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 Company 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"), provided that the first such increase shall be in an amount equal to at least $93,750,000 and the second such increase shall be in an amount equal to $187,500,000 less the amount of the first such increase. Any such Commitment Increase Notice must offer each Lender the opportunity to subscribe for its pro rata share of the increased Commitments. If any portion of the increased Commitments is not subscribed for by the Lenders, the Company may, with the consent of the Administrative Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. (b) Any additional bank or financial institution that the Company selects to offer participation in the increased Commitments, and that elects to become a party to this Agreement and obtain a Commitment shall execute a New Lender Supplement with the Company and the Administrative Agent, substantially in the form of Exhibit N (a "New Lender Supplement"), whereupon such bank or financial institution (a "New Lender") shall become a

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Company 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"”), provided that the first such increase shall be in an amount equal to at least $93,750,000 and the second such increase shall be in an amount equal to $187,500,000 less the amount of the first such increase. Any such Commitment Increase Notice must offer each Lender 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 LendersBanks, the Company Borrowers may, with the consent of the Administrative Agent as to any Person bank or financial institution that is not at such time a Lender Bank (which consent shall not be unreasonably withheldwithheld or delayed), offer to any existing Lender Bank or to one or more additional banks or financial institutions the opportunity to participate in 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. (b) Any additional bank or financial institution that the Company selects Borrowers select to offer participation in the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and obtain provide a Commitment Commitment, shall execute a New Lender Bank Supplement with the Company Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a "“New Lender Bank Supplement"”), whereupon such bank or financial institution (a "“New Lender"Bank”) shall become aa Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Commitment Increases. (a) At any time after In the Closing Date, provided event that no Event of Default shall have occurred and be continuing, the Company may request an wishes to increase of the aggregate Commitments by notice to Commitments, it shall notify the Lenders (through the Managing Administrative Agent in writing Agent) of the amount (the "Offered Increase Amount") of such proposed increase (such notice, a "“Commitment Increase Notice"Offer”), provided that the first such increase shall be in an amount equal to at least $93,750,000 and the second such increase shall be in an amount equal to $187,500,000 less the amount of the first such increase. Any such Each Commitment Increase Notice must Offer shall offer each Lender the opportunity to subscribe for its pro rata share of the increased Commitments. If any portion of the increased Commitments is not subscribed for by the Lenders, the Company may, with the consent of the Administrative Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld), offer to any existing Lender or to one or more additional banks or financial institutions Lenders the opportunity to participate in the increased Commitments ratably in accordance with their respective Commitment Percentages. In the event that any Lender (each, a “Declining Lender”) shall fail to accept in writing a Commitment Increase Offer within 10 Business Days after receiving notice thereof, all or a portion of such unsubscribed any portion of the increased proposed increase in the Commitments offered to the Declining Lenders (the aggregate of such offered amounts, the “Declined Amount”) may instead be allocated to any one or more additional banks, financial institutions or other entities pursuant to paragraph (b) below and/or to any one or more existing Lenders pursuant to paragraph (c)(ii) below. (b) Any additional bank or bank, financial institution that or other entity (each, a “New Lender”) which, with the consent of the Company selects to offer participation in and the increased CommitmentsManaging Administrative Agent, and that elects to become a party to this Agreement and obtain a Commitment in an amount equal to all or any portion of a Declined Amount, shall execute a New Lender Supplement (each, a “New Lender Supplement”) with the Company and the Managing Administrative Agent, substantially in the form of Exhibit N (a "New Lender Supplement")J-1, whereupon such bank 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, and Schedule 1.2 shall be deemed to be amended to add the name and Commitment of such New Lender. (c) Any Lender which (i) accepts a Commitment Increase Offer pursuant to subsection 2.18(a) or (ii) with the consent of the Company elects to increase its Commitment by an amount equal to all or any portion of a Declined Amount shall, in each case, execute a Commitment Increase Supplement (each, a “Commitment Increase Supplement”) with the Company and the Managing Administrative Agent, substantially in the form of Exhibit J-2, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule 1.2 shall be deemed to be amended to so increase the Commitment of such Lender. (d) If on the date upon which a bank, financial institution (or other entity becomes a "New Lender pursuant to subsection 2.18(b) or upon which a Lender") shall become a’s Commitment is increased pursuant to subsection 2.18

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 Company 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 Notice"Increase”), provided that the first such increase shall be in an amount equal to at least $93,750,000 and the second for each Augmenting Lender set forth in such increase shall be in an amount equal to $187,500,000 less notice; provided that (i) the amount of the first such increase. Any such each Commitment Increase Notice must offer each Lender 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. If any portion of Each Augmenting Lender (if not then a Lender) shall be subject to the increased Commitments is not subscribed for by the Lenders, the Company may, with the consent approval of the Administrative Agent as to any Person that is not at such time a Lender (which consent approval shall not be unreasonably withheld)withheld or delayed) and shall not be subject to the approval of any other Lenders, offer and Kraft Foods Group and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to any existing Lender or to one or more additional banks or financial institutions evidence the opportunity to participate in 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 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 the consent of any other Lenders, effect such amendments to this Agreement as may be necessary or appropriate, in the reasonable opinion of the increased Commitments pursuant Administrative Agent, to paragraph (b) beloweffect the provisions of this Section 2.18. (b) Any additional bank Upon each Commitment Increase pursuant to this Section 2.18, if, on the date of such Commitment Increase, there are any Pro Rata Advances outstanding, such Pro Rata Advances shall on or financial institution prior to the effectiveness of such Commitment Increase be prepaid from the proceeds of new Pro Rata Advances made hereunder (reflecting such Commitment Increase), which prepayment shall be accompanied by accrued interest on the Pro Rata Advances being prepaid and any costs incurred by any Lender in accordance with Section 9.04(b). The Administrative Agent and the Lenders hereby agree that the Company selects minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to offer participation the transactions effected pursuant to the immediately preceding sentence. (c) Commitment Increases and new Commitments created pursuant to this Section 2.18 shall become effective on the date specified in the increased Commitmentsnotice delivered by Kraft Foods Group pursuant to the first sentence of paragraph (a) above or on such other date as shall be agreed upon by Kraft Foods Group, the Administrative Agent and that elects to the applicable Augmenting Lenders. (d) Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any Lender) or addition of an Augmenting Lender shall become effective under this Section 2.18 unless on the date of such increase, the conditions set forth in Section 3.03 shall be satisfied as of such date (as though the effectiveness of such increase were a party to this Agreement and obtain a Commitment shall execute a New Lender Supplement with the Company Borrowing) and the Administrative Agent, substantially in the form Agent shall have received a certificate of Exhibit N (a "New Lender Supplement"), whereupon Kraft Foods Group to that effect dated such bank or financial institution (a "New Lender") shall become adate.

Commitment Increases. (a) At The Company and any one or more Banks (including New Banks) may from time to time agree that such Banks shall obtain or increase the amount of their Commitments by executing and delivering to the Paying Agent an Increased Facility Activation Notice specifying (i) the amount of such increase and (ii) the applicable Increased Facility Closing Date; provided that (i) the aggregate amount of incremental Commitments obtained after the Effective Date pursuant to this Section 2.24 shall not exceed $500,000,000, (ii) with respect to any Increased Facility Closing Date, provided that no Event of Default shall have occurred and be continuing, the Company may request an increase of the aggregate Commitments by notice increases effected on such date pursuant to the Administrative Agent in writing of the amount (the "Offered Increase Amount") of such proposed increase (such notice, a "Commitment Increase Notice"), provided that the first such increase this Section 2.24 shall be in an amount equal to at least $93,750,000 and the second such increase shall be in an amount equal to $187,500,000 less the a minimum amount of $25,000,000 and (iii) no more than four Increased Facility Closing Dates may occur after the first such increaseEffective Date. Any such Commitment Increase Notice must offer each Lender the opportunity to subscribe for its pro rata share of the increased Commitments. If No Bank shall have any portion of the increased Commitments is not subscribed for by the Lenders, the Company may, with the consent of the Administrative Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity obligation to participate in all or a portion of such unsubscribed portion of the increased Commitments pursuant any increase described in this paragraph unless it agrees to paragraph (b) belowdo so in its sole discretion. (b) Any additional bank or financial institution that which, with the Company selects to offer participation in consent of the increased CommitmentsCompany, each Issuing Bank (which consent shall not be unreasonably withheld) and that the Paying Agent (which consent shall not be unreasonably withheld), elects to become a party to “Bank” under this Agreement and obtain a Commitment in connection with any increase described in Section 2.24(a) shall execute a New Lender Bank Supplement with the Company and the Administrative Agent(each, a “New Bank Supplement”), substantially in the form of Exhibit N (a "New Lender Supplement")H-2, whereupon such bank or financial institution (each, a "“New Lender"Bank”) shall become aa Bank 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. (c) On each Increased Facility Closing Date, each Bank holding Committed Loans prior to giving effect to this Section 2.24(c) (each, an “Existing Bank”) shall be deemed to have assigned to each Bank participating in the relevant Commitment increase (each, an “Increased Facility Bank”), and each such Increased Facility Bank shall be deemed to have purchased from each Existing Bank, at the principal amount thereof (together with accrued interest), such interests in the Committed Loans and participations in Letters of Credit outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Committed Loans and participations in Letters of Credit will be held by all the Banks (including such Increased Facility Banks) ratably in accordance with the percentage which its Commitment represents of the Total Commitment after giving effect to the increase to the Commitments on such Increased Facility Closing Date. In furtherance of the foregoing, on such Increased Facility Closing Date, (i) each Increased Facility Bank agrees to make payments to the Paying Agent for the benefit of the Existing Banks in an amount equal to the principal amount (together with accrued interest) of the interests in the Committed Loans and funded participations in any Letters of Credit relating to any unreimbursed drawings thereunder deemed to have been purchased by such Increased Facility Bank on such Increased Facility Closing Date pursuant to the immediately preceding sentence and (ii) each Existing Bank agrees to accept payments in an amount equal to the principal amount (together with accrued interest) of the interests in the Committed Loans and funded participations in any Letters of Credit relating to any unreimbursed drawings thereunder deemed to have been assigned by such Existing Bank on such Increased Facility Closing Date pursuant to the immediately preceding sentence. (d) The effectiveness of any increase to the Commitments pursuant to this Section 2.24 shall be subject to the satisfaction of the following conditions precedent: (i) no Default or Event of Default shall have occurred and be continuing immediately prior to, and immediately after, giving effect to such increase to the Commitments, (ii) the representations and warranties contained in Article V shall be correct in all material respects (or, to the extent subject to materiality or Material Adverse Effect qualifiers, in all respects) on and as of the date of such increase to the Commitments (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), immediately prior to, and after giving effect to, such increase to the Commitments, as though made on and as of such date and (iii) the Company shall have delivered such legal opinions, board resolutions, certificates and other documents reasonably requested by the Paying Agent in connection with such increase to the Commitments.

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 Company 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"), provided that the first such increase ”) which shall be in an amount equal to at least $93,750,000 and the second such increase shall be in an a minimum amount equal to $187,500,000 less 10,000,000 and shall not exceed, in the amount aggregate for all increases, $150,000,000. The Borrower shall offer each of the first such increase. Any such Commitment Increase Notice must offer each Lender Lenders the opportunity to subscribe for its pro rata share provide such Lender’s Percentage of the increased Commitments. If Revolving Credit Offered Increase Amount, and if any portion of the increased Commitments is not subscribed for by the LendersLender declines such offer, in whole or in part, the Company 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 as to any Person that is not at such time a Lender (which consent of the Administrative Agent shall not be unreasonably withheld, conditioned or delayed). The Commitment Increase Notice shall specify the Lenders and/or banks, offer to any existing Lender or to one or more additional banks or financial institutions or other entities that will be requested to provide such Revolving Credit Offered Increase Amount. The Borrower or, if requested by the opportunity to participate in all Borrower, the Administrative 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) belowoffer. (b) Any additional bank or bank, financial institution that or other entity which the Company Borrower selects to offer participation in a portion of the increased Commitments, Total Commitments and that which elects to become a party to this Agreement and obtain a Commitment in an amount so offered and accepted by it pursuant to Section 2.3(a) shall execute a new lender supplement (the “New Lender Supplement Supplement”) with the Company Borrower and the Administrative Agent, substantially in the form of Exhibit N (a "New Lender Supplement")A, whereupon such bank or bank, financial institution or other entity (herein called a "“New Revolving Credit Lender"”) shall become aa 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, provided that the Commitment of any such New Revolving Credit Lender shall be in an amount not less than $5,000,000. (c) Any Lender which accepts an offer to it by the Borrower to increase its Commitment pursuant to Section 2.3(a) shall, in each case, execute a commitment increase supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit B, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased. (d) If any bank, financial institution or other entity becomes a New Revolving Credit Lender pursuant to Section 2.3(b) or any Lender’s Commitment is increased pursuant to Section 2.3(c), additional Revolving Loans made on or after the effectiveness thereof (the “Revolving Credit Re-Allocation Date”) shall be made pro rata based on the Percentages in effect on and after such Revolving Credit Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Revolving Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Revolving Credit Lenders and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments otherwise available for Revolving Loans), and continuations of Eurodollar Loans outstanding on such Revolving Credit Re-Allocation Date shall be effected by repayment of such Eurodollar Loans on the last day of the Interest Period applicable thereto and the making of new Eurodollar Loans pro rata based on such new Percentages. In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of ABR Loans, the Borrower shall make prepayments thereof and borrowings of ABR Loans so that, after giving effect thereto, the ABR Loans outstanding are held pro rata based on such new Percentages. In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of Eurodollar Loans, such Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to the respective Lenders holding such Eurodollar Loans pro rata based on the respective principal amounts thereof outstanding. (e) Notwithstanding anything to the contrary in this Section 2.3, (i) no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion and unless the Administrative Agent consents to such increase (which consent of the Administrative Agent shall not be unreasonably withheld, conditioned or delayed); provided, that any Lender not responding to the Commitment Increase Notice within the time period prescribed therein shall be deemed to have declined to increase its Commitment and (ii) in no event shall any transaction effected pursuant to this Section 2.3 (A) cause the Total Commitments to exceed $650,000,000 or (B) occur at a time at which a Default or an Event of Default has occurred and is continuing. (f) The Administrative Agent shall have received on or prior to the Revolving Credit Re-Allocation Date, for the benefit of the Lenders, (i) a legal opinion of counsel to the Borrower covering such matters as are customary for transactions of this type as may be reasonably requested by the Administrative Agent, which opinions shall be substantially the same, to the extent appropriate, as the opinions rendered by counsel to the Borrower on the Effective Date and (ii) certified copies of resolutions of the board of directors of the Borrower authorizing the Borrower to borrow the Revolving Credit Offered Increase Amount.

Commitment Increases. (a) At any time after the Closing Date, provided PROVIDED that no Event of Default shall have occurred and be continuing, the Company Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the "Offered Increase AmountOFFERED INCREASE AMOUNT") of such proposed increase (such notice, a "Commitment Increase NoticeCOMMITMENT INCREASE NOTICE"), provided that the first such increase shall be in an amount equal to at least $93,750,000 and the second such increase shall be in an amount equal to $187,500,000 less the amount of the first such increase. Any such Commitment Increase Notice must offer each Lender 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 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 $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 LendersBanks, the Company Borrowers may, with the consent of the Administrative Agent as to any Person bank or financial institution that is not at such time a Lender Bank (which consent shall not be unreasonably withheldwithheld or delayed), offer to any existing Lender Bank or to one or more additional banks or financial institutions the opportunity to participate in provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. (b) Any additional bank or financial institution that the Company selects to offer participation in the increased Commitments, and that elects to become a party to this Agreement and obtain a Commitment shall execute a New Lender Supplement with the Company and the Administrative Agent, substantially in the form of Exhibit N (a "New Lender Supplement"), whereupon such bank or financial institution (a "New Lender") shall become a

Commitment Increases. (a) At any time after In the Closing Date, provided event that no Event of Default shall have occurred and be continuing, the Company may request an IBM wishes to increase of the aggregate Commitments by notice to Revolving Credit Commitments, it shall notify the Lenders (through the Administrative Agent in writing Agent) of the amount (the "Offered Increase Amount") of such proposed increase (such notice, a "“Commitment Increase Notice"Offer”), provided that the first such increase shall be in an amount equal to at least $93,750,000 and the second such increase shall be in an amount equal to $187,500,000 less the amount of the first such increase. Any such Each Commitment Increase Notice must Offer shall offer each Lender the opportunity to subscribe for its pro rata share of the increased Commitments. If any portion of the increased Commitments is not subscribed for by the Lenders, the Company may, with the consent of the Administrative Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld), offer to any existing Lender or to one or more additional banks or financial institutions Lenders the opportunity to participate in the increased Revolving Credit Commitments ratably in accordance with their respective Commitment Percentages. In the event that any Lender (each, a “Declining Lender”) shall fail to accept in writing a Commitment Increase Offer within 10 Business Days after receiving notice thereof, all or a portion of such unsubscribed any portion of the increased proposed increase in the Revolving Credit Commitments offered to the Declining Lenders (the aggregate of such offered amounts, the “Declined Amount”) may instead be allocated to any one or more additional banks, financial institutions or other entities pursuant to paragraph (b) below and/or to any one or more existing Lenders pursuant to paragraph (c)(ii) below. (b) Any additional bank or bank, financial institution that or other entity which, with the Company selects to offer participation consent of IBM and the Administrative Agent (which consent, in the increased Commitmentscase of the Administrative Agent, and that shall not be unreasonably withheld), elects to become a party to this Agreement and obtain a Revolving Credit Commitment in an amount equal to all or any portion of a Declined Amount shall execute a New Lender Supplement (each, a “New Lender Supplement”) with the Company IBM and the Administrative Agent, substantially in the form of Exhibit N (a "New Lender Supplement")I-1, whereupon such bank or bank, financial institution or other entity (herein called a "“New Lender"”) shall become aa 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, and Schedule 1.1 shall be deemed to be amended to add the name and Revolving Credit Commitment of such New Lender. (c) Any Lender which (i) accepts a Commitment Increase Offer pursuant to Section 11.23(a) or (ii) with the consent of IBM, elects to increase its Revolving Credit Commitment by an amount equal to all or any portion of a Declined Amount shall, in each case, execute a Commitment Increase Supplement (each, a “Commitment Increase Supplement”) with IBM and the Administrative Agent, substantially in the form of Exhibit I-2, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increased, and Schedule 1.1 shall be deemed to be amended to so increase the Revolving Credit Commitment of such Lender. (d) If on the date upon which a bank, financial institution or other entity becomes a New Lender pursuant to Section 11.23(b) or upon which a Lender’s Revolving Credit Commitment is increased pursuant to Section 11.23(a) or (c) there is an unpaid principal amount of Revolving Credit Loans, IBM shall borrow Revolving Credit Loans from such Lender in an amount determined by reference to the amount of each Type of Revolving Credit Loan (and, in the case of Eurodollar Loans, of each Eurodollar Tranche) which would then have been outstanding from such Lender if (i) each such Type or Eurodollar Tranche had been borrowed on the date such bank, financial institution or other entity became a Lender or such Lender’s Revolving Credit Commitment was increased, as the case may be, in each case after giving effect to such transaction and (ii) the aggregate amount of each such Type or Eurodollar Tranche requested to be so borrowed had been increased to the extent necessary to give effect, with respect to such Lender, to the borrowing allocation provisions of Section 2.2. Any Eurodollar Loan borrowed pursuant to the preceding sentence shall bear interest at a rate equal to the respective interest rates then applicable to the Eurodollar Loans of the other Lenders in the same Eurodollar Tranche. (e) Notwithstanding anything to the contrary in this Section 11.23, (i) the aggregate amount of increases in the Revolving Credit Commitments effected pursuant to this Section 11.23 shall not exceed $1,000,000,000, (ii) the aggregate amount of any increase in Revolving Credit Commitments pursuant to Section 11.23(b) or (c)(ii) shall be limited to the relevant Declined Amount and (iii) no Lender shall have any obligation to increase its Revolving Credit Commitment unless it agrees to do so in its sole discretion.

Commitment Increases. (a) At In the event that the Borrower wishes to increase the Commitments at any time after during the Closing DateIncrease Option Period, provided that no Event of Default shall have occurred and be continuing, subject to the Company may request an increase approval of the aggregate Commitments by notice to Administrative Agent, 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 the first such increase shall be ”) in an a minimum amount equal to at least $93,750,000 10,000,000; provided that, no Default or Event of Default shall have occurred and the second such increase shall be in an amount equal continuing immediately prior to $187,500,000 less the amount of the first and after giving effect to any such increase. Any such Commitment Increase Notice must The Borrower may, at its election, (i) offer each Lender one or more of the Lenders the opportunity to subscribe for its pro rata share of the increased Commitments. If any provide all or a portion of the increased Commitments is not subscribed for by the Lenders, the Company may, any Offered Increase Amount pursuant to paragraph (c) below and/or (ii) with the consent of each Issuing Lender and the Administrative Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld), offer to any existing Lender or to one or more additional banks or banks, financial institutions or other entities the opportunity to participate in provide all or a portion of such unsubscribed portion of the increased Commitments Offered Increase Amount pursuant to paragraph (b) below. (b) Any additional bank . Each Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or financial institution that other entities the Company selects Borrower desires to offer participation in provide such Offered Increase Amount. The Borrower or, if requested by the increased CommitmentsBorrower, and that elects to become a party to this Agreement and obtain a Commitment shall execute a New Lender Supplement with the Company and the Administrative AgentAgent will notify such Lenders, substantially in the form and/or banks, financial institutions or other entities of Exhibit N (a "New Lender Supplement"), whereupon such bank or financial institution (a "New Lender") shall become aoffer.

Commitment Increases. (a) At In the event that the Borrower wishes to increase the Total Commitment 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 Company 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"), provided that the first such increase shall be ) in an amount equal to at least $93,750,000 and the second such increase shall be in an a minimum amount equal to $187,500,000 less the amount 10,000,000. The Borrower shall offer each of the first such increase. Any such Commitment Increase Notice must offer each Lender Lenders the opportunity to subscribe for its pro rata share provide such Lender's Percentage of the increased Commitments. If Revolving Credit Offered Increase Amount, and if any portion of the increased Commitments is not subscribed for by the LendersLender declines such offer, in whole or in part, the Company 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 to any Person that is not at such time a an Eligible Assignee, the Issuing Lender (which consent consents of the Administrative Agent and the Issuing Lender shall not be unreasonably withheldwithheld or delayed). The Commitment Increase Notice shall specify the Lenders and/or banks, offer to any existing Lender or to one or more additional banks or financial institutions or other entities that will be requested to provide such Revolving Credit Offered Increase Amount. The Borrower or, if requested by the opportunity to participate in all Borrower, the Administrative 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) belowoffer. (b) Any additional bank or bank, financial institution that or other entity which the Company Borrower selects to offer participation in a portion of the increased Commitments, Total Commitment and that which elects to become a party to this Agreement and obtain a Commitment in an amount so offered and accepted by it pursuant to Section 2.3(a) shall execute a New Lender Supplement with the Company Borrower, the Issuing Lender and the Administrative Agent, substantially in the form of Exhibit N A, whereupon such bank, financial institution or other entity (herein called a "New Lender Supplement"), whereupon such bank or financial institution (a "New Revolving Credit Lender") shall become aa 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, provided that the Commitment of any such New Revolving Credit Lender shall be in an amount not less than $10,000,000. (c) Any Lender which accepts an offer to it by the Borrower to increase its Commitment pursuant to Section 2.3(a) shall, in each case, execute a Commitment Increase Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit B, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased. (d) If any bank, financial institution or other entity becomes a New Revolving Credit Lender pursuant to Section 2.3(b) or any Lender's Commitment is increased pursuant to Section 2.3(c), additional Revolving Loans made on or after the effectiveness thereof (the "Revolving Credit Re-Allocation Date") shall be made pro rata based on the Percentages in effect on and after such Revolving Credit Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Revolving Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Revolving Credit Lenders and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments otherwise available for Revolving Loans), and continuations of Eurodollar Loans outstanding on such Revolving Credit Re-Allocation Date shall be effected by repayment of such Eurodollar Loans on the last day of the Interest Period applicable thereto and the making of new Eurodollar Loans pro rata based on such new Percentages. In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of ABR Loans, the Borrower shall make prepayments thereof and borrowings of ABR Loans so that, after giving effect thereto, the ABR Loans outstanding are held pro rata based on such new Percentages. In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of Eurodollar Loans, such Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to the respective Lenders holding such Eurodollar Loans pro rata based on the respective principal amounts thereof outstanding. (e) Notwithstanding anything to the contrary in this Section 2.3, (i) in no event shall any transaction effected pursuant to this Section 2.3 cause the Total Commitment to exceed $300,000,000, (ii) in no event may the Borrower deliver more than one Commitment Increase Notice each year and (iii) no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (f) The Administrative Agent shall have received on or prior to the Revolving Credit Re-Allocation Date, for the benefit of the Lenders, (i) a legal opinion of counsel to the Borrower covering such matters as are customary for transactions of this type as may be reasonably requested by the Administrative Agent, which opinions shall be substantially the same, to the extent appropriate, as the opinions rendered by counsel to the Borrower on the Closing Date and (ii) certified copies of resolutions of the board of directors of the Borrower authorizing the Borrower to borrow the Revolving Credit Offered Increase Amount.

Commitment Increases. (a) At any time after In the Closing Dateevent that the Borrowers wish to increase the Total Revolving Credit Commitment, provided that no Event of Default they shall have occurred and be continuing, the Company may request an increase of the aggregate Commitments by notice to jointly notify the Administrative Agent in writing of the amount (the "Offered Increase AmountOFFERED INCREASE AMOUNT") of such proposed increase and, subject to Section 4.3(g), the amount by which each of the ITC Availability Limit and the METC Availability will be increased following such proposed increase (such notice, a "Commitment Increase NoticeCOMMITMENT INCREASE NOTICE"). (b) The Borrowers may, provided that the first such increase shall be in an amount equal to at least $93,750,000 and the second such increase shall be in an amount equal to $187,500,000 less the amount their election, (i) offer one or more of the first such increase. Any such Commitment Increase Notice must offer each Lender Lenders the opportunity to subscribe for its pro rata share of the increased Commitments. If any participate in all or a portion of the increased Commitments is not subscribed for by the Lenders, the Company may, Offered Increase Amount pursuant to paragraph (d) below and/or (ii) with the consent of the Administrative Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld), offer to any existing Lender or to one or more additional banks or banks, financial institutions or other entities the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments Offered Increase Amount pursuant to paragraph (bc) below. Each Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Borrowers desire to participate in such Commitment Increase. The Borrowers or, if requested by the Borrowers, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offer. (bc) Any additional bank or bank, financial institution that or other entity which the Company selects Borrowers select to offer participation in the increased Commitments, Commitments and that which elects to become a party to this the Agreement and obtain provide a Commitment in an amount so offered and accepted by it pursuant to Section 4.3(a)(ii) shall execute a New Lender Supplement (each a "NEW LENDER SUPPLEMENT") with the Company Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a "New Lender Supplement")D, whereupon such bank or bank, financial institution or other entity (herein called a "New LenderNEW LENDER") shall become aa 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, and Schedule I shall be deemed to be amended to add the name and Commitment of such New Lender. (d) Any Lender which accepts an offer to it by the Borrowers to increase its Commitment pursuant to Section 4.3(b)(i) shall, in each case, execute a Commitment Increase Supplement (each a "COMMITMENT INCREASE SUPPLEMENT") with the Borrowers and the Administrative Agent, substantially in the form of Exhibit E, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule I shall be deemed to be amended to increase the Commitment of such Lender. (e) If on the date upon which a bank, financial institution or other entity becomes a New Lender pursuant to Section 4.3(c) or a Lender increases its Commitment pursuant to Section 4.3(d), there is an unpaid principal amount of Revolving Credit Loans, the relevant Borrower shall borrow Revolving Credit Loans from the Lenders and/or (subject to compliance by the Borrower with Section 2.11) prepay Revolving Credit Loans of the Lenders such that, after giving effect thereto, the Revolving Credit Loans (including, without limitation, the Types thereof and LIBOR Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Revolving Credit Commitment Percentages. (f) If on the date upon which a bank, financial institution or other entity becomes a New Lender pursuant to Section 4.3(c) or a Lender increases its Commitment pursuant to Section 4.3(d), there are Letters of Credit Outstanding, each Lender that has a Revolving Credit Commitment shall be deemed to have sold and transferred to each other Lender that has a Revolving Credit Commitment, and each such Lender that has a Revolving Credit Commitment shall be deemed irrevocably and unconditionally to have purchased and received from such other Lender that has a Revolving Credit Commitment, without recourse or warranty, an L/C Participation, to the extent of such Lender's Revolving Credit Commitment Percentage, in such Letters of Credit Outstanding, provided that no LC Participations shall be sold, transferred, purchased and received in respect of any Unpaid Drawing existing at the time an entity becomes a New Lender pursuant to Section 4.3(c) or a Lender increases its Commitment pursuant to Section 4.3(d). (g) Notwithstanding anything to the contrary in this Section 4.3, prior to each New Lender Supplement and Commitment Increase Supplement becoming effective, and as a condition precedent to such effectiveness, the Borrowers shall furnish to the Administrative Agent such evidence of legal and corporate authority (including legal opinions of counsel to the Borrowers) as the Administrative Agent may request in connection with such New Lender Supplement or Commitment Increase Supplement, as the case may be. Notwithstanding anything to the contrary in this Section 4.3, in no event shall any transaction effected pursuant to this subsection cause (A) the ITC Availability Limit or the METC Availability Limit to be increased by greater than $25,000,000 and (B) the Total Revolving Credit Commitment to exceed $190,000,000 or to increase in an amount of less than $500,000 or a multiple of $100,000 in excess thereof. (h) Notwithstanding the foregoing, the increase of the Revolving Credit Commitments with respect to either Borrower pursuant to this Section shall not be effective unless the Administrative Agent shall have received a certificate of an Authorized Officer of such Borrower certifying that: (i) no Default or Event of Default with respect to such Borrower shall have occurred and be continuing on the date of such increase and after giving effect thereto; and (ii) the representations and warranties made by such Borrower contained in this Agreement are true and correct on and as of the date of such increase and after giving effect thereto, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

Commitment Increases. (a) At In the event that the Company wishes to increase the total Commitment at any time after the Closing Date, provided that and from time to time when no Default or Event of Default shall have has occurred and be is continuing, the Company 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 (each such notice, a "“Commitment Increase Notice"”). The Company may, provided that the first such increase shall be in an amount equal at its election, from time to at least $93,750,000 and the second such increase shall be in an amount equal to $187,500,000 less the amount time (i) offer one or more of the first such increase. Any such Commitment Increase Notice must offer each Lender Lenders the opportunity to subscribe for its pro rata share of the increased Commitments. If any portion of the increased Commitments is not subscribed for by the Lenders, the Company may, with the consent of the Administrative Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in provide all or a portion of such unsubscribed the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) offer one or more additional banks, financial institutions or other entities reasonably acceptable to the Administrative Agent the opportunity to provide all or a portion of the increased Commitments Offered Increase Amount pursuant to paragraph (b) below. Each Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Company desires to provide such Offered Increase Amount. The Company or, if requested by the Company, the Administrative Agent will notify such Lenders, and/or banks, financial institutions or other entities of such offer. (b) Any additional bank or bank, financial institution that or other entity which the Company selects to offer participation in the increased Commitments, Commitments and that which elects to become a party to Lender under this Agreement and obtain a Commitment in an amount so offered and accepted by it pursuant to subsection 2.10(a)(ii) shall execute a New Lender Supplement with the Company and the Administrative Agent, substantially in the form of Exhibit N (a "New Lender Supplement")J hereto, whereupon such bank or bank, financial institution or other entity (herein called a "“New Lender"”) shall become aa 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. (c) Any Lender which accepts an offer to it by the Company to increase its Commitment pursuant to subsection 2.10(a)(i) shall, in each case, execute a Commitment Increase Supplement with the Company and the Administrative Agent, substantially in the form of Exhibit K hereto, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased. (d) If any bank, financial institution or other entity becomes a New Lender pursuant to subsection 2.10(b) or any Lender’s Commitment is increased pursuant to subsection 2.10(c), additional Commitment Rate Loans made on or after the effectiveness thereof (the

Commitment Increases. (a) At In the event that the Borrower wishes to increase the aggregate Commitments at any time after the Closing Date, provided that no Event of Default shall have has occurred and be is continuing, the Company 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 increases in the first such increase aggregate Commitments shall be in increments of $50,000,000 and the aggregate Commitments shall not be increased to an amount equal to exceeding $700,000,000. The Borrower may, at least $93,750,000 and the second such increase shall be in an amount equal to $187,500,000 less the amount its election, (i) offer one or more of the first such increase. Any such Commitment Increase Notice must offer each Lender Lenders the opportunity to subscribe for its pro rata share of the increased Commitments. If any participate in all or a portion of the increased Commitments is not subscribed for by the Lenders, the Company may, Offered Increase Amount pursuant to subsection (c) below and/or (ii) with the consent of the Administrative Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld), offer to any existing Lender or to one or more additional banks or banks, financial institutions or other entities the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments Offered Increase Amount pursuant to paragraph (b) below. Each Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Borrower desires to participate in such 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. (b) Any additional bank or bank, financial institution that or other entity which the Company Borrower selects to offer participation in the increased Commitments, and that which elects to become a party to this Agreement and obtain a Commitment shall execute a New Lender Supplement with the Company Borrower and the Administrative Agent, substantially in the form of Exhibit N (a "New Lender Supplement")C, whereupon such bank or bank, financial institution or other entity (for purposes of this Section 2.20, herein called a "New Lender") shall become aa 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, and Schedule 2.01 shall be deemed to be amended to add the name and Commitments of such New Lender, provided that the Commitment of any such New Lender shall be in an amount not less than $10,000,000. (c) Any Lender which accepts an offer to it by the Borrower to increase its Commitment pursuant to subsection 2.20(a)(i) shall, in each case, execute a Commitment Increase Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit D, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule 2.01 shall be deemed to be amended to so increase the Commitment of such Lender. (d) The effectiveness of any New Lender Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrower and legal opinions of counsel to the Borrower as it shall reasonably request with respect thereto. (e) If any bank, financial institution or other entity becomes a New Lender pursuant to subsection 2.20(b) or any Lender's Commitment is increased pursuant to subsection 2.20(c), additional Loans made on or after the effectiveness thereof (the "Re-Allocation Date") shall be made pro rata based on the Applicable Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lenders and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments otherwise available for Loans), and continuations of Eurodollar Loans outstanding on such Re-Allocation Date shall be effected by repayment of such Eurodollar Loans on the last day of the Interest Period applicable thereto and the making of new Eurodollar Loans pro rata based on such new Applicable Percentages. In the event that on any such Re-Allocation Date there is an unpaid principal amount of Base Rate Loans, the Borrower shall make prepayments thereof and borrowings of Base Rate Loans so that, after giving effect thereto, the Base Rate Loans outstanding are held pro rata based on such new Applicable Percentages. In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurodollar Loans, such Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to the respective Lenders holding such Eurodollar Loans pro rata based on the respective principal amounts thereof outstanding. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $700,000,000, and (ii) no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion.

Commitment Increases. (ai) At In the event that the Borrower wishes to increase the aggregate Commitments at any time after prior to the Closing Revolving Credit Commitment Termination Date, and provided that no Default or Event of Default shall have has occurred and be is then continuing, it shall notify the Company 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"). The Borrower may, provided that the first such increase shall be in an amount equal to at least $93,750,000 and the second such increase shall be in an amount equal to $187,500,000 less the amount its election, (x) offer one or more of the first such increase. Any such Commitment Increase Notice must offer each Lender Banks the opportunity to subscribe for its pro rata share of the increased Commitments. If any participate in all or a portion of the increased Commitments is not subscribed for by the Lenders, the Company may, Offered Increase Amount pursuant to subsection (iii) below and/or (y) with the consent of the Administrative Agent as in the event the existing Banks choose not to any Person that is not at such time a Lender participate in all of the Offered Increase Amount (which consent shall not be unreasonably withheld), offer to any existing Lender or to one or more additional banks or banks, financial institutions or other entities the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments Offered Increase Amount pursuant to paragraph (bii) below, to the extent of such Offered Increase Amount not participated in by the existing Banks. Each Commitment Increase Notice shall specify which Banks and/or banks, financial institutions or other entities the Borrower desires to participate in such commitment increase. The Borrower or, if requested by the Borrower, the Agent will notify such Banks and/or banks, financial institutions or other entities of such offer. (bii) Any additional bank or bank, financial institution that or other entity which the Company Borrower selects with the consent of the Agent in accordance with subsection (i) above to offer participation in the increased Commitments, and that which elects to become a party to this Agreement and obtain a Revolving Credit Commitment and Term Loan Commitment in an amount so offered and accepted by it pursuant to subsection (i) above, shall execute a New Lender Bank Supplement with the Company Borrower and the Administrative Agent, substantially in the form of Exhibit N E, whereupon such bank, financial institution or other entity (herein called a "New Lender Supplement"), whereupon such bank or financial institution (a "New LenderBank") shall become abecome

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 Company 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"), provided that the first such increase ”) which shall be in an amount equal to at least $93,750,000 and the second such increase shall be in an a minimum amount equal to $187,500,000 less 10,000,000 and shall not exceed, in the amount aggregate for all increases, $150,000,000. The Borrower shall offer each of the first such increase. Any such Commitment Increase Notice must offer each Lender Lenders the opportunity to subscribe for its pro rata share provide such Lender’s Percentage of the increased Commitments. If Revolving Credit Offered Increase Amount, and if any portion of the increased Commitments is not subscribed for by the LendersLender declines such offer, in whole or in part, the Company 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 as to any Person that is not at such time a Lender (which consent of the Administrative Agent shall not be unreasonably withheld, conditioned or delayed). The Commitment Increase Notice shall specify the Lenders and/or banks, offer to any existing Lender or to one or more additional banks or financial institutions or other entities that will be requested to provide such Revolving Credit Offered Increase Amount. The Borrower or, if requested by the opportunity to participate in all Borrower, the Administrative 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) belowoffer. (b) Any additional bank or bank, financial institution that or other entity which the Company Borrower selects to offer participation in a portion of the increased Commitments, Total Commitments and that which elects to become a party to this Agreement and obtain a Commitment in an amount so offered and accepted by it pursuant to Section 2.3(a) shall execute a new lender supplement (the “New Lender Supplement Supplement”) with the Company Borrower and the Administrative Agent, substantially in the form of Exhibit N (a "New Lender Supplement")A, whereupon such bank or bank, financial institution or other entity (herein called a "“New Revolving Credit Lender"”) shall become aa 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, provided that the Commitment of any such New Revolving Credit Lender shall be in an amount not less than $5,000,000. (c) Any Lender which accepts an offer to it by the Borrower to increase its Commitment pursuant to Section 2.3(a) shall, in each case, execute a commitment increase supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit B, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased. (d) If any bank, financial institution or other entity becomes a New Revolving Credit Lender pursuant to Section 2.3(b) or any Lender’s Commitment is increased pursuant to Section 2.3(c), additional Revolving Loans made on or after the effectiveness thereof (the “Revolving Credit Re-Allocation Date”) shall be made pro rata based on the Percentages in effect on and after such Revolving Credit Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Revolving Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Revolving Credit Lenders and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments otherwise available for Revolving Loans), and continuations of Term Benchmark Loans outstanding on such Revolving Credit Re-Allocation Date shall be effected by repayment of such Term Benchmark Loans on the last day of the Interest Period applicable thereto and the making of new Term Benchmark Loans pro rata based on such new Percentages. In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of ABR Loans, the Borrower shall make prepayments thereof and borrowings of ABR Loans so that, after giving effect thereto, the ABR Loans outstanding are held pro rata based on such new Percentages. In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of Term Benchmark Loans, such Term Benchmark Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Term Benchmark Loans will be paid thereon to the respective Lenders holding such Term Benchmark Loans pro rata based on the respective principal amounts thereof outstanding. (e) Notwithstanding anything to the contrary in this Section 2.3, (i) no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion and unless the Administrative Agent consents to such increase (which consent of the Administrative Agent shall not be unreasonably withheld, conditioned or delayed); provided, that any Lender not responding to the Commitment Increase Notice within the time period prescribed therein shall be deemed to have declined to increase its Commitment and (ii) in no event shall any transaction effected pursuant to this Section 2.3 (A) cause the Total Commitments to exceed $650,000,000 or (B) occur at a time at which a Default or an Event of Default has occurred and is continuing. (f) The Administrative Agent shall have received on or prior to the Revolving Credit Re-Allocation Date, for the benefit of the Lenders, (i) a legal opinion of counsel to the Borrower covering such matters as are customary for transactions of this type as may be reasonably requested by the Administrative Agent, which opinions shall be substantially the same, to the extent appropriate, as the opinions rendered by counsel to the Borrower on the Effective Date and (ii) certified copies of resolutions of the board of directors of the Borrower authorizing the Borrower to borrow the Revolving Credit Offered Increase Amount.

Commitment Increases. (a) At The Borrowers’ Agent shall be entitled to request, either on the Effective Date or at any time, and from time after to time, prior to the Closing Termination Date, that the Commitments be increased by an aggregate amount not to exceed Fifty Million Dollars $50,000,000 (such additional Commitments are referred to herein as the “Additional Commitments”); provided that no Event of Default shall have occurred and be continuing, the Company may (x) each 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, for a "Commitment Increase Notice"), provided that the first such increase shall be in an amount equal to at least $93,750,000 and the second such increase shall be in an amount equal to $187,500,000 less the a minimum amount of Ten Million Dollars ($10,000,000), (y) no more than four requests for a Commitment increase may be made during any consecutive twelve-month period and (z) in no event shall the first aggregate Commitments exceed at any time Two Hundred Twenty-Five Million Dollars ($225,000,000); and provided further that, to the extent that the request occurs after the Effective Date, (i) no Default or Event of Default exists at the time of such increase. Any such Commitment Increase Notice must offer each Lender request, (ii) the opportunity to subscribe for its pro rata share of the increased Commitments. If any portion of the increased Commitments is not subscribed for by the Lenders, the Company may, with the consent of Borrowers’ Agent gives the Administrative Agent as thirty (30) days prior written notice of such election, (iii) no Lender shall be obligated to increase such Lender’s Commitment without such Lender’s prior written consent, which may be withheld in such Lender’s sole discretion, and (iv) any Person providing any Additional Commitment amount that is not at such time already a Lender (which consent shall not must be unreasonably withheld), offer reasonably acceptable to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. (b) Any additional bank or financial institution that the Company selects to offer participation in the increased Commitments, and that elects to become a party to this Agreement and obtain a Commitment shall execute a New Lender Supplement with the Company and the Administrative Agent, substantially the L/C Issuers and the Borrowers’ Agent. In connection with any such increase in the form Commitments the parties shall execute any documents reasonably requested in connection with or to evidence such increase, including without limitation an amendment to this Agreement. In the event of Exhibit N (a "New Lender Supplement"any increase in the Commitments pursuant to this Section 2.1(b), whereupon such bank or financial institution the L/C Sublimit and the Swing Line Sublimit shall increase automatically pro rata on a percentage basis (a "New Lender") i.e. any percentage increase in the aggregate amount of the Commitments pursuant to this Section shall become aresult in an equal percentage increase the Swing Line Sublimit and the L/C Sublimit).

Commitment Increases. (a) At In the event that at any time after the Closing Date, provided that when no Default or Event of Default shall have has occurred and be continuing, is continuing the Company may request an wishes to increase of the aggregate Commitments by notice to Commitments, it shall notify the Administrative Agent in writing of the amount (the "Offered Increase Amount") of such proposed increase increase. The Company may, at its election, (such notice, a "Commitment Increase Notice"), provided that the first such increase shall be in an amount equal to at least $93,750,000 and the second such increase shall be in an amount equal to $187,500,000 less the amount i) offer one or more of the first such increase. Any such Commitment Increase Notice must offer each Lender Lenders the opportunity to subscribe for its pro rata share of the increased Commitments. If any participate in all or a portion of the increased Commitments is not subscribed for by the Lenders, the Company may, Offered Increase Amount pursuant to paragraph (c) below and/or (ii) with the consent of the Administrative Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld), offer to any existing Lender or to one or more additional banks or banks, financial institutions or other 51 46 entities the opportunity to participate in assume all or a portion of such unsubscribed portion of the increased Commitments Offered Increase Amount pursuant to paragraph (b) below. (b) Any additional bank or bank, financial institution that or other entity which the Company selects to offer participation in the increased Commitments, right to assume a portion of the Offered Increase Amount and that which elects to become a party to this Agreement and obtain a Commitment in an amount so offered and accepted by it pursuant to Section 2.20(a)(ii) shall execute a New Lender Supplement with the Company and the Administrative Agent, substantially whereupon such bank, financial institution or other entity 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, and Schedule 2.01 shall be deemed to be amended to add the name and Commitment of such new Lender. (c) Any Lender which accepts an offer to it by the Company to increase its Commitment pursuant to Section 2.20(a)(i) shall, in each case, execute a Commitment Increase Supplement with the form of Exhibit N (a "New Lender Supplement")Company and the Administrative Agent, whereupon such bank or financial institution Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule 2.01 shall be deemed to be amended to so increase the Commitment of such Lender. (a "New Lender"d) Notwithstanding anything to the contrary in this Section 2.20, (i) the aggregate Commitments may be increased only in integral multiples of $100,000,000 and in an aggregate amount not exceeding $400,000,000 and (ii) no Lender shall become ahave any obligation to increase its Commitment pursuant to this Section 2.20 unless it agrees to do so in its sole discretion.

Commitment Increases. (a) At In the event that the Company wishes to increase the total Commitment at any time after the Closing Date, provided that and from time to time when no Default or Event of Default shall have has occurred and be is continuing, the Company 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 (each such notice, a "“Commitment Increase Notice"”). The Company may, provided that the first such increase shall be in an amount equal at its election, from time to at least $93,750,000 and the second such increase shall be in an amount equal to $187,500,000 less the amount time (i) offer one or more of the first such increase. Any such Commitment Increase Notice must offer each Lender Lenders the opportunity to subscribe for its pro rata share of the increased Commitments. If any portion of the increased Commitments is not subscribed for by the Lenders, the Company may, with the consent of the Administrative Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in provide all or a portion of such unsubscribed the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) offer one or more additional banks, financial institutions or other entities reasonably acceptable to the Administrative Agent the opportunity to provide all or a portion of the increased Commitments Offered Increase Amount pursuant to paragraph (b) below. Each Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Company desires to provide such Offered Increase Amount. The Company or, if requested by the Company, the Administrative Agent, will notify such Lenders, and/or banks, financial institutions or other entities of such offer. (b) Any additional bank or bank, financial institution that or other entity which the Company selects to offer participation in the increased Commitments, Commitments and that which elects to become a party to Lender under this Agreement and obtain a Commitment in an amount so offered and accepted by it pursuant to subsection 2.10(a)(ii) shall execute a New Lender Supplement with the Company Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a "New Lender Supplement")F hereto, whereupon such bank or bank, financial institution or other entity (herein called a "“New Lender"”) shall become aa 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. (c) Any Lender which accepts an offer to it by the Company to increase its Commitment pursuant to subsection 2.10(a)(i) shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit G hereto, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased. (d) If any bank, financial institution or other entity becomes a New Lender pursuant to subsection 2.10(b) or any Lender’s Commitment is increased pursuant to subsection 2.10(c), additional Loans made on or after the effectiveness thereof (the “Credit Re-Allocation Date”) shall be made pro rata based on the Commitment Percentages in effect on and after such Credit Re-Allocation Date. In the event that on any such Credit Re-Allocation Date there is an unpaid principal amount of any Loans, the Borrowers shall make prepayments thereof and borrowings of Loans so that, after giving effect thereto, the Loans outstanding are held pro rata based on such new Commitment Percentages. (e) Notwithstanding anything to the contrary in this subsection 2.10, in no event shall any transaction be effected pursuant to this subsection 2.10, (i) that would increase the aggregate amount of the total Commitments by an amount greater than the Maximum Increase Amount, as calculated immediately prior to such transaction, (ii) unless no Default or Event of Default shall have occurred and be continuing (or would occur after giving effect to such transaction), (iii) unless the Company and its Subsidiaries shall be in pro forma compliance with each of the financial covenants specified in subsection 8.1, and (iv) unless each of the representations and warranties made by the Borrowers in or pursuant to this Agreement or any of the other Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except to the extent any such representations and warranties relate, by their terms, to a specific date, in which case such representations and warranties shall be true and correct in all material respects on and as of such specific date). (f) To the extent reasonably requested by the Administrative Agent, it shall be a condition precedent to any increase in the Commitments pursuant to this subsection 2.10 that the Administrative Agent shall have received on or prior to the Credit Re-Allocation Date, for the benefit of the Lenders, (i) legal opinions of counsel to the Borrowers covering such matters as are customary for transactions of this type and such other matters as may be reasonably requested by the Administrative Agent and (ii) any other certificates or documents that the Administrative Agent shall reasonably request, each in form and substance reasonably satisfactory to the Administrative Agent. Increases in the Commitments in accordance with this subsection 2.10 will not require the consent of the Majority Lenders. (g) The Administrative Agent will notify all Lenders of each increase in Commitments pursuant to this subsection. (h) Notwithstanding anything in subsection 11.1 to the contrary, the Administrative Agent, at the request of the Borrower, shall, and is hereby expressly permitted to, (i) amend the Loan Documents and (ii) enter into additional Collateral Documents, in each case to the extent necessary to (A) give effect to any increases pursuant to this subsection 2.10, (B) implement any mechanical changes necessary or advisable in connection therewith or (C) to cause the additional commitments to be secured by Liens on the Collateral.

Commitment Increases. (a) At In the event that the Company wishes to increase the total Commitment at any time after the Closing Date, provided that when no Default or Event of Default shall have has occurred and be is continuing, the Company 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 the first such increase shall be ) in an amount equal to at least $93,750,000 and the second such increase shall be in an a minimum amount equal to $187,500,000 less the amount 5,000,000. The Company may, at its election, (i) offer one or more of the first such increase. Any such Commitment Increase Notice must offer each Lender Lenders the opportunity to subscribe for its pro rata share of the increased Commitments. If any provide all or a portion of the increased Commitments is not subscribed for by the Lenders, the Company may, Offered Increase Amount pursuant to paragraph (c) below and/or (ii) with the consent of the Administrative Agent as to any Person that is not at and each Issuing Bank (each such time a Lender (which consent shall not be unreasonably withheld), offer to any existing Lender or to one or more additional banks or banks, financial institutions or other entities the opportunity to participate in provide all or a portion of such unsubscribed portion of the increased Commitments Offered Increase Amount pursuant to paragraph (b) below. The Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Company desires to provide such Offered Increase Amount. The Company or, if requested by the Company, the Administrative Agent will notify such Lenders, and/or banks, financial institutions or other entities of such offer. (b) Any additional bank or bank, financial institution that or other entity which the Company selects to offer participation in the increased Commitments, Commitments and that which elects to become a party to this Agreement and obtain a Commitment in an amount so offered and accepted by it pursuant to Section 2.10(a)(ii) shall execute a New Lender Supplement with the Company and the Administrative Agent, substantially in the form of Exhibit N (a "New Lender Supplement")E, whereupon such bank or bank, financial institution or other entity (herein called a "New Lender") shall become aa 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, provided that the Commitment of any such New Lender shall be in an amount not less than $5,000,000. 22 (c) Any Lender which accepts an offer to it by the Company to increase its Commitment pursuant to Section 2.10(a)(i) shall, in each case, execute a Commitment Increase Supplement with the Company, the Issuing Bank and the Administrative Agent, substantially in the form of Exhibit F, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased. (d) If any bank, financial institution or other entity becomes a New Lender pursuant to Section 2.10(b) or any Lender's Commitment is increased pursuant to Section 2.10(c), additional Commitment Rate Loans made on or after the effectiveness thereof (the "Credit Re-Allocation Date") shall be made pro rata based on the Commitment Percentages in effect on and after such Credit Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lenders and/or Lenders with such increased Commitments to the extent of, and pro rata based upon, their respective Commitments otherwise available for Loans), and continuations of Eurocurrency Loans outstanding on such Credit Re-Allocation Date shall be effected by repayment of such Eurocurrency Loans on the last day of the Interest Period applicable thereto and the making of new Eurocurrency Loans pro rata based on such new Commitment Percentages. In the event that on any such Credit Re-Allocation Date there is an unpaid principal amount of ABR Loans, the Company shall make prepayments thereof and borrowings of ABR Loans so that, after giving effect thereto, the ABR Loans outstanding are held pro rata based on such new Commitment Percentages. In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Company elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to the respective Lenders holding such Eurocurrency Loans pro rata based on the respective principal amounts thereof outstanding. (e) Notwithstanding anything to the contrary in this Section 2.10, (i) in no event shall any transaction effected pursuant to this Section 2.10 cause the total Commitments to exceed $150,000,000, (ii) in no event may the Company deliver more than one Commitment Increase Notice and (iii) no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (f) It shall be a condition precedent to an increase in the Commitments pursuant to this Section 2.10 that the Administrative Agent shall have received on or prior to the Credit Re-Allocation Date, for the benefit of the Lenders, (i) legal opinions of counsel to the Company covering such matters as are customary for transactions of this type and such other matters as may be reasonably requested by the Administrative Agent and (ii) certified copies of resolutions of the Company authorizing the Offered Increase Amount. (g) The Administrative Agent will notify all Lenders of each increase in Commitments pursuant to this Section.

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 Company 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 first such increase aggregate Revolving Credit Commitments shall be in an amount equal to at least increments of $93,750,000 and the second such increase shall be in an amount equal 50,000,000 up to $187,500,000 less 1,000,000,000 and (y) in no event shall the amount 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. The Borrower may, at its election, (i) offer one or more of the first such increase. Any such Commitment Increase Notice must offer each Lender Lenders the opportunity to subscribe for its pro rata share of the increased Commitments. If any participate in all or a portion of the increased Commitments is not subscribed for by the Lenders, the Company may, Offered Increase Amount pursuant to subsection (c) below and/or (ii) with the consent of the Administrative Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld), offer to any existing Lender or to one or more additional banks or banks, financial institutions or other entities the opportunity to 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. Each Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Borrower desires to participate in such 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. (b) Any additional bank or bank, financial institution that or other entity which the Company Borrower selects to offer participation in the increased Revolving Credit Commitments and, where applicable, the increased Multicurrency Commitments, and that which elects to become a party to this Agreement and obtain a Revolving Credit Commitment and, where applicable, a Multicurrency Commitment in an amount so offered and accepted by it pursuant to subsection 2.15(a)(ii) shall execute a New Lender Supplement with the Company Borrower and the Administrative Agent, substantially in the form of Exhibit N (a "New Lender Supplement")J, whereupon such bank or bank, financial institution or other entity (herein called a "New Lender") shall become aa 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, and Schedule I shall be deemed to be amended to add the name and Commitments of such New Lender, provided that the Revolving Credit Commitment of any such new Lender shall be in an amount not less than $10,000,000. (c) Any Lender which accepts an offer to it by the Borrower to increase its Revolving Credit Commitment and/or Multicurrency Commitment pursuant to subsection 2.15(a)(i) shall, in each case, execute a Commitment Increase Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit K, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment and/or Multicurrency Commitment as so increased, and Schedule I shall be deemed to be amended to so increase the Revolving Credit Commitment and/or Multicurrency Commitment of such Lender. (d) The effectiveness of any New Lender Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrower and legal opinions of counsel to the Borrower as it shall reasonably request with respect thereto. (e) Notwithstanding anything to the contrary in this subsection 2.15, (i) in no event shall any transaction effected pursuant to this subsection 2.15 cause the aggregate Revolving Credit Commitments to exceed $1,000,000,000, and (ii) no Lender shall have any obligation to increase its Revolving Credit Commitment and/or Multicurrency Commitment unless it agrees to do so in its sole discretion.

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 Company 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"), provided that the first such increase shall be in an amount equal to at least $93,750,000 and the second such increase shall be in an amount equal to $187,500,000 less the amount of the first such increase. Any such Commitment Increase Notice must offer each Lender the opportunity to subscribe for its pro rata share of the increased Commitments. If any portion of the increased Commitments is not subscribed for by the Lenders, the Company Borrower may, with the consent of the Administrative Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld), offer to any existing Lender or to and one or more additional (i) of the Revolving Credit Lenders and/or (ii) banks or other financial institutions arranged by CSI in consultation with the opportunity to participate in all or Borrower (each such entity a portion "NEW REVOLVING CREDIT Lender"), increase the Total Revolving Credit Commitments by an aggregate amount of not less than $25,000,000, which increase shall be provided by such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. (b) Revolving Credit Lenders and/or New Revolving Credit Lenders. Any additional bank or financial institution that the Company selects to offer participation such increase in the increased CommitmentsTotal Revolving Credit Commitments shall be evidenced by (x) in the case of clause (i) above, the execution and that elects to become a party to this Agreement delivery by the Borrower, the Subsidiary Borrowers, the Administrative Agent and obtain such Revolving Credit Lender of a Commitment shall execute a New Lender Supplement with the Company and the Administrative AgentIncrease Supplement, substantially in the form of Exhibit N (a "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"), 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 bank Revolving Credit Lender or financial institution (a New Revolving Credit Lender shall be bound by and entitled to 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 be amended to so increase the Revolving Credit Commitment of such Revolving Credit Lender and/or add the name and Revolving Credit Commitment of such New Revolving Credit Lender."New Lender") shall become a

Commitment Increases. (a) At The Company may, at any time or from time to time, propose that the Commitments hereunder be increased (each such proposed increase being a “Commitment Increase”) by notice to the Agent, specifying each existing Bank (each an “Increasing Bank”) and/or each additional bank (each an “Assuming Bank”) that, in the case of each Increasing Bank and each Assuming Bank, shall have agreed in its sole discretion to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days after delivery of such notice and 30 days prior to the Closing Termination Date; provided that: (i) the minimum amount of the Commitment of any Assuming Lender, provided that and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $25,000,000 or a larger multiple of $5,000,000; (ii) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Banks hereunder shall not exceed $500,000,000; (iii) no Default or Event of Default shall have occurred and be continuing, the Company 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"), provided that the first such increase shall be in an amount equal to at least $93,750,000 and the second such increase shall be in an amount equal to $187,500,000 less the amount of the first such increase. Any continuing on such Commitment Increase Notice must offer each Lender Date or shall result from the opportunity to subscribe for its pro rata share proposed Commitment Increase; and (iv) the representations and warranties contained in this Agreement shall be true and correct in all material respects on and as of the increased Commitments. If any portion of the increased Commitments is not subscribed for by the Lenders, the Company may, with the consent of the Administrative Agent Commitment Increase Date as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion if made on and as of such unsubscribed portion date (or, if any such representation or warranty is expressly stated to have been made as of the increased Commitments pursuant to paragraph (b) belowa specific date, as of such specific date). (b) Any additional bank or financial institution that the Company selects to offer participation in the increased Commitments, and that elects to become a party to this Agreement and obtain a Commitment shall execute a New Lender Supplement with the Company and the Administrative Agent, substantially in the form of Exhibit N (a "New Lender Supplement"), whereupon such bank or financial institution (a "New Lender") shall become a

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 Company 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 Notice"Increase”), provided that the first such increase shall be in an amount equal to at least $93,750,000 and the second for each Augmenting Lender set forth in such increase shall be in an amount equal to $187,500,000 less notice; provided that (i) the amount of the first such increase. Any such each Commitment Increase Notice must offer each Lender 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. If any portion of Each Augmenting Lender (if not then a Lender) shall be subject to the increased Commitments is not subscribed for by the Lenders, the Company may, with the consent approval of the Administrative Agent as to any Person that is not at such time a Lender (which consent approval shall not be unreasonably withheld)withheld or delayed) and shall not be subject to the approval of any other Lenders, offer and Mondelēz International and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to any existing Lender or to one or more additional banks or financial institutions evidence the opportunity to participate in all or a portion Commitment of such unsubscribed portion Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of the increased Commitments pursuant to paragraph (b) below. (b) Any additional bank or financial institution that the Company selects to offer participation in the increased Commitments, and that elects to become a party to this Agreement and obtain a any Commitment shall execute a New Lender Supplement Increase together with the Company and the Administrative Agent, substantially in the form notice of Exhibit N (a "New Lender Supplement"), whereupon such bank or financial institution (a "New Lender") shall become aCommitment Increase being referred

Commitment Increases. (a) At In the event that the Company wishes to increase the total Commitments at any time after the Closing Date, provided that and from time to time when no Default or Event of Default shall have has occurred and be is continuing, the Company 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 (each such notice, a "“Commitment Increase Notice"”). The Company may, provided that the first such increase shall be in an amount equal at its election, from time to at least $93,750,000 and the second such increase shall be in an amount equal to $187,500,000 less the amount time (i) offer one or more of the first such increase. Any such Commitment Increase Notice must offer each Lender Lenders the opportunity to subscribe for its pro rata share of the increased Commitments. If any portion of the increased Commitments is not subscribed for by the Lenders, the Company may, with the consent of the Administrative Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in provide all or a portion of such unsubscribed the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) offer one or more additional banks, financial institutions or other entities reasonably acceptable to the Administrative Agent the opportunity to provide all or a portion of the increased Commitments Offered Increase Amount pursuant to paragraph (b) below. Each Commitment Increase Notice shall specify which Lenders, banks, financial institutions or other entities the Company desires to provide such Offered Increase Amount. The Company or, if requested by the Company, the Administrative Agent, will notify such Lenders, banks, financial institutions or other entities of such offer. (b) Any additional bank or bank, financial institution that or other entity which the Company selects to offer participation in the increased Commitments, Commitments and that which elects to become a party to Lender under this Agreement and obtain a Commitment in an amount so offered and accepted by it pursuant to subsection 2.10(a)(ii) shall execute a New Lender Supplement with the Company Borrowers and the Administrative Agent, substantially in the form of Exhibit N F hereto (a "“New Lender Supplement"”), whereupon such bank or additional bank, financial institution or other entity (herein called a "“New Lender"”) shall become aa 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. (c) Any Lender which accepts an offer to it by the Company to increase its Commitment pursuant to subsection 2.10(a)(i) shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit G hereto (a “Commitment Increase Supplement”), whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased. (d) If any additional bank, financial institution or other entity becomes a New Lender pursuant to subsection 2.10(b), or any Lender’s Commitment is increased pursuant to subsection 2.10(c), additional Loans of such Class made on or after the effectiveness thereof (the “Credit Re-Allocation Date”) shall be made pro rata based on the Commitment Percentages of such Class in effect on and after such Credit Re-Allocation Date. In the event that on any such Credit Re-Allocation Date there is an unpaid principal amount of any Loans, the Borrowers shall make prepayments thereof and borrowings of Loans so that, after giving effect thereto, the Loans outstanding are held pro rata based on such new Commitment Percentages. (e) Notwithstanding anything to the contrary in this subsection 2.10, in no event shall any transaction be effected pursuant to this subsection 2.10, (i) that would increase the aggregate amount of the Commitments by an amount greater than the Maximum Increase Amount, as calculated immediately prior to such transaction, (ii) unless no Default or Event of Default shall have occurred and be continuing (or would occur after giving effect to such transaction), (iii) unless the Company and its Subsidiaries shall be in pro forma compliance with each of the financial covenants specified in subsection 8.1, and (iv) unless each of the representations and warranties made by the Borrowers in or pursuant to this Agreement or any of the other Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except to the extent any such representations and warranties relate, by their terms, to a specific date, in which case such representations and warranties shall be true and correct in all material respects on and as of such specific date). (f) To the extent reasonably requested by the Administrative Agent, it shall be a condition precedent to any increase in the Commitments pursuant to this subsection 2.10 that the Administrative Agent shall have received on or prior to the Credit Re-Allocation Date, for the benefit of the Lenders, (i) legal opinions of counsel to the Borrowers covering such matters as are customary for transactions of this type and such other matters as may be reasonably requested by the Administrative Agent and (ii) any other certificates or documents that the Administrative Agent shall reasonably request, each in form and substance reasonably satisfactory to the Administrative Agent. Increases in the Commitments in accordance with this subsection 2.10 will not require the consent of the Majority Lenders. Notwithstanding anything to the contrary in this Agreement, if any additional bank, financial institution or other entity becomes a New Lender pursuant to subsection 2.10(b) or any Lender’s Commitment is increased pursuant to subsection 2.10(c), (i) increases in the Applicable Margin and Facility Fee Rates applicable to such Lender’s Commitments and (ii) increases in fees payable to, or the inclusion of new fees to be payable to, such Lenders shall be permitted by this Agreement; provided that (A) such increases shall be effective in respect of all Commitments and (B) such increases in fees and/or new fees shall be payable to all Lenders, in each case as if all Lenders had become New Lenders or increased their Commitments, as the case may be, on the applicable Credit Re-Allocation Date. (g) The Administrative Agent will notify all Lenders of each increase in Commitments pursuant to this subsection. (h) Notwithstanding anything in subsection 12.1 to the contrary, the Administrative Agent, at the request of the Borrower, shall, and is hereby expressly permitted to, amend the Loan Documents to the extent necessary to (i) give effect to any increases pursuant to this subsection 2.10 or (ii) implement any mechanical changes necessary or advisable in connection therewith.

Commitment Increases. (a) At a. 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 Company 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"), provided that the first such increase ”) which shall be in an amount equal to at least $93,750,000 and the second such increase shall be in an a minimum amount equal to $187,500,000 less 10,000,000 and shall not exceed, in the amount aggregate for all increases, $150,000,000. The Borrower shall offer each of the first such increase. Any such Commitment Increase Notice must offer each Lender Lenders the opportunity to subscribe for its pro rata share provide such Lender’s Percentage of the increased Commitments. If Revolving Credit Offered Increase Amount, and if any portion of the increased Commitments is not subscribed for by the LendersLender declines such offer, in whole or in part, the Company 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 as to any Person that is not at such time a Lender (which consent of the Administrative Agent shall not be unreasonably withheld, conditioned or delayed). The Commitment Increase Notice shall specify the Lenders and/or banks, offer to any existing Lender or to one or more additional banks or financial institutions or other entities that will be requested to provide such Revolving Credit Offered Increase Amount. The Borrower or, if requested by the opportunity to participate in all Borrower, the Administrative Agent will notify such Lenders, and/or banks, financial institutions or a portion other entities of such unsubscribed offer. b. Any additional bank, financial institution or other entity which the Borrower selects to offer a portion of the increased Total Commitments pursuant to paragraph (b) below. (b) Any additional bank or financial institution that the Company selects to offer participation in the increased Commitments, and that which elects to become a party to this Agreement and obtain a Commitment in an amount so offered and accepted by it pursuant to Section 2.3(a) shall execute a new lender supplement (the “New Lender Supplement Supplement”) with the Company Borrower and the Administrative Agent, substantially in the form of Exhibit N (a "New Lender Supplement")A, whereupon such bank or bank, financial institution or other entity (herein called a "“New Revolving Credit Lender"”) shall become aa 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, provided that the Commitment of any such New Revolving Credit Lender shall be in an amount not less than $5,000,000. c. Any Lender which accepts an offer to it by the Borrower to increase its Commitment pursuant to Section 2.3(a) shall, in each case, execute a commitment increase supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit B, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased. d. If any bank, financial institution or other entity becomes a New Revolving Credit Lender pursuant to Section 2.3(b) or any Lender’s Commitment is increased pursuant to Section 2.3(c), additional Revolving Loans made on or after the effectiveness thereof (the “Revolving Credit Re-Allocation Date”) shall be made pro rata based on the Percentages in effect on and after such Revolving Credit Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Revolving Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Revolving Credit Lenders and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments otherwise available for Revolving Loans), and continuations of EurodollarTerm Benchmark Loans outstanding on such Revolving Credit Re-Allocation Date shall be effected by repayment of such EurodollarTerm Benchmark Loans on the last day of the Interest Period applicable thereto and the making of new EurodollarTerm Benchmark Loans pro rata based on such new Percentages. In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of ABR Loans, the Borrower shall make prepayments thereof and borrowings of ABR Loans so that, after giving effect thereto, the ABR Loans outstanding are held pro rata based on such new Percentages. In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of EurodollarTerm Benchmark Loans, such EurodollarTerm Benchmark Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such EurodollarTerm Benchmark Loans will be paid thereon to the respective Lenders holding such EurodollarTerm Benchmark Loans pro rata based on the respective principal amounts thereof outstanding. e. Notwithstanding anything to the contrary in this Section 2.3, (i)(i) no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion and unless the Administrative Agent consents to such increase (which consent of the Administrative Agent shall not be unreasonably withheld, conditioned or delayed); provided, that any Lender not responding to the Commitment Increase Notice within the time period prescribed therein shall be deemed to have declined to increase its Commitment and (ii)(ii) in no event shall any transaction effected pursuant to this Section 2.3 (A) cause the Total Commitments to exceed $650,000,000 or (B) occur at a time at which a Default or an Event of Default has occurred and is continuing. f. The Administrative Agent shall have received on or prior to the Revolving Credit Re-Allocation Date, for the benefit of the Lenders, (i)(i) a legal opinion of counsel to the Borrower covering such matters as are customary for transactions of this type as may be reasonably requested by the Administrative Agent, which opinions shall be substantially the same, to the extent appropriate, as the opinions rendered by counsel to the Borrower on the Effective Date and (ii)(ii) certified copies of resolutions of the board of directors of the Borrower authorizing the Borrower to borrow the Revolving Credit Offered Increase Amount.