Common use of Increase in the Aggregate Commitments Clause in Contracts

Increase in the Aggregate Commitments. (a) The Borrowers may at any time, by written notice to the Administrative Agent, request that the Administrative Agent increase the Maximum Revolver Amount (a “Revolver Increase”) by (i) adding one or more new lenders to the revolving credit facility under this Agreement (each a “New Lender”) who wish to participate in such Revolver Increase and/or (ii) increasing the Commitments of one or more Lenders party to this Agreement who wish to participate in such Revolver Increase; provided, however, that (v) no Default shall have occurred and be continuing as of the date of such request or as of the effective date of such Revolver Increase (the “Increase Date”) or shall occur as a result thereof, (w) the CKI Intercreditor Agreement shall have been amended so that any Loan made hereunder after the Increase Date shall constitute “Working Capital Debt” under and as defined in the CKI Intercreditor Agreement and shall be senior to and have priority over all obligations of the Borrowers to Xxxxxx Xxxxx for Design Service Payments, (x) such Revolver Increase, and all Loans made hereunder after the Increase Date, shall not conflict with any limitations on the incurrence of Indebtedness or the granting of the Security Interests contained in either the Senior Notes Indentures or the Debentures Indenture, (y) any New Lender that becomes party to this Agreement pursuant to this Section 2.19 shall satisfy the requirements of Section 9.04(b) hereof and shall be acceptable to the Administrative Agent and consented to by the Borrowers and (z) the other conditions set forth in this Section 2.19 are satisfied. The Administrative Agent shall use commercially reasonable efforts to arrange for the syndication of any Revolver Increase. The Administrative Agent shall promptly inform the Lenders of any such request made by the Borrowers. The aggregate amount of Revolver Increases shall not exceed $100,000,000 and no single such Revolver Increase shall be for an amount less than $10,000,000.

Increase in the Aggregate Commitments. (a) The Borrowers may at At any time, by written notice time prior to the Administrative AgentTermination Date (but not more than once in any calendar quarter), request that the Administrative Agent increase the Maximum Revolver Amount (a “Revolver Increase”) by (i) adding one or more new lenders to the revolving credit facility under this Agreement (each a “New Lender”) who wish to participate in such Revolver Increase and/or (ii) increasing the Commitments of one or more Lenders party to this Agreement who wish to participate in such Revolver Increase; provided, however, that (v) if no Default shall have occurred and be continuing as at such time, the Company may, if it so elects, increase the aggregate amount of the date Revolving Credit Commitments (each, a “Commitment Increase”), either by designating a Person not theretofore a Lender and acceptable to the Administrative Agent, each Issuing Bank and each Swing Line Bank (such acceptance not to be unreasonably withheld) (each such Person, an “Assuming Lender”) to become a Lender (provided that such new Lender accepts a Revolving Credit Commitment of not less than US$5,000,000) or by agreeing with an existing Lender that such Lender’s Revolving Credit Commitment shall be increased (each such Lender, an “Increasing Lender”). Upon execution and delivery by the Borrowers and each Increasing Lender or Assuming Lender of an instrument of assumption in form and amount reasonably satisfactory to the Administrative Agent, each Issuing Bank and each Swing Line Bank (each an “Assumption Agreement”), such Increasing Lender shall have a Revolving Credit Commitment as therein set forth or such Assuming Lender shall become a Lender with a Revolving Credit Commitment as therein set forth and all the rights and NYDOCS02/1166703 54 obligations of a Lender with a Revolving Credit Commitment hereunder; provided that (i) the Company shall provide prompt notice of such request increase to the Administrative Agent, which shall promptly notify the other Lenders, (ii) the aggregate amount of each such increase which is effective on any day shall be at least US$25,000,000 or as of the effective date of such Revolver Increase (the “Increase Date”) or shall occur as a result an integral multiple thereof, (wiii) the CKI Intercreditor Agreement aggregate amount of the Commitments shall at no time exceed US$2,300,000,000 and (iv) the Administrative Agent shall have been amended so that received on or before such date (A) certified copies of resolutions of the Board of Directors of the Company evidencing the ability of the Company to effect the Commitment Increase (B) an opinion of counsel for the Company (which may be in-house counsel), in substantially the form of Exhibit C hereto with such modifications as are reasonably acceptable to the Required Lenders. Upon any Loan made hereunder after the Increase Date shall constitute “Working Capital Debt” under and as defined increase in the CKI Intercreditor Agreement and shall be senior to and have priority over all obligations aggregate amount of the Borrowers to Xxxxxx Xxxxx for Design Service Payments, (x) such Revolver Increase, and all Loans made hereunder after the Increase Date, shall not conflict with any limitations on the incurrence of Indebtedness or the granting of the Security Interests contained in either the Senior Notes Indentures or the Debentures Indenture, (y) any New Lender that becomes party to this Agreement Revolving Credit Commitments pursuant to this Section 2.19 shall satisfy 2.15, within five Business Days in the requirements case of Section 9.04(b) hereof the Base Rate Advances outstanding, and at the end of the then current Interest Period with respect thereto in the case of the Advances comprising each Eurocurrency Rate Borrowing then outstanding (but in any event within 45 days), the respective Revolving Credit Advances shall be reallocated among the Revolving Credit Lenders so that, after giving effect to such reallocation, the Revolving Credit Advances comprising each Revolving Credit Borrowing and continuing into the subsequent Interest Period are funded by the Lenders ratably according to their respective Unused Revolving Credit Commitments on such day. Each Revolving Credit Lender (x) agrees that the conditions precedent set forth in Section 3.3 shall not apply to any additional amounts required to be funded by such Lender pursuant to this Section 2.15 and (y) waives any amounts otherwise payable by any Borrower under Section 2.18 in the event of a reallocation of Revolving Credit Advances pursuant to this Section 2.15 other than on the last day of an Interest Period. At any time prior to the Termination Date (but not more than once in any calendar quarter), if no Default shall have occurred and be continuing at such time, the Company may, if it so elects, increase the aggregate amount of the Australian Commitments, either by designating a consenting Lender not theretofore an Australian Lender and acceptable to the Administrative Agent (such acceptance not to be unreasonably withheld) to become an Australian Lender (an “Assuming Australian Lender”) (provided that such new Australian Lender accepts an Australian Commitment of not less than US$2,500,000) or by agreeing with an existing Australian Lender that such Lender’s Australian Commitment shall be increased (an “Increasing Australian Lender”). Upon execution and consented to delivery by the Borrowers Company and each Increasing Australian Lender or Assuming Australian Lender of an instrument of assumption in form and amount reasonably satisfactory to the Administrative Agent, such Lender shall have an Australian Commitment as therein set forth; provided that (i) the Company shall provide prompt notice of such increase to the Administrative Agent, which shall promptly notify the other Australian Lenders, (ii) the aggregate amount of each such increase which is effective on any day shall be at least US$5,000,000 or an integral multiple thereof, (iii) the aggregate amount of the Australian Commitments shall at no time exceed US$215,000,000 and (ziv) the other Administrative Agent shall have received on or before such date (A) certified copies of resolutions of the Board of Directors of the Company and each Australian Borrower evidencing the ability of the Company and each Australian Borrower to effect increase in the Australian Commitments and (B) an opinion of counsel for the Company and each Australian Borrower (which may be in-house counsel), in substantially the form of Exhibit C hereto with such modifications as are reasonably acceptable to the Australian Lenders holding a majority in interest of the Australian Commitments. Upon any increase in the aggregate amount of the NYDOCS02/1166703 55 Australian Commitments pursuant to this Section 2.15, at the end of the then current Interest Period with respect to Australian Advances comprising each Eurocurrency Rate Borrowing then outstanding (but in any event within 45 days), the respective Australian Advances shall be reallocated among the Australian Lenders so that, after giving effect to such reallocation, the Australian Advances comprising each Australian Borrowing and continuing into the subsequent Interest Period are funded by the Australian Lenders ratably according to their respective Unused Australian Commitments on such day. Prior to any reallocation and except as otherwise expressly provided herein, any payments made to the Australian Lenders shall be made pro rata with respect to their respective Australian Commitments in effect prior to such reallocation. Each Australian Lender (x) agrees that the conditions precedent set forth in Section 3.3 shall not apply to any additional amounts required to be funded by such Lender pursuant to this Section 2.19 are satisfied. The Administrative Agent shall use commercially reasonable efforts 2.15 and (y) waives any amounts otherwise payable by any Borrower under Section 2.18 in the event of a reallocation of Australian Advances pursuant to arrange for this Section 2.15 other than on the syndication last day of any Revolver Increase. The Administrative Agent shall promptly inform the Lenders of any such request made by the Borrowers. The aggregate amount of Revolver Increases shall not exceed $100,000,000 and no single such Revolver Increase shall be for an amount less than $10,000,000Interest Period.

Increase in the Aggregate Commitments. (a) The Borrowers may Borrower may, at any timetime (but no more than once in any consecutive 12-month period), by written notice to the Administrative Agent, request that either (i) an increase in the Administrative Agent aggregate amount of the Revolving Credit Commitments, (ii) an increase in the Maximum Revolver Amount aggregate amount of the Term Loan Commitments, in the form of an additional tranche within the Term Loan Facility, or (iii) an increase in the aggregate amount of the Revolving Credit Commitments and an increase in the aggregate amount of the Term Loan Commitments, in each case by not less than $5,000,000 (each such proposed increase, a “Revolver Commitment Increase”) by (i) adding one or more new lenders to be effective as of a date that is at least 90 days prior to the revolving credit facility under this Agreement scheduled Termination Date then in effect (each a the “New LenderIncrease Date”) who wish as specified in the related notice to participate in such Revolver Increase and/or (ii) increasing the Commitments of one or more Lenders party to this Agreement who wish to participate in such Revolver IncreaseAdministrative Agent; provided, however, that (vi) in no Default event shall have occurred the aggregate amount of the Commitments in respect of all Facilities at any time exceed $900,000,000 in the aggregate and be continuing as of (ii) on the date of such any request or as of by the effective date of such Revolver Borrower for a Commitment Increase (and on the “Increase Date”) or shall occur as a result thereof, (w) the CKI Intercreditor Agreement shall have been amended so that any Loan made hereunder after the Increase Date shall constitute “Working Capital Debt” under and as defined in the CKI Intercreditor Agreement and shall be senior to and have priority over all obligations of the Borrowers to Xxxxxx Xxxxx for Design Service Payments, (x) such Revolver Increase, and all Loans made hereunder after the related Increase Date, shall not conflict with any limitations on the incurrence of Indebtedness or the granting of the Security Interests contained in either the Senior Notes Indentures or the Debentures Indenture, (y) any New Lender that becomes party to this Agreement pursuant to this Section 2.19 shall satisfy the requirements of Section 9.04(b) hereof and shall be acceptable to the Administrative Agent and consented to by the Borrowers and (z) the other applicable conditions set forth in this Section 2.19 are Article III shall be satisfied. The Administrative Agent shall use commercially reasonable efforts to arrange for the syndication of any Revolver Increase. (b) The Administrative Agent shall promptly inform notify the Lenders of any such each request made by the BorrowersBorrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the Facility to which such Commitment Increase relates, (iii) the proposed Increase Date and (iv) the date by which Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). The Each Lender that is willing to participate in such requested Commitment Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment in respect of the applicable Facility (the “Proposed Increased Commitment”). If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of Revolver Increases shall not exceed $100,000,000 and no single such Revolver the requested Commitment Increase, the requested Commitment Increase shall be for an amount less than $10,000,000.allocated to each Lender willing to participate therein in

Increase in the Aggregate Commitments. (a) The Borrowers may at At any time, by written notice time prior to the Administrative AgentTermination Date (but not more than once in any calendar quarter), request that the Administrative Agent increase the Maximum Revolver Amount (a “Revolver Increase”) by (i) adding one or more new lenders to the revolving credit facility under this Agreement (each a “New Lender”) who wish to participate in such Revolver Increase and/or (ii) increasing the Commitments of one or more Lenders party to this Agreement who wish to participate in such Revolver Increase; provided, however, that (v) if no Default shall have occurred and be continuing as at such time, the Company may, if it so elects, increase the aggregate amount of the date Revolving Credit Commitments (each, a “Commitment Increase”), either by designating a Person not theretofore a Lender and acceptable to the Administrative Agent, each Issuing Bank and each Swing Line Bank (such acceptance not to be unreasonably withheld) (each such Person, an “Assuming Lender”) to become a Lender (provided that such new Lender accepts a Revolving Credit Commitment of not less than US$5,000,000) or by agreeing with an existing Lender that such Xxxxxx’s Revolving Credit Commitment shall be increased (each such Lender, an “Increasing Lender”). Upon execution and delivery by the Borrowers and each Increasing Lender or Assuming Lender of an instrument of assumption in form and amount reasonably satisfactory to the Administrative Agent, each Issuing Bank and each Swing Line Bank (each an “Assumption Agreement”), such Increasing Lender shall have a Revolving Credit Commitment as therein set forth or such Assuming Lender shall become a Lender with a Revolving Credit Commitment as therein set forth and all the rights and obligations of a Lender with a Revolving Credit Commitment hereunder; provided that (i) the Company shall provide prompt notice of such request increase to the Administrative Agent, which shall promptly notify the other Lenders, (ii) the aggregate amount of each such increase which is effective on any day shall be at least US$25,000,000 or as of the effective date of such Revolver Increase (the “Increase Date”) or shall occur as a result an integral multiple thereof, (wiii) the CKI Intercreditor Agreement aggregate amount of the Commitments shall at no time exceed US$4,500,000,000 and (iv) the Administrative Agent shall have been amended so that received on or before such date (A) certified copies of resolutions of the Board of Directors of the Company evidencing the ability of the Company to effect the Commitment Increase and (B) an opinion of counsel for the Company (which may be in-house counsel), in substantially the form of Exhibit C hereto with such modifications as are reasonably acceptable to the Required Lenders. Upon any Loan made hereunder after the Increase Date shall constitute “Working Capital Debt” under and as defined increase in the CKI Intercreditor Agreement and shall be senior to and have priority over all obligations aggregate amount of the Borrowers to Xxxxxx Xxxxx for Design Service Payments, (x) such Revolver Increase, and all Loans made hereunder after the Increase Date, shall not conflict with any limitations on the incurrence of Indebtedness or the granting of the Security Interests contained in either the Senior Notes Indentures or the Debentures Indenture, (y) any New Lender that becomes party to this Agreement Revolving Credit Commitments pursuant to this Section 2.19 shall satisfy 2.15, within five Business Days in the requirements case of Section 9.04(b) hereof the Base Rate Advances or XXXXX Xxxx Advances outstanding, and at the end of the then current Interest Period with respect thereto in the case of the Advances comprising each Term Benchmark Rate Borrowing then outstanding (but in any event within 45 days), the respective Revolving Credit Advances shall be reallocated among the Revolving Credit Lenders so that, after giving effect to such reallocation, the Revolving Credit Advances comprising each Revolving Credit Borrowing and continuing into the subsequent Interest Period are funded by the Lenders ratably according to their respective Unused Revolving Credit Commitments on such day. Each Revolving Credit Lender (x) agrees that the conditions precedent set forth in Section 3.3 shall not apply to any additional amounts required to be funded by such Lender pursuant to this Section 2.15 and (y) waives any amounts otherwise payable by any Borrower under Section 2.18 in the event of a 50 reallocation of Revolving Credit Advances pursuant to this Section 2.15 other than on the last day of an Interest Period. At any time prior to the Termination Date (but not more than once in any calendar quarter), if no Default shall have occurred and be continuing at such time, the Company may, if it so elects, increase the aggregate amount of the Australian Commitments, either by designating a consenting Lender not theretofore an Australian Lender and acceptable to the Administrative Agent (such acceptance not to be unreasonably withheld) to become an Australian Lender (an “Assuming Australian Lender”) (provided that such new Australian Lender accepts an Australian Commitment of not less than US$2,500,000) or by agreeing with an existing Australian Lender that such Xxxxxx’s Australian Commitment shall be increased (an “Increasing Australian Lender”). Upon execution and consented to delivery by the Borrowers Company and each Increasing Australian Lender or Assuming Australian Lender of an instrument of assumption in form and amount reasonably satisfactory to the Administrative Agent, such Lender shall have an Australian Commitment as therein set forth; provided that (i) the Company shall provide prompt notice of such increase to the Administrative Agent, which shall promptly notify the other Australian Lenders, (ii) the aggregate amount of each such increase which is effective on any day shall be at least US$5,000,000 or an integral multiple thereof, (iii) the aggregate amount of the Australian Commitments shall at no time exceed US$215,000,000 and (ziv) the other Administrative Agent shall have received on or before such date (A) certified copies of resolutions of the Board of Directors of the Company and each Australian Borrower evidencing the ability of the Company and each Australian Borrower to effect increase in the Australian Commitments and (B) an opinion of counsel for the Company and each Australian Borrower (which may be in-house counsel), in substantially the form of Exhibit C hereto with such modifications as are reasonably acceptable to the Australian Lenders holding a majority in interest of the Australian Commitments. Upon any increase in the aggregate amount of the Australian Commitments pursuant to this Section 2.15, at the end of the then current Interest Period with respect to Australian Advances comprising each Term Benchmark Rate Borrowing then outstanding (but in any event within 45 days), the respective Australian Advances shall be reallocated among the Australian Lenders so that, after giving effect to such reallocation, the Australian Advances comprising each Australian Borrowing and continuing into the subsequent Interest Period are funded by the Australian Lenders ratably according to their respective Unused Australian Commitments on such day. Prior to any reallocation and except as otherwise expressly provided herein, any payments made to the Australian Lenders shall be made pro rata with respect to their respective Australian Commitments in effect prior to such reallocation. Each Australian Lender (x) agrees that the conditions precedent set forth in Section 3.3 shall not apply to any additional amounts required to be funded by such Lender pursuant to this Section 2.19 are satisfied. The Administrative Agent shall use commercially reasonable efforts 2.15 and (y) waives any amounts otherwise payable by any Borrower under Section 2.18 in the event of a reallocation of Australian Advances pursuant to arrange for this Section 2.15 other than on the syndication last day of any Revolver Increase. The Administrative Agent shall promptly inform the Lenders of any such request made by the Borrowers. The aggregate amount of Revolver Increases shall not exceed $100,000,000 and no single such Revolver Increase shall be for an amount less than $10,000,000Interest Period.

Increase in the Aggregate Commitments. (a) The Borrowers may Borrower may, at any timetime (but no more than once in any consecutive 12-month period), by written notice to the Administrative Agent, request that either (i) an increase in the Administrative Agent aggregate amount of the Term Loan Commitments, in the form of an additional tranche within the Facility, or (ii) an increase in the Maximum Revolver Amount aggregate amount of the Term Loan Commitments, in each case by not less than $5,000,000 (each such proposed increase, a “Revolver Commitment Increase”) by (i) adding one or more new lenders to be effective as of a date that is at least 90 days prior to the revolving credit facility under this Agreement scheduled Termination Date then in effect (each a the “New LenderIncrease Date”) who wish as specified in the related notice to participate in such Revolver Increase and/or (ii) increasing the Commitments of one or more Lenders party to this Agreement who wish to participate in such Revolver IncreaseAdministrative Agent; provided, however, that (vi) in no Default event shall have occurred the aggregate amount of the Term Loan Commitments plus the then aggregate outstanding principal amount of the Advances at any time exceed $400,000,000 in the aggregate and be continuing as of (ii) on the date of such any request or as of by the effective date of such Revolver Borrower for a Commitment Increase (and on the “Increase Date”) or shall occur as a result thereof, (w) the CKI Intercreditor Agreement shall have been amended so that any Loan made hereunder after the Increase Date shall constitute “Working Capital Debt” under and as defined in the CKI Intercreditor Agreement and shall be senior to and have priority over all obligations of the Borrowers to Xxxxxx Xxxxx for Design Service Payments, (x) such Revolver Increase, and all Loans made hereunder after the related Increase Date, shall not conflict with any limitations on the incurrence of Indebtedness or the granting of the Security Interests contained in either the Senior Notes Indentures or the Debentures Indenture, (y) any New Lender that becomes party to this Agreement pursuant to this Section 2.19 shall satisfy the requirements of Section 9.04(b) hereof and shall be acceptable to the Administrative Agent and consented to by the Borrowers and (z) the other applicable conditions set forth in this Section 2.19 are Article III shall be satisfied. The Administrative Agent shall use commercially reasonable efforts to arrange for the syndication of any Revolver Increase. (b) The Administrative Agent shall promptly inform notify the Lenders of any such each request made by the BorrowersBorrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) [intentionally omitted], (iii) the proposed Increase Date and (iv) the date by which Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Term Loan Commitments (the “Commitment Date”). The Each Lender that is willing to participate in such requested Commitment Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Term Loan Commitment (the “Proposed Increased Commitment”). If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Term Loan Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated to each Lender willing to participate therein in an amount equal to the Commitment Increase multiplied by the ratio of each Lender’s Proposed Increased Commitment to the aggregate amount of Revolver Increases Proposed Increased Commitments. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not exceed $100,000,000 and no single been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Term Loan Commitment of each such Revolver Increase Eligible Assignee shall be for in an amount less than of $10,000,000.5,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.17(c) (an “Acceding Lender”) shall become a

Increase in the Aggregate Commitments. (a) The Borrowers may Borrower may, at any timetime but in any event not more than once in any calendar year prior to the Termination Date, by written notice to the Administrative Agent, request that the Administrative Agent increase aggregate amount of the Maximum Revolver Amount (a “Revolver Increase”) Commitment be increased by (i) adding one an amount of $5,000,000 or more new lenders to the revolving credit facility under this Agreement an integral multiple thereof (each a “New LenderCommitment Increase”) who wish to participate in such Revolver Increase and/or (ii) increasing the Commitments of one or more Lenders party to this Agreement who wish to participate in such Revolver Increase; provided, however, that (v) no Default shall have occurred and be continuing effective as of a date that is at least 90 days prior to the date of such request or as of the effective date of such Revolver Increase scheduled Termination Date then in effect (the “Increase Date”) or shall occur as a result thereof, (w) the CKI Intercreditor Agreement shall have been amended so that any Loan made hereunder after the Increase Date shall constitute “Working Capital Debt” under and as defined specified in the CKI Intercreditor Agreement and related notice to the Agent; provided, however that (i) in no event shall be senior to and have priority over all obligations the aggregate amount of the Borrowers to Xxxxxx Xxxxx Commitments at any time exceed $275,000,000 and (ii) on the date of any request by the Borrower for Design Service Payments, (x) such Revolver Increase, a Commitment Increase and all Loans made hereunder after on the related Increase Date, shall not conflict with any limitations on (A) the incurrence Long Term Debt carries a rating of Indebtedness “BBB+” or better from S&P and a rating of “Baa1” or better from Xxxxx’x, (B) the granting representations and warranties of the Security Interests Borrower contained in either Section 4.01 are correct and (C) no event has occurred and is continuing, or would result from such Commitment Increase, which constitutes an Event of Default or a Potential Event of Default. The Agent shall promptly notify the Senior Notes Indentures or Lenders of a request by the Debentures IndentureBorrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (yii) any New the proposed Increase Date and (iii) the date by which Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Lender that becomes is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Agent. Promptly following each Commitment Date, the Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $10,000,000 or more. On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.16(b) and (c) (each such Eligible Assignee, an “Assuming Lender”) shall become a Lender party to this Agreement pursuant to this Section 2.19 shall satisfy as of such Increase Date and the requirements Commitment of Section 9.04(b) hereof and shall be acceptable to the Administrative Agent and consented to by the Borrowers and (z) the other conditions set forth in this Section 2.19 are satisfied. The Administrative Agent shall use commercially reasonable efforts to arrange each Increasing Lender for the syndication of any Revolver Increase. The Administrative Agent shall promptly inform the Lenders of any such request made by the Borrowers. The aggregate amount of Revolver Increases shall not exceed $100,000,000 and no single such Revolver requested Commitment Increase shall be for an so increased by such amount less than $10,000,000.(or by the amount allocated to such Lender pursuant to the last sentence of Section 2.16(b)) as of such Increase Date; provided, however, that the Agent shall have received on or before such Increase Date the following, each dated such date:

Increase in the Aggregate Commitments. (a) The Borrowers may at At any time, by written notice time prior to the Administrative AgentTermination Date (but not more than once in any calendar quarter), request that the Administrative Agent increase the Maximum Revolver Amount (a “Revolver Increase”) by (i) adding one or more new lenders to the revolving credit facility under this Agreement (each a “New Lender”) who wish to participate in such Revolver Increase and/or (ii) increasing the Commitments of one or more Lenders party to this Agreement who wish to participate in such Revolver Increase; provided, however, that (v) if no Default shall have occurred and be continuing as at such time, the Company may, if it so elects, increase the aggregate amount of the date Revolving Credit Commitments (each, a “Commitment Increase”), either by designating a Person not theretofore a Lender and acceptable to the Administrative Agent, each Issuing Bank and each Swing Line Bank (such acceptance not to be unreasonably withheld) (each such Person, an “Assuming Lender”) to become a Lender (provided that such new Lender accepts a Revolving Credit Commitment of not less than US$5,000,000) or by agreeing with an existing Lender that such Lender’s Revolving Credit Commitment shall be increased (each such Lender, an “Increasing Lender”). Upon execution and delivery by the Borrowers and each Increasing Lender or Assuming Lender of an instrument of assumption in form and amount reasonably satisfactory to the Administrative Agent, each Issuing Bank and each Swing Line Bank (each an “Assumption Agreement”), such Increasing Lender shall have a Revolving Credit Commitment as therein set forth or such Assuming Lender shall become a Lender with a Revolving Credit Commitment as therein set forth and all the rights and obligations of a Lender with a Revolving Credit Commitment hereunder; provided that (i) the Company shall provide prompt notice of such request increase to the Administrative Agent, which shall promptly notify the other Lenders, (ii) the aggregate amount of each such increase which is effective on any day shall be at least US$25,000,000 or as of the effective date of such Revolver Increase (the “Increase Date”) or shall occur as a result an integral multiple thereof, (wiii) the CKI Intercreditor Agreement aggregate amount of the Commitments shall at no time exceed US$3,300,000,000 and (iv) the Administrative Agent shall have been amended so that received on or before such date (A) certified copies of resolutions of the Board of Directors of the Company evidencing the ability of the Company to effect the Commitment Increase and (B) an opinion of counsel for the Company (which may be in-house counsel), in substantially the form of Exhibit C hereto with such modifications as are reasonably acceptable to the Required Lenders. Upon any Loan made hereunder after the Increase Date shall constitute “Working Capital Debt” under and as defined increase in the CKI Intercreditor Agreement and shall be senior to and have priority over all obligations aggregate amount of the Borrowers to Xxxxxx Xxxxx for Design Service Payments, (x) such Revolver Increase, and all Loans made hereunder after the Increase Date, shall not conflict with any limitations on the incurrence of Indebtedness or the granting of the Security Interests contained in either the Senior Notes Indentures or the Debentures Indenture, (y) any New Lender that becomes party to this Agreement Revolving Credit Commitments pursuant to this Section 2.19 shall satisfy 2.15, within five Business Days in the requirements case of Section 9.04(b) hereof the Base Rate Advances outstanding, and at the end of the then current Interest Period with respect thereto in the case of the Advances comprising each Eurocurrency Rate Borrowing then outstanding (but in any event within 45 days), the respective Revolving Credit Advances shall be reallocated among the Revolving Credit Lenders so that, after giving effect to such reallocation, the Revolving Credit Advances comprising each Revolving Credit Borrowing and continuing into the subsequent Interest Period are funded by the Lenders ratably according to their respective Unused Revolving Credit Commitments on such day. Each Revolving Credit Lender (x) agrees that the conditions precedent set forth in Section 3.3 shall not apply to any additional amounts required to be funded by such Lender pursuant to this Section 2.15 and (y) waives any amounts otherwise payable by any Borrower under Section 2.18 in the event of a reallocation of Revolving Credit Advances pursuant to this Section 2.15 other than on the last day of an Interest Period. At any time prior to the Termination Date (but not more than once in any calendar quarter), if no Default shall have occurred and be continuing at such time, the Company may, if it so elects, increase the aggregate amount of the Australian Commitments, either by designating a consenting Lender not theretofore an Australian Lender and acceptable to the Administrative Agent (such acceptance not to be unreasonably withheld) to become an Australian Lender (an “Assuming Australian Lender”) (provided that such new Australian Lender accepts an Australian Commitment of not less than US$2,500,000) or by agreeing with an existing Australian Lender that such Lender’s Australian Commitment shall be increased (an “Increasing Australian Lender”). Upon execution and consented to delivery by the Borrowers Company and each Increasing Australian Lender or Assuming Australian Lender of an instrument of assumption in form and amount reasonably satisfactory to the Administrative Agent, such Lender shall have an Australian Commitment as therein set forth; provided that (i) the Company shall provide prompt notice of such increase to the Administrative Agent, which shall promptly notify the other Australian Lenders, (ii) the aggregate amount of each such increase which is effective on any day shall be at least US$5,000,000 or an integral multiple thereof, (iii) the aggregate amount of the Australian Commitments shall at no time exceed US$215,000,000 and (ziv) the other Administrative Agent shall have received on or before such date (A) certified copies of resolutions of the Board of Directors of the Company and each Australian Borrower evidencing the ability of the Company and each Australian Borrower to effect increase in the Australian Commitments and (B) an opinion of counsel for the Company and each Australian Borrower (which may be in-house counsel), in substantially the form of Exhibit C hereto with such modifications as are reasonably acceptable to the Australian Lenders holding a majority in interest of the Australian Commitments. Upon any increase in the aggregate amount of the Australian Commitments pursuant to this Section 2.15, at the end of the then current Interest Period with respect to Australian Advances comprising each Eurocurrency Rate Borrowing then outstanding (but in any event within 45 days), the respective Australian Advances shall be reallocated among the Australian Lenders so that, after giving effect to such reallocation, the Australian Advances comprising each Australian Borrowing and continuing into the subsequent Interest Period are funded by the Australian Lenders ratably according to their respective Unused Australian Commitments on such day. Prior to any reallocation and except as otherwise expressly provided herein, any payments made to the Australian Lenders shall be made pro rata with respect to their respective Australian Commitments in effect prior to such reallocation. Each Australian Lender (x) agrees that the conditions precedent set forth in Section 3.3 shall not apply to any additional amounts required to be funded by such Lender pursuant to this Section 2.19 are satisfied. The Administrative Agent shall use commercially reasonable efforts 2.15 and (y) waives any amounts otherwise payable by any Borrower under Section 2.18 in the event of a reallocation of Australian Advances pursuant to arrange for this Section 2.15 other than on the syndication last day of any Revolver Increase. The Administrative Agent shall promptly inform the Lenders of any such request made by the Borrowers. The aggregate amount of Revolver Increases shall not exceed $100,000,000 and no single such Revolver Increase shall be for an amount less than $10,000,000Interest Period.

Increase in the Aggregate Commitments. (a) The Borrowers may Borrower may, at any time, by written notice to the Administrative Designated Agent, request that the Administrative Agent increase aggregate amount of the Maximum Revolver Amount Commitments be increased by an amount of $25,000,000 or an integral multiple of $5,000,000 in excess thereof (each, a “Revolver Commitment Increase”) by (i) adding one or more new lenders to be effective as of a date that is at least 90 days prior to the revolving credit facility under this Agreement scheduled Termination Date then in effect (each a the “New LenderIncrease Date”) who wish as specified in the related notice to participate in such Revolver Increase and/or (ii) increasing the Commitments of one or more Lenders party to this Agreement who wish to participate in such Revolver IncreaseDesignated Agent; provided, however, that (vi) in no event shall the aggregate amount of the Commitments hereunder and the aggregate amount of the commitments under the 2012 Credit Agreement, or any agreement extending or replacing such 2012 Credit Agreement, at any time exceed $5,500,000,000, and (ii) no Default Event of Default, or event that with the giving of notice or passage of time or both would constitute an Event of Default, shall have occurred and be continuing as of the date of such request or as of the effective date of such Revolver Increase (the “applicable Increase Date”) , or shall occur as a result thereof. (b) The Designated Agent shall promptly notify the Lenders of a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (wii) the CKI Intercreditor Agreement shall have been amended so that any Loan made hereunder after the proposed Increase Date shall constitute “Working Capital Debt” under and as defined (iii) the date by which Lenders wishing to participate in the CKI Intercreditor Agreement and Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Lender that is willing to participate in such requested Commitment Increase (each, an “Increasing Lender”) shall give written notice to the Designated Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Designated Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be senior allocated among the Lenders willing to participate therein 37 in such amounts as are agreed between the Borrower and have priority over all obligations the Designated Agent. The failure of any Lender to respond shall be deemed to be a refusal of such Lender to increase its Commitment. (c) Promptly following each Commitment Date, the Designated Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or more Eligible Assignees to participate in any portion of the Borrowers requested Commitment Increase that has not been committed to Xxxxxx Xxxxx for Design Service Paymentsby the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $25,000,000 or an integral multiple of $1,000,000 in excess thereof. (xd) such Revolver Increase, and all Loans made hereunder after the On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.19(c) (each such Eligible Assignee and each Eligible Assignee that accepts an offer to assume a Declining Lender’s Commitment in accordance with Section 2.20(c), an “Assuming Lender”) shall not conflict with any limitations on the incurrence of Indebtedness or the granting of the Security Interests contained in either the Senior Notes Indentures or the Debentures Indenture, (y) any New become a Lender that becomes party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be increased by such amount (or by the amount allocated to such Lender pursuant to this Section 2.19 shall satisfy the requirements last sentence of Section 9.04(b2.19(b)) hereof as of such Increase Date; provided, however, that the Designated Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement (unless such increase and corresponding modifications shall be acceptable have been authorized by resolutions previously delivered to the Administrative Designated Agent hereunder) and (B) an opinion of counsel for the Borrower (which may be in-house counsel) in form and substance satisfactory to the Designated Agent; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Assuming Lender, the Borrower and the Designated Agent (each, an “Assumption Agreement”), duly executed by such Assuming Lender, the Designated Agent and consented to by the Borrowers Borrower; and (ziii) confirmation from each Increasing Lender of the other increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Designated Agent. (e) On each Increase Date, upon fulfillment of the conditions set forth in this Section 2.19 are satisfied. The Administrative 2.19(d), the Designated Agent shall use commercially reasonable efforts to arrange for the syndication of any Revolver Increase. The Administrative Agent shall promptly inform notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of any the occurrence of the Commitment Increase to be effected on 38 such request made by Increase Date and shall record in the BorrowersRegister the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. The aggregate amount of Revolver Increases shall not exceed $100,000,000 and no single such Revolver Increase shall be for an amount less than $10,000,000.SECTION 2.20