (ii) if any Revolving Credit Loans are outstanding hereunder on the Administrative Agent date that any such increase is to be effective, such Revolving Credit Loans shall on or prior to the effectiveness of such increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (which consent shall not be unreasonably withheld or delayedreflecting such increase in Revolving Credit Commitments), without offering to each Bank which prepayment shall be accompanied by accrued interest on the opportunity to subscribe for its pro rata share Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.13, (iii) any such increase shall be in a multiple of $20,000,000, (iv) in no event shall the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if sum of the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of Incremental Term Loans incurred after the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the BanksRestatement Effective Date, the Borrowers may, with the consent aggregate amount of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased increases in Revolving Credit Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except and the aggregate amount of Permitted Indebtedness incurred in its sole discretionaccordance with Section 6.07(a)(A), together with the aggregate amount of Indebtedness incurred pursuant to Section 5(b) of the Pledge Agreement, exceed $300,000,000 or such higher amount to which the Required Lenders shall have consented, (v) no increase in Revolving Credit Commitments contemplated by this Section shall result in any one Lender having a Revolving Credit Commitment in an amount which equals more than 20% of the aggregate amount of the Revolving Credit Commitments hereunder, and (vi) no increase in Revolving Credit Commitments shall occur within twelve months of a reduction in the Revolving Credit Commitments pursuant to Section 2.06(b).

Commitment Increases. Subject to the terms and conditions set forth -------------------- herein, upon five (a5) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by Business Days' advance written notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, howeverAgent, the Borrowers mayshall have the right, with at any time and from time to time from the consent Closing Date until December 31, 2001, to increase the Aggregate Revolving Credit Commitment to up to $525,000,000; provided that (i) -------- the 364 Day Facility Commitment and the Multi-Year Facility Commitment shall be increased on a pro rata basis, (ii) any such increase shall be in a minimum --- ---- principal amount of $10,000,000 and an integral multiple of $5,000,000 in excess thereof, (iii) if any Revolving Credit Loans are outstanding under a Credit Facility at the time of any such increase, the Company shall make such payments and adjustments on such Revolving Credit Loans (including payment of any break-funding amount owing under Section 4.9) as are necessary to give effect to the revised commitment percentages and commitment amounts of the Lenders, (iv) the conditions to an Extension of Credit in Sections 5.2 shall be satisfied after giving effect to any such increase and (v) the effective date of such increase shall be a Business Day. It is hereby agreed that no Lender hereunder shall be under any obligation under this Section 2.7(c) to increase its Commitment. The requested Aggregate Revolving Credit Commitment increase shall be effective on such date only to the extent that, on or before such date, (A) the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share have received and accepted a corresponding amount of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment additional Commitment(s) pursuant to paragraph (ba commitment letter(s) below if the aggregate amount of all Commitments made hereunder pursuant acceptable to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as from one or more Lenders acceptable to the Administrative Agent and, with respect to any bank or financial institution Lender that is not at such time a Bank Lender hereunder, to the Borrowers, and (which consent shall not be unreasonably withheld or delayedB) each such Lender has executed an agreement in the form of Exhibit E hereto (each such agreement a "New Commitment --------- -------------- Agreement"), offer accepted in writing therein by the Administrative Agent and, with --------- respect to any existing Bank or Lender that is not at such time a Lender hereunder, by the Borrowers, with respect to one or more the additional banks or financial institutions the opportunity to provide all or a portion Commitment of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretionLender.

Commitment Increases. (a) At Mondelēz may from time to time (but not more than three times in any time after the Closing Datecalendar year), provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by written notice to the Administrative Agent in writing (which shall promptly deliver a copy to each of the amount Lenders), executed by Mondelēz and one or more financial institutions (any such financial institution referred to in this Section 2.18 being called an “Augmenting Lender”), which may include any Lender, cause new Commitments to be extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to be increased, as the case may be (the “Offered Increase Amount”) aggregate amount of such proposed increase (such notice, for all Augmenting Lenders on any single occasion being referred to as a “Commitment Increase NoticeIncrease”). Any , in an amount for each Augmenting Lender set forth in such notice; provided that (i) the amount of each Commitment Increase Notice must offer each Bank shall be not less than $25,000,000, except to the opportunity extent necessary to subscribe for its pro rata share utilize the remaining unused amount of increase permitted under this Section 2.18(a), and (ii) the aggregate amount of the increased CommitmentsCommitment Increases shall not exceed $500,000,000; providedprovided further that, however, the Borrowers each Lender may, with in its sole discretion, elect to participate or decline to participate in any Commitment Increase. Each Augmenting Lender (if not then a Lender) shall be subject to the consent approval of the Administrative Agent (which consent approval shall not be unreasonably withheld or delayed) and shall not be subject to the approval of any other Lenders, and Mondelēz and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence the Commitment of such Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of any Commitment Increase together with the notice of such Commitment Increase being referred to collectively as the “Commitment Increase Amendment” in respect of such Commitment Increase). The Commitment Increase Amendment may, without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of any other Lenders, effect such amendments to this Agreement as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent as Agent, to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions effect the opportunity to provide all or a portion provisions of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion2.18.

Commitment Increases. (a) At Subject to Section 4.03, the Borrower and any one or more Lenders (including New Lenders) may, from time to time after the Closing Date, provided that no Event without the consent of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount any other Lender (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, but with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank solely in the opportunity to subscribe for its pro rata share case of the increased Commitments, offer to any existing Bank or any bank or other financial institution Increasing Lender that is not then a Lender or an existing Affiliate thereof), each Issuing Bank and the opportunity Swingline Lender, in each case, such consent not to be unreasonably withheld, delayed or conditioned) agree that such Lenders (including New Lenders) shall provide additional Commitments or increase the amount of their Commitments (each, a new “Commitment pursuant Increase”, and such Lenders and New Lenders being collectively referred to paragraph as the “Increasing Lenders”) by executing and delivering to the Administrative Agent an Incremental Commitment Activation Notice specifying (bi) below if the amount of such Commitment Increase and (ii) the proposed applicable Incremental Commitment Effective Date. Notwithstanding the foregoing, (A) the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does Increases obtained after the Closing Date shall not exceed $500,000,000 subject to subsection 2.20(f). If any portion 1,000,000,000 and (B) each Commitment Increase shall be in an integral multiple of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is $5,000,000 and not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) belowless than $25,000,000. No Bank has an Lender shall have any obligation to increase its participate in any Commitment pursuant Increase unless it agrees to this Section 2.20 except do so in its sole discretion. Any bank, financial institution or other entity that is an Eligible Assignee (and that has provided to the Administrative Agent an Administrative Questionnaire and any applicable tax forms required under Section 2.16(f) with respect to such entity) that elects to become a “Lender” under this Agreement in connection with any Commitment Increase shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit F-2, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.

Commitment Increases. (a) At Kraft Foods Group may from time to time (but not more than three times in any time after the Closing Datecalendar year), provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by written notice to the Administrative Agent in writing (which shall promptly deliver a copy to each of the amount Lenders and each Issuing Bank), executed by Kraft Foods Group and one or more financial institutions (any such financial institution referred to in this Section 2.18 being called an “Augmenting Lender”), which may include any Lender, cause new Commitments or one or more tranches of term loans (each an “Incremental Term Loan”) to be extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to be increased, as the case may be (the “Offered Increase Amount”) aggregate amount of such proposed increase (such notice, for all Augmenting Lenders on any single occasion being referred to as a “Commitment Increase”; and any Commitment Increase Noticeor issuance of incremental term loans on any single occasion, each, an “ Increase”). Any , in an amount for each Augmenting Lender set forth in such Commitment notice; provided that (i) the amount of each Increase Notice must offer each Bank shall be not less than $25,000,000, except to the opportunity extent necessary to subscribe for its pro rata share utilize the remaining unused amount of increase permitted under this Section 2.18(a), and (ii) the aggregate amount of the increased Commitments; provided, however, Increases shall not exceed $1,000,000,000. Each Augmenting Lender (if not then a Lender) shall be subject to the Borrowers may, with the consent approval of the Administrative Agent and, in the case of a Commitment Increase, each Issuing Bank (which consent approval shall not be unreasonably withheld or delayed) and shall not be subject to the approval of any other Lenders, and Kraft Foods Group and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence the Commitment or Incremental Term Loans of such Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of any Increase together with the notice of such Increase being referred to collectively as the “Increase Amendment” in respect of such Increase). The Increase Amendment may, without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of any other Lenders, effect such amendments to this Agreement as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent as Agent, to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions effect the opportunity to provide all or a portion provisions of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion2.18.

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default The Borrower shall have occurred and be continuingthe right at any time, the Borrowers may request an but in no event more than once in any consecutive twelve month period, to increase of the aggregate Commitments by notice in integral multiples of $10,000,000 but not to exceed an aggregate amount for all Commitments (after giving effect to such increase and including the Administrative Agent in writing aggregate amount of the Commitments in effect immediately prior to such increase) equal to (i) $200,000,000 minus (ii) the then aggregate amount of reductions in the Commitments pursuant to Section 2.04(a), by adding to this Agreement one or more Eligible Assignees (which may include any Lender (with the “Offered Increase Amount”) consent of such proposed increase Lender)) (each such noticeEligible Assignee, a an “Commitment Increase NoticeAdditional Lender”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent approval of the Administrative Agent (which consent shall not to be unreasonably withheld or delayedwithheld), without offering each of which Additional Lenders shall have entered into an Assumption Agreement pursuant to which such Additional Lender shall undertake a Commitment (if any such Additional Lender is a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder) which such Commitment shall be in an amount at least equal to (i) for each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution Additional Lender that is not a Lender, $10,000,000 or a larger integral multiple of $1,000,000 and (ii) for each Additional Lender that is a Lender, an existing Bank amount equal to the opportunity to provide a new product of (A) such Lender’s proposed total increase in its Commitment pursuant to paragraph and (bB) below if such increase over the aggregate amount proposed increases of all the Lenders’ Commitments made hereunder pursuant to this proviso which will (but in no event shall such Lender’s Commitment be increased in effect when an amount greater than its proposal), and upon the effectiveness of such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion agreement (the date of the increased Commitments offered effectiveness of any such agreement being hereinafter referred to as the Banks as contemplated “Increased Commitment Date”) such Additional Lender shall thereupon become a “Lender” for all purposes of this Agreement. Notwithstanding the foregoing, the increase in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased aggregate Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion.2.04(c) shall be effective only if:

Commitment Increases. (a) At Mondelēz International may from time to time (but not more than three times in any time after the Closing Datecalendar year), provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by written notice to the Administrative Agent in writing (which shall promptly deliver a copy to each of the amount Lenders), executed by Mondelēz International and one or more financial institutions (any such financial institution referred to in this Section 2.18 being called an “Augmenting Lender”), which may include any Lender at such Lender’s sole discretion, cause new Commitments to be extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to be increased, as the case may be (the “Offered Increase Amount”) aggregate amount of such proposed extension of Commitments or increase (such notice, in the existing Commitments for all Augmenting Lenders on any single occasion being referred to as a “Commitment Increase NoticeIncrease”). Any , in an amount for each Augmenting Lender set forth in such notice; provided that (i) the amount of each Commitment Increase Notice must offer each Bank shall be not less than $25,000,000, except to the opportunity extent necessary to subscribe for its pro rata share utilize the remaining unused amount of increase permitted under this Section 2.18(a), and (ii) the aggregate amount of the increased Commitments; provided, however, Commitment Increases shall not exceed $500,000,000. Each Augmenting Lender (if not then a Lender) shall be subject to the Borrowers may, with the consent approval of the Administrative Agent (which consent approval shall not be unreasonably withheld or delayed) and shall not be subject to the approval of any other Lenders, and Mondelēz International and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence the Commitment of such Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of any Commitment Increase together with the notice of such Commitment Increase being referred to collectively as the “Commitment Increase Amendment” in respect of such Commitment Increase). The Commitment Increase Amendment may, without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of any other Lenders, effect such amendments to this Agreement as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent as Agent, to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions effect the opportunity to provide all or a portion provisions of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion2.18.

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “"Offered Increase Amount”") of such proposed increase (such notice, a “"Commitment Increase Notice”"). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 750,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion.

Commitment Increases. (a) At Subject to Section 4.04, the Borrower and any one or more Lenders (including New Lenders) may, from time to time after the Closing Availability Date, provided that no Event without the consent of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount any other Lender (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, but with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank solely in the opportunity to subscribe for its pro rata share case of the increased Commitments, offer to any existing Bank or any bank or other financial institution Increasing Lender that is not then a Lender or an existing Affiliate thereof), each Issuing Bank and the opportunity Swingline Lender, each such consent not to be unreasonably withheld, delayed or conditioned) agree that such Lenders (including New Lenders) shall provide additional Commitments or increase the amount of their Commitments (each, a new “Commitment pursuant Increase”, and such Lenders and New Lenders being collectively referred to paragraph as the “Increasing Lenders”) by executing and delivering to the Administrative Agent an Incremental Commitment Activation Notice specifying (bi) below if the amount of such Commitment Increase and (ii) the proposed applicable Incremental Commitment Effective Date. Notwithstanding the foregoing, (A) the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does Increases obtained after the Availability Date shall not exceed $500,000,000 subject to subsection 2.20(f). If any portion 1,000,000,000 and (B) each Commitment Increase shall be in an integral multiple of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is $5,000,000 and not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) belowless than $25,000,000. No Bank has an Lender shall have any obligation to increase its participate in any Commitment pursuant Increase unless it agrees to this Section 2.20 except do so in its sole discretion. Any bank, financial institution or other entity that is an Eligible Assignee (and that has provided to the Administrative Agent an Administrative Questionnaire and any applicable tax forms required under Section 2.16(f) with respect to such entity) that elects to become a “Lender” under this Agreement in connection with any Commitment Increase shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit F-2, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.