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 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 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 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 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 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 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, provided that the Commitment of any such New Lender shall be in an amount not less than $10,000,000. (c) Any Lender that accepts an offer to it by the Company to increase its Commitment pursuant to this Section 2.24 shall, in each case, execute a Commitment Increase Supplement 44 40 with the Company and the Administrative Agent, substantially in the form of Exhibit O (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, and Schedule I 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 Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto, in each case, in form and substance satisfactory to the Administrative Agent. (e) If any bank or financial institution becomes a New Lender pursuant to Section 2.24(b) or any Lender's Commitment is increased pursuant to Section 2.24(c), additional Revolving Credit Advances made on or after the effectiveness thereof (the "Re-Allocation Date") shall be made pro rata 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 Lender making an aggregate principal amount of Revolving Credit Advances in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such new Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of Eurodollar Rate Advances outstanding on such Re-Allocation Date shall be effected by repayment of such Eurodollar Rate Advances on the last day of the Interest Period applicable thereto and the making of new Eurodollar Rate Advances pro rata based on such new Commitment Percentages. In the event that on any such Re-Allocation Date there is an unpaid principal amount of Base Rate Advances, the Borrower shall make prepayments thereof and borrowings of Base Rate Advances so that, after giving effect thereto, the Base Rate Advances outstanding are held pro rata based on such new Commitment Percentages. In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurodollar Rate Advances, such Eurodollar Rate Advances 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 interest on and repayments of such Eurodollar Rate Advances will be paid thereon to the respective Lenders holding such Eurodollar Rate Advances pro rata based on the respective principal amounts thereof outstanding. (f) Notwithstanding anything to the contrary in this Section 2.24, (i) in no event shall any transaction effected pursuant to this Section 2.24 cause the aggregate Commitments to exceed $937,500,000, (ii) no increase pursuant to this Section 2.24 shall be effective without the consent of the Required Lenders and (iii) no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. 45 41 (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Lender, if any, new Notes to the order of such Lender, if requested, in an amount equal to the Commitment of such Lender after giving effect to any increase in such Lender's Commitment.

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 the Total Commitments as of the Closing Date by more than $500,000,000, (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 Notwithstanding anything to the contrary contained in this Agreement, the Borrower may request from time after to time that the Closing DateCommitments be increased by an amount not less than $50,000,000 or a whole multiple of $10,000,000 in excess thereof, provided that no Event of Default shall have occurred and be continuing, the Company Borrower may only request such an increase once in any six-month period and in no event shall the Commitments exceed $2,000,000,000. Such increase in the Commitments shall be effected as follows: the Borrower may (i) request one or more of the aggregate Commitments by notice Lenders to increase the amount of its U.S. Commitment and/or its Multicurrency Commitment (which request shall be in writing and sent to the Administrative Agent in writing of the amount to forward to such Lender or Lenders) and/or (the ii) arrange for one or more financial institutions not a party hereto (a "Offered Increase AmountThird-Party Lender") of such proposed increase (such notice, a "Commitment Increase Notice")to become parties to and Lenders under this Agreement, 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 (x) the Administrative Agent as to any Person that is not at shall have approved such time a Lender (Third-Party Lender, which consent approval shall not be unreasonably withheld), offer and (y) after giving effect to any existing such increase, no Lender or to one or more additional banks or financial institutions the opportunity to participate in all shall have a U.S. Commitment Percentage or a portion Multicurrency Commitment Percentage which exceeds 15%. In no event may any Lender's U.S. Commitment or Multicurrency Commitment be increased without the prior written consent of such unsubscribed portion Lender, and the failure of any Lender to respond to the Borrower's request for an increase shall be deemed a rejection by such Lender of the Borrower's request. The Commitments may not be increased if, at the time of any proposed increase hereunder, a Default or Event of Default has occurred and is continuing. Upon any request by the Borrower to increase the Commitments pursuant hereunder, the Borrower shall be deemed to paragraph (b) belowhave represented and warranted on and as of the date of such request that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Lender shall have any obligation whatsoever to increase the amount of its U.S. Commitment and/or its Multicurrency Commitment, and each Lender may at its option, unconditionally and without cause, decline to increase its U.S. Commitment and/or its Multicurrency Commitment. (b) Any additional bank or financial institution If any Lender is willing, in its sole and absolute discretion, to increase the amount of its U.S. Commitment and/or its Multicurrency Commitment hereunder (such a Lender hereinafter referred to as an "Increasing Lender"), it shall enter into a written agreement to 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 effect with the Company Borrower and the Administrative Agent, substantially in the form of Exhibit N H (a "New Commitment Increase Supplement"), which agreement shall specify, among other things, the amount of the increased U.S. Commitment and/or Multicurrency Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender's increase in Commitment, Schedule I hereto shall, without further action, be deemed to have been amended as appropriate to reflect the increased U.S. Commitment and/or Multicurrency Commitment of such Increasing Lender. Any Third-Party Lender which, with the consent of the Borrower and the Administrative Agent (which consent, in the case of the Administrative Agent, shall not be unreasonably withheld), is willing to become a party hereto and a Lender hereunder, shall enter into a written agreement with the Borrower and the Administrative Agent, substantially in the form of Exhibit I (an "Additional Lender Supplement"), whereupon which agreement shall specify, among other things, its U.S. Commitment and/or its Multicurrency Commitment hereunder. When such bank or financial institution (Third-Party Lender becomes a Lender hereunder as set forth in the Additional Lender Supplement, Schedule I shall, without further action, be deemed to have been amended as appropriate to reflect the U.S. Commitment and/or the Multicurrency Commitment of such Third-Party Lender. Upon the execution by the Administrative Agent, the Borrower and such Third-Party Lender of such Additional Lender Supplement, such Third-Party Lender shall become and be deemed a party hereto and a "New Lender" hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its U.S. Commitment and/or its Multicurrency Commitment shall be the amount specified in its Additional Lender Supplement. Each Third-Party Lender which executes and delivers an Additional Lender Supplement and becomes a party hereto and a "Lender" hereunder pursuant to such Additional Lender Supplement is hereinafter referred to as an "Additional Lender." (c) In no event shall an increase in a Lender's U.S. Commitment and/or Multicurrency Commitment or the addition of a U.S. Commitment and/or Multicurrency Commitment of a Third-Party Lender become aeffective until the Administrative Agent shall have received a certificate from the Borrower, to the effect that the representations and warranties shall be true and correct in all material respects and no Default or Event of Default shall have occurred and be continuing after giving effect to the increase in the Commitments resulting from the increase in such Lender's U.S. Commitment and/or Multicurrency Commitment or the extension of a U.S. Commitment and/or Multicurrency Commitment by such Third-Party Lender. In no event shall an increase in a Lender's U.S. Commitment and/or Multicurrency Commitment or the addition of a U.S. Commitment and/or Multicurrency Commitment of a Third-Party Lender which results in the Commitments exceeding the amount which is authorized at such time in resolutions previously delivered to the Administrative Agent become effective until the Administrative Agent shall have received a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors or the Executive Committee of the Board of Directors of the Borrower authorizing the borrowings contemplated pursuant to such increase, certified by the Secretary or an Assistant Secretary of the Borrower. Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Supplement, the Borrower shall make such borrowing from such Increasing Lender or Additional Lender, and/or shall make such prepayment of outstanding U.S. Revolving Credit Loans or Multicurrency Loans, as shall be required to cause the aggregate outstanding principal amount of U.S. Revolving Credit Loans and Multicurrency Loans owing to each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such U.S. Lender's share of the Aggregate U.S. Commitments and/or such Multicurrency Lender's share of the Multicurrency Commitments, respectively, after giving effect to any increase thereof. The Borrower agrees to indemnify each Lender and to hold each Lender harmless from any loss or expense incurred as a result of any such prepayment in accordance with subsection 2.17, as applicable. (d) Upon any Lender entering into a Commitment Increase Supplement or any Additional Lender becoming a party hereto, the Administrative Agent shall notify each other Lender thereof and shall deliver to each Lender a copy of the Additional Lender Supplement executed by such Additional Lender and the Commitment Increase Supplement executed by such Increasing Lender.

Commitment Increases. (a) At any time after the Closing Date, provided that So long as no Event of Default shall have has occurred and be is continuing, the Company Borrower may request an increase from time to time after the Effective Date, that the aggregate amount of the aggregate Lenders’ Commitments be increased (each a “Commitment Increase”) by notice delivering a Notice of Commitment Increase; provided, however, that: (i) no Lender’s Commitment may ever be increased without its prior written consent; (ii) any Notice of Commitment Increase must be given no later than three (3) Business Days prior to the Commitment Termination Date; (iii) the effective date of any Commitment Increase (the “Commitment Increase Effective Date”) shall be no earlier than three (3) Business Days after receipt by the Administrative Agent in writing of such Notice of Commitment Increase; (iv) the amount (the "Offered Increase Amount") of such proposed increase (such notice, a "any Commitment Increase Notice"), provided that the first such increase shall must be in an amount equal to at least $93,750,000 and 10,000,000 or such lesser amount as the second Administrative Agent may agree to in its sole discretion; (v) if requested by the Administrative Agent or any Lender (through the Administrative Agent), the Borrower shall provide the Administrative Agent and/or such increase shall be requesting Lenders, a statement in an amount equal conformity with the requirements of FR Form G-3 or FR Form U-1, as applicable, after giving effect to $187,500,000 less any such Commitment Increase; and (vi) after giving effect to any requested Commitment Increase, the aggregate 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) belowexceed $500,000,000. (b) Any additional bank or financial institution that So long as no Event of Default has occurred and is continuing, each Commitment Increase shall become effective on its Commitment Increase Effective Date and upon such effectiveness: (i) the Company selects to offer participation Administrative Agent shall record in the increased CommitmentsRegister each CI Lender’s information, if necessary, as provided in the Notice of Commitment Increase and pursuant to an Administrative Questionnaire that elects shall be completed and delivered by each CI Lender to become the Administrative Agent on or before the Commitment Increase Effective Date; (ii) the Administrative Agent shall distribute to each Lender (including each CI Lender) a party copy of the Annex I attached to the Notice of Commitment Increase relating to such Commitment Increase; (iii) each CI Lender identified on the Notice of Commitment Increase for such Commitment Increase shall be a “Lender” for all purposes under this Agreement; (iv) to the extent there are Loans outstanding as of such date: (A) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Lender’s New Funds Amount for the applicable Commitment Increase Effective Date, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement and obtain on such Commitment Increase Effective Date; and (B) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount for such Commitment Increase Effective Date, which amount, for each such Reducing Percentage Lender, shall constitute a Commitment shall execute a New Lender Supplement prepayment by the Borrower pursuant to Section 2.07, ratably in accordance with the Company and respective Principal Amounts thereof, of the Administrative Agent, substantially in the form Principal Amounts of Exhibit N (a "New Lender Supplement"), whereupon all then outstanding Loans of such bank or financial institution (a "New Reducing Percentage Lender") shall become a; and

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuingSubject to Section 4.04, the Company may request an increase Borrower and any one or more Lenders (including New Lenders (as defined below)) may, from time to time, without the consent of the aggregate Commitments by notice to any other Lender, the Administrative Agent in writing of the amount or any Issuing Bank (the "Offered Increase Amount") of such proposed increase (such notice, a "Commitment Increase Notice"), 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, but with the consent of the Administrative Agent as and each Issuing Bank (not to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld, delayed or conditioned) with respect to any New Lender), offer agree that such Lenders (including New Lenders) shall provide additional Commitments or increase the amount of their Commitments (each, a “Commitment Increase”, and such Lenders and New Lenders being collectively referred to as the “Increasing Lenders”) by executing and delivering to the Administrative Agent an Incremental Commitment Activation Notice specifying (i) the amount of such Commitment Increase and (ii) the proposed applicable Incremental Commitment Effective Date. Notwithstanding the foregoing, (A) the aggregate amount of Commitment Increases obtained after the Closing Date shall not exceed $300,000,000 and (B) each Commitment Increase shall be in an integral multiple of $5,000,000 and not less than $25,000,000. No Lender shall have 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 Commitment Increase unless it agrees to paragraph (b) below. (b) do so in its sole discretion. Any additional bank or bank, financial institution or other entity that is eligible to be an assignee under Section 10.04 (and has provided to the Company selects Administrative Agent an Administrative Questionnaire and any applicable tax forms required under Section 2.16(f) with respect to offer participation in the increased Commitments, and such entity) that elects to become a party to “Lender” under this Agreement and obtain a in connection with any Commitment Increase shall execute a New Lender Supplement with the Company and the Administrative Agent(each, a “New Lender Supplement”), substantially in the form of Exhibit N (a "New Lender Supplement")F-2, whereupon such bank or bank, financial institution or other entity (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. (i) The commitments under each Commitment Increase shall be deemed for all purposes part of the Commitments, (ii) each Lender (including any New Lender) participating in such Commitment Increase shall become a Lender with respect to the Commitments and all matters relating thereto and (iii) the commitments under each Commitment Increase shall have the same terms as the Commitments. On the Incremental Commitment Effective Date for any Commitment Increase, (A) the aggregate principal amount of the Revolving Loans outstanding (the “Initial Borrowings”) immediately prior to the Commitment Increase on the Incremental Commitment Effective Date shall be deemed to be repaid, (B) each Increasing Lender that shall have had a Commitment prior to the Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the difference between (1) the product of (x) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (y) the amount of each Subsequent Borrowing (as defined below) and (2) the product of (x) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (y) the amount of each Initial Borrowing, (C) each Increasing Lender that shall not have had a Commitment prior to the Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of (1) such Increasing Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of each Subsequent Borrowing, (D) after the Administrative Agent receives the funds specified in clauses (B) and (C) above, the Administrative Agent shall pay to each Lender the portion of such funds that is equal to the difference between (1) the product of (x) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (y) the amount of each Initial Borrowing, and (2) the product of (x) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (y) the amount of each Subsequent Borrowing, (E) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in amounts equal to the amounts of the Initial Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (F) each Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (calculated after giving effect to the Commitment Increase), and (G) the Borrower shall pay each Lender any and all accrued but unpaid interest on its Loans comprising the Initial Borrowings. The deemed payments of the Initial Borrowings made pursuant to clause (A) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 if the Incremental Commitment Effective Date occurs other than on the last day of the Interest Period relating thereto.

Commitment Increases. (a1) At any time after the Closing DateThe Borrower may, 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 given during the Availability Period, from time to time request an increase to the existing Commitments (any such increase, “New Commitments”) to an aggregate amount (including the existing Commitments and such New Commitments) not in writing excess of the amount (the "Offered Increase Amount") of such proposed increase (such notice, a "Commitment Increase Notice"), Cap; provided that the first such New Commitments for each increase shall be in an amount equal to at least $93,750,000 not less than U.S.$25,000,000 and the second integral multiples of U.S.$1,000,000 in excess of that amount (or such increase shall be in an lesser amount equal to $187,500,000 less the amount difference between the Commitment Cap and the sum of the first existing Commitments and such increase. Any such Commitment Increase Notice must offer each Lender New Commitments with respect to the opportunity to subscribe for its pro rata share Loans) and, in the aggregate, not in excess of the increased CommitmentsCommitment Cap. If any portion Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent or such shorter period of the increased Commitments is not subscribed for time as consented to by the Lenders, the Company may, with the Administrative Agent. Each such New Commitment shall be subject to 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 and Lenders in all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) belowtheir sole and absolute discretion. (b2) Any additional bank Such New Commitments shall become effective as of such Increased Amount Date if (A) the Administrative Agent and the Lenders shall have consented to such New Commitments in their sole and absolute discretion, (B) no Default or financial institution that Event of Default exists on such Increased Amount Date before or after giving effect to such New Commitments, (C) each of the Company selects conditions set forth in Section 3.2 is satisfied as if such Increased Amount Date were a Credit Date, (D) the Borrower makes any payments required pursuant to offer participation Section 2.7 and the Fee Letters in the increased connection with such New Commitments, and that elects (E) the Borrower shall deliver or cause to become a party to this Agreement and obtain a Commitment shall execute a New Lender Supplement with the Company and be delivered any legal opinions or other documents reasonably requested by the Administrative Agent, substantially Agent in the form of Exhibit N (a "New Lender Supplement"), whereupon connection with any such bank or financial institution (a "New Lender") shall become atransaction.

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 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 $2,000,000,000, (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 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 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 Advances outstanding, such Advances shall on or financial institution prior to the effectiveness of such Commitment Increase be prepaid from the proceeds of new Advances made hereunder (reflecting such Commitment Increase), which prepayment shall be accompanied by accrued interest on the 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 shall become effective on the date specified in the increased Commitmentsnotice delivered by Mondelēz International pursuant to the first sentence of paragraph (a) above or on such other date as shall be agreed upon by Mondelēz International, the Administrative Agent and that elects to the applicable Augmenting Lenders. (d) Notwithstanding the foregoing, no Commitment Increase shall become effective under this Section 2.18 unless, on the date of such Commitment Increase, the conditions set forth in Section 3.03 shall be satisfied as of such date (as though the effectiveness of such Commitment 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 Mondelēz International to that effect dated such bank or financial institution (a "New Lender") shall become adate.

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 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 5,000,000 and shall not exceed, in the amount aggregate, $100,000,000. 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 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 new lender supplement with the Company Borrower, the Issuing Lender 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, the Issuing Lender 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 LOSANGELES 618830 v1 (2K) 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 and the Issuing Lender consent to such increase (which consents of the Administrative Agent and the Issuing Lender shall not be unreasonably withheld or delayed) and (ii) in no event shall any transaction effected pursuant to this Section 2.3 (A) cause the Total Commitments to exceed $300,000,000 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 that So long as no Default or Event of Default shall have has occurred and be is 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 Commitments be in an amount equal to at least $93,750,000 and the second such increase shall be in an amount equal increased by up to $187,500,000 less 25,000,000 and, upon such request, Borrowers (or upon the amount request of the first such increase. Any such Commitment Increase Notice must offer Borrowers, Agent) may solicit additional financial institutions to become Lenders for purposes of this Agreement, or to encourage any Lender to increase its Commitment; provided, that (i) each Lender the opportunity to subscribe for its pro rata share of the increased Commitments. If any portion of the increased Commitments which 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 prior to such increase shall have the first option, and obtain may elect to fund its Pro Rata share of the amount of the increase in the Commitments (or any such greater amount in the event that one or more Lenders does not elect to fund its respective Pro Rata share of the amount of the increase in the Commitments), thereby increasing its Commitment hereunder, but no Lender shall have the obligation to do so, (ii) in the event that it becomes necessary to include a new financial institution to fund the amount of the increase in the Commitments, each such financial institution shall be an Eligible Assignee that is reasonably acceptable to Agent and Parent and each such financial institution shall become a Lender hereunder and agree to become party to, and shall assume and agree to be bound by, this Agreement, subject to all terms and conditions hereof; (iii) in the event that it becomes necessary to include a new financial institution to fund the amount of the increase in the Commitments, upon the request of Borrowers, Agent shall use its commercially reasonable efforts to solicit such additional financial institution or institutions to become Lenders; (iv) no Lender shall have an obligation to the Borrowers, Agent or any other Lender to increase its Commitment or its Pro Rata share of the Commitments, and (v) in no event shall the addition of any Lender or Lenders or the increase in the Revolver Commitment of any Lender under this Section 2.2.1 increase the Commitments (A) in any single instance by less than $5,000,000 or (B) to an aggregate amount greater than $100,000,000. Upon the addition of any Lender, or the increase in the Commitment of any Lender, Commitments set forth on the signature pages to this Agreement shall be amended by Agent and the Borrowers to reflect such addition or such increase. Any new financial institution added as a new Lender pursuant to this Section 2.2.1 shall be required to have a Commitment shall execute a New Lender Supplement with the Company of not less than $10,000,000 (unless otherwise agreed by Agent and the Administrative Agent, substantially Borrower Representative in the form of Exhibit N (a "New Lender Supplement"their discretion), whereupon such bank or financial institution (a "New Lender") shall become a.

Commitment Increases. (a) At In the event that the Borrower wishes to increase the Total Commitments at any time after the Closing Date, provided that when no Default or Event of Default shall have has occurred and be continuingis continuing (or shall result of such increase) and subject to obtaining all necessary regulatory approvals, the 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 a 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, $250,000,000. 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 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 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 or delayed) and (ii) in no event shall any transaction effected pursuant to this Section 2.3 (A) cause the Total Commitments to exceed $1,000,000,000 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 In the Closing Date, provided event that no Event of Default shall have occurred and be continuing, the Company may request an Borrower 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 (herein called a “New Lender”) which, with the Company selects to offer participation in consent of the increased CommitmentsBorrower and the Managing 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 Borrower 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 2.23(a) or (ii) with the consent of the Borrower 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 Borrower 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 2.23(b) or upon which a Lender") shall become a’s Commitment is increased pursuant to subsection 2.23

Commitment Increases. (a) At The Borrower shall have the right at any time after and from time to time to (i) request an increase in the Closing DateCommitments of any Lenders (“Commitment Increase”) and/or (ii) add Commitments of one or more other lenders or financial institutions or other entities that will become Lenders (each, an “Additional Commitment Lender”), subject to the consent of each such Lender that is increasing its Commitment or is an Additional Commitment Lender, as applicable, provided that no Event of Default shall have occurred and be continuingafter giving effect thereto, 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 Total 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 exceed $300,000,000. No Lender shall have 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 the Company selects With respect to offer participation in the increased Commitments, and that elects to become a party to this Agreement and obtain a Commitment Increase pursuant to clause (a)(i) above, the Borrower shall execute provide a New Lender Supplement with the Company and the Administrative Agent, supplement substantially in the form of Exhibit N F-1 hereto (each, an “Increase Supplement”) specifying the amount of such Commitment Increase and the applicable Commitment Increase closing date, executed by each increasing Lender and the Borrower, which shall be delivered to the Administrative Agent for recording in the Register. (c) With respect to an addition of one or more Additional Commitment Lenders pursuant to clause (a)(ii) above, (i) each such Additional Commitment Lender and the Borrower shall execute and provide a "New Lender Supplement (each, a “New Lender Supplement"”) substantially in the form of Exhibit F-2 hereto, specifying, among other things, the Commitment amount and the applicable Commitment closing date, with the approval of the Administrative Agent (such approval, not to be unreasonably withheld or delayed), whereupon such bank or financial institution (a "New Lender") Additional Commitment 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. (d) Upon the effectiveness of the Increase Supplement or the New Lender Supplement, as the case may be, outstanding Revolving Credit Loans and/or participations in outstanding Swingline Loans under the Revolving Credit Facility shall be reallocated (and the increasing Lenders or joining Additional Commitment Lenders, as applicable, shall make appropriate payments representing principal, with the Borrower making any necessary payments of accrued interest and other accrued amounts) so that after giving effect thereto the increasing Lenders or the joining Additional Commitment Lenders, as the case may be, and the other Lenders under the Revolving Credit Facility share ratably in the aggregate Revolving Credit Exposures thereunder in accordance with the applicable 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 5,000,000 and shall not exceed, in the amount aggregate for all increases, $100,000,000. 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 Lender declines such offer, in whole or in part, the Borrower may offer such declined amount to (i) other Lenders with the consent of the increased Commitments is Swingline Lender and the Issuing Lenders (which consents of the Swingline Lender and the Issuing Lenders shall not subscribed for by the Lendersbe unreasonably withheld or delayed) and/or (ii) other banks, the Company may, financial institutions or other entities with the consent of the Administrative Agent as to any Person that is not at such time a Agent, the Swingline Lender and the Issuing Lenders (which consent consents of the Administrative Agent, the Swingline Lender and the Issuing Lenders shall not be unreasonably 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 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, the Issuing Lenders 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, the Issuing Lenders 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, the Swingline Lender and the Issuing Lenders consent to such increase (which consents of the Administrative Agent, the Swingline Lender and the Issuing Lenders shall not be unreasonably withheld 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 $400,000,000 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 Subject to Section 2.15(c) below, the Borrower and any one or more Lenders (including New Lenders (as defined below)) may, from time after to time prior to the Closing Maturity Date, provided that no Event without the consent of Default shall have occurred and be continuingany other Lender, the 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 LendersAgent, the Company may, Swing Line Lender or any L/C Issuer (but with the consent of the Administrative Agent as Agent, the Swing Line Lender and each L/C Issuer (not to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld, delayed or conditioned) with respect to any New Lender), offer agree that such Lenders shall provide additional Commitments or increase the amount of their respective Commitments, as the case may be (each, a “Commitment Increase”), by executing and delivering to the Administrative Agent an Incremental Commitment Activation Notice specifying (i) the amount of such Commitment Increase and (ii) the proposed applicable Incremental Commitment Effective Date. Notwithstanding the foregoing, (A) the Aggregate Commitments in effect at any existing time shall not exceed $1,500,000,000 and (B) each Commitment Increase shall be in an aggregate principal amount of $10,000,000 or in integral multiples of $5,000,000 in excess thereof. No Lender or to one or more additional banks or financial institutions the opportunity shall have any obligation to participate in all or a portion of such unsubscribed portion of the increased Commitments pursuant any Commitment Increase unless it agrees to paragraph do so in its sole discretion. Any Person (bother than an existing Lender) 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 “Lender” under this Agreement in connection with any Commitment Increase must meet the criteria to be an Eligible Assignee and obtain a Commitment shall execute and deliver to the Administrative Agent a New Lender Supplement with the Company and the Administrative Agent, substantially in the form of Exhibit N G (each, a "“New Lender Supplement"”), together with an Administrative Questionnaire and any applicable Tax forms required hereunder with respect to such Person, whereupon such bank or financial institution Person (a "“New Lender"”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (i) The commitments under each Commitment Increase shall be deemed for all purposes part of the Commitments, (ii) each Lender (including any New Lender) participating in such Commitment Increase shall become a Lender with respect to its Commitment and all matters relating thereto and (iii) the commitments under each Commitment Increase shall have the same terms as the Commitments. On each Incremental Commitment Effective Date, (A) the Administrative Agent shall notify the Lenders (including the New Lenders) and the Borrower of the effectiveness of the applicable Commitment Increase, (B) each Lender (including each New Lender) shall pay to the Administrative Agent, in same day funds, an amount, if positive, equal to (x) such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the Aggregate Commitments, in each case, after giving effect to such Commitment Increase) minus (y) such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the Aggregate Commitments, in each case, without giving effect to such Commitment Increase), (C) promptly thereafter upon the Administrative Agent’s receipt of the amounts described in the foregoing clause (B), the Administrative Agent shall pay to each Lender, in same day funds, an amount such that the portion of the aggregate Loans then outstanding owing to such Lender after giving effect to such payment by the Administrative Agent equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the Aggregate Commitments outstanding, in each case, after giving effect to the relevant Commitment Increase) and (D) the Borrower shall be responsible for paying to each Lender any breakage fees or costs in accordance with Section 3.05 to the same extent as if any reallocation of outstanding Loans pursuant to this Section 2.15(b) were deemed an optional prepayment made by the Borrower. (c) Each Commitment Increase shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.01): (i) The Administrative Agent shall have received (A) an Incremental Commitment Activation Notice from each Lender (including any New Lender) participating in such Commitment Increase, executed by the Borrower, the Administrative Agent and such Lender (including such New Lender) and (B) if applicable, with respect to any New Lender, a New Lender Supplement, executed by the Borrower, the Administrative Agent, such New Lender, the Swing Line Lender and each L/C Issuer, each in accordance with Section 2.15(a) above. (ii) The Administrative Agent shall have received a certificate, dated the applicable Incremental Commitment Effective Date, from the Borrower, certifying as to the matters set forth in clause (iii) below. If required by the Administrative Agent, the Administrative Agent shall have received such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase in form and substance reasonably satisfactory to the Administrative Agent and the Lenders providing such Commitment Increase. (iii) As of the applicable Incremental Commitment Effective Date, (A) no Default or Event of Default shall exist or would result from such Commitment Increase and (B) the representations and warranties of the Borrower contained in Article V, and which are contained in any Loan Document furnished by the Borrower at any time under or in connection herewith, shall be true and correct, except to the extent that such representations and warranties specifically refer to a different date, in which case they shall be true and correct as of such date, and except that for purposes of this Section 2.15, the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.

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 Subject to Section 2.15(c) below, the Borrower and any one or more Lenders (including New Lenders (as defined below)) may, from time after to time prior to the Closing Maturity Date, provided that no Event without the consent of Default shall have occurred and be continuingany other Lender, the Company may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount Agent, any Swing Line Lender or any L/C Issuer (the "Offered Increase Amount") of such proposed increase (such notice, a "Commitment Increase Notice"), 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, but with the consent of the Administrative Agent as Agent, each Swing Line Lender and each L/C Issuer (not to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld, delayed or conditioned) with respect to any New Lender), offer agree that such Lenders shall provide additional Commitments or increase the amount of their respective Commitments, as the case may be (each, a “Commitment Increase”), by executing and delivering to the Administrative Agent an Incremental Commitment Activation Notice specifying (i) the amount of such Commitment Increase and (ii) the proposed applicable Incremental Commitment Effective Date. Notwithstanding the foregoing, (A) the Aggregate Commitments in effect at any existing time shall not exceed $1,500,000,000 and (B) each Commitment Increase shall be in an aggregate principal amount of $10,000,000 or in integral multiples of $5,000,000 in excess thereof. No Lender or to one or more additional banks or financial institutions the opportunity shall have any obligation to participate in all or a portion of such unsubscribed portion of the increased Commitments pursuant any Commitment Increase unless it agrees to paragraph do so in its sole discretion. Any Person (bother than an existing Lender) 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 “Lender” under this Agreement in connection with any Commitment Increase must meet the criteria to be an Eligible Assignee and obtain a Commitment shall execute and deliver to the Administrative Agent a New Lender Supplement with the Company and the Administrative Agent, substantially in the form of Exhibit N G (each, a "“New Lender Supplement"”), together with an Administrative Questionnaire and any applicable Tax forms required hereunder with respect to such Person, whereupon such bank or financial institution Person (a "“New Lender"”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (i) The commitments under each Commitment Increase shall be deemed for all purposes part of the Commitments, (ii) each Lender (including any New Lender) participating in such Commitment Increase shall become a Lender with respect to its Commitment and all matters relating thereto and (iii) the commitments under each Commitment Increase shall have the same terms as the Commitments. On each Incremental Commitment Effective Date, (A) the Administrative Agent shall notify the Lenders (including the New Lenders) and the Borrower of the effectiveness of the applicable Commitment Increase, (B) each Lender (including each New Lender) shall pay to the Administrative Agent, in same day funds, an amount, if positive, equal to (x) such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the Aggregate Commitments, in each case, after giving effect to such Commitment Increase) minus (y) such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the Aggregate Commitments, in each case, without giving effect to such Commitment Increase), (C) promptly thereafter upon the Administrative Agent’s receipt of the amounts described in the foregoing clause (B), the Administrative Agent shall pay to each Lender, in same day funds, an amount such that the portion of the aggregate Loans then outstanding owing to such Lender after giving effect to such payment by the Administrative Agent equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the Aggregate Commitments outstanding, in each case, after giving effect to the relevant Commitment Increase) and (D) the Borrower shall be responsible for paying to each Lender any breakage fees or costs in accordance with Section 3.05 to the same extent as if any reallocation of outstanding Loans pursuant to this Section 2.15(b) were deemed an optional prepayment made by the Borrower. (c) Each Commitment Increase shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.01): (i) The Administrative Agent shall have received (A) an Incremental Commitment Activation Notice from each Lender (including any New Lender) participating in such Commitment Increase, executed by the Borrower, the Administrative Agent and such Lender (including such New Lender) and (B) if applicable, with respect to any New Lender, a New Lender Supplement, executed by the Borrower, the Administrative Agent, such New Lender, each Swing Line Lender and each L/C Issuer, each in accordance with Section 2.15(a) above. (ii) The Administrative Agent shall have received a certificate, dated the applicable Incremental Commitment Effective Date, from the Borrower, certifying as to the matters set forth in clause (iii) below. If required by the Administrative Agent, the Administrative Agent shall have received such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase in form and substance reasonably satisfactory to the Administrative Agent and the Lenders providing such Commitment Increase. (iii) As of the applicable Incremental Commitment Effective Date, (A) no Default or Event of Default shall exist or would result from such Commitment Increase and (B) the representations and warranties of the Borrower contained in Article V, and which are contained in any Loan Document furnished by the Borrower at any time under or in connection herewith, shall be true and correct, except to the extent that such representations and warranties specifically refer to a different date, in which case they shall be true and correct as of such date, and except that for purposes of this Section 2.15, the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.

Commitment Increases. (a) At any time and from time to time after the Closing Date, provided that no Event of Default shall have occurred the Warehousing Credit Limit and the Term Loan Credit Limit may be continuing, the Company may request increased either by an increase of the aggregate Commitments Additional Lender establishing a Warehousing Commitment and a Term Loan Commitment or by notice to the Administrative Agent in writing of the amount one or more then existing Lenders (the "Offered Increase AmountLenders") of increasing its Warehousing Commitment Amount and Term Loan Commitment Amount (each such proposed increase (such noticeby either means, a "Commitment Increase NoticeIncrease"), ) provided that no Commitment Increase shall become effective unless and until (i) Borrowers, Credit Agent and the first Additional Lenders or the Increase Lenders shall have executed and delivered an amendment with respect to such Commitment Increase, and (ii) if, after giving effect thereto, the Warehousing Credit Limit would exceed $450,000,000 and the Term Loan Credit Limit would exceed $100,000,000, such Commitment Increase shall have been consented to by each of the other Lenders. Prior to the effective date ("Effective Date") of any Commitment Increase, Borrowers shall issue promissory notes to the Additional Lenders. Such new promissory note or notes shall constitute a "Warehousing Note" and "Term Loan Note" for the purposes of the Loan Documents. No Lender has implicitly or explicitly agreed to make any future Commitment Increase by entering into this Agreement. (b) On the Effective Date of such Commitment Increase, Credit Agent shall recompute the Percentage Share for each Lender based on the new Warehousing Credit Limit and Term Loan Credit Limit which results from the Commitment Increase, and Credit Agent shall request Warehousing Advances and Term Loan Advances from or will direct prepayments to each Lender so that the total amount of all then outstanding Warehousing Advances and Term Loan Advances are shared pro rata by each Lender. On the effective date of any reduction of the Warehousing Credit Limit and Term Loan Credit Limit resulting from the expiration of a temporary increase in any Lender's Warehousing Commitment Amount and Term Loan Commitment Amount, Borrower shall be prepay the Warehousing Advances and Term Loan Advances 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 by which 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 aggregate unpaid principal balance of such unsubscribed portion of the increased Commitments pursuant to paragraph Lender's (bi) below. (b) Any additional bank or financial institution that the Company selects to offer participation in the increased CommitmentsWarehousing Advances exceeds its Warehousing Commitment Amount, and that elects (ii) Term Loan Advances exceeds its Term Loan Commitment Amount, and Credit Agent shall direct such prepayments 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 The Banks hereby acknowledge and agree that the Borrower may at any time after prior to the Closing Commitment Expiry Date, but no more than once during any calendar quarter, increase the Total Commitment under this Agreement, in incremental amounts of $10,000,000, by an aggregate amount not in excess of $500,000,000 for all such increases by either requesting a Bank or Banks to increase its Commitment or Commitments (provided that no 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 Bank shall be in an amount equal required to at least $93,750,000 and the second such increase shall be in an amount equal agree to $187,500,000 less the amount of the first any 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 ) or by the Lenders, the Company may, with the consent of the Administrative Agent as to any Person that is not at such time requesting 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 is an Eligible Transferee to become a party to this Agreement and obtain a Commitment shall execute a New Lender Supplement with the Company and the Administrative Agent(such institution, substantially in the form of Exhibit N (a "New Lender SupplementBank"), whereupon provided that (i) no Event of Default has occurred and is continuing at the time of any such bank increase, (ii) the Credit Rating shall be either an Increased Investment Grade Rating or financial institution a Maximum Investment Grade Rating at the time of any such increase, (iii) the Borrower shall deliver a notice of such increase to the Payments Administrator describing (x) the amount of such increase and the Total Commitment after giving effect to such increase and (y) the Bank(s) or New Bank(s) agreeing to such increase and the amount of each such entity's Commitment after giving effect to such increase, and (iv) the Borrower and each such Bank or New Bank shall deliver an Agreement of Commitment Increase to the Payments Administrator. Any such Total Commitment increase will become effective upon (A) in the case of New Banks only, the payment to the Payments Administrator of a nonrefundable fee of $2,500 and (B) in all cases, the recording by the Payments Administrator of such addition to the Total Commitment in the Register, the Payments Administrator hereby agreeing to effect such recordation no later than three Business Days after its receipt of an Agreement of Commitment Increase. Upon the effectiveness of any additional Commitment pursuant to this Section 1.16, (x) the New Bank, if any, will become a "Bank" for all purposes of this Agreement and the other Credit Documents with a Commitment as so recorded by the Payments Administrator in the Register and (y) the Borrower shall issue to the respective Bank or New Lender"Bank a new Note. The Payments Administrator will prepare on the last Business Day of each calendar quarter during which an increase has become effective pursuant to this Section 1.16 a new Annex I hereto giving effect to all such increases effected during such quarter and will promptly provide same to the Borrower and each of the Banks. (b) If the Total Commitment is increased pursuant to Section 1.16 (a) at a time when Loans are outstanding, then the Borrower shall become atake all such actions as appropriate to repay and reborrow Loans (but without any obligation to repay Eurodollar Loans other than on the last day of an Interest Period applicable thereto and without regard to the provisions of the first sentence of Section 1.08), so that, as soon as practicable, the outstanding principal amount of the Loans of each Non-Defaulting Bank equals such Bank's Percentage of the aggregate outstanding principal amount of all Loans of all Non-Defaulting Banks.

Commitment Increases. (a) At Subject to Section 4.03, the Borrower and any one or more Lenders (including New Lenders) may, from time to time after the Closing Date, provided that no Event without the consent of Default shall have occurred and be continuing, the Company may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount any other Lender (the "Offered Increase Amount") of such proposed increase (such notice, a "Commitment Increase Notice"), 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, but with the consent of the Administrative Agent as to (solely in the case of any Person Increasing Lender that is not at such time then a Lender (which or an Affiliate thereof), each Issuing Bank and the Swingline Lender, in each case, such consent shall not to be unreasonably withheld, delayed or conditioned), offer agree that such Lenders (including New Lenders) shall provide additional Commitments or increase the amount of their Commitments (each, a “Commitment Increase”, and such Lenders and New Lenders being collectively referred to as the “Increasing Lenders”) by executing and delivering to the Administrative Agent an Incremental Commitment Activation Notice specifying (i) the amount of such Commitment Increase and (ii) the proposed applicable Incremental Commitment Effective Date. Notwithstanding the foregoing, (A) the aggregate amount of Commitment Increases obtained after the Closing Date shall not exceed $1,000,000,000 and (B) each Commitment Increase shall be in an integral multiple of $5,000,000 and not less than $25,000,000. No Lender shall have 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 Commitment Increase unless it agrees to paragraph (b) below. (b) do so in its sole discretion. Any additional bank or bank, financial institution or other entity that is an Eligible Assignee (and that has provided to the Company selects Administrative Agent an Administrative Questionnaire and any applicable tax forms required under Section 2.16(f) with respect to offer participation in the increased Commitments, and such entity) that elects to become a party to “Lender” under this Agreement and obtain a in connection with any Commitment Increase shall execute a New Lender Supplement with the Company and the Administrative Agent(each, a “New Lender Supplement”), substantially in the form of Exhibit N (a "New Lender Supplement")F-2, whereupon such bank or bank, financial institution or other entity (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. (i) The commitments under each Commitment Increase shall be deemed for all purposes part of the Commitments, (ii) each Lender (including any New Lender) participating in such Commitment Increase shall become a Lender with respect to the Commitments and all matters relating thereto and (iii) the commitments under each Commitment Increase shall have the same terms as the Commitments. On the Incremental Commitment Effective Date for any Commitment Increase, (A) the aggregate principal amount of the Revolving Loans outstanding (the “Initial Borrowings”) immediately prior to the Commitment Increase on the Incremental Commitment Effective Date shall be deemed to be repaid, (B) each Increasing Lender that shall have had a Commitment prior to the Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the difference between (1) the product of (x) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (y) the amount of each Subsequent Borrowing (as defined below) and (2) the product of (x) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (y) the amount of each Initial Borrowing, (C) each Increasing Lender that shall not have had a Commitment prior to the Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of (1) such Increasing Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of each Subsequent Borrowing, (D) after the Administrative Agent receives the funds specified in clauses (B) and (C) above, the Administrative Agent shall pay to each Lender the portion of such funds that is equal to the difference between (1) the product of (x) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (y) the amount of each Initial Borrowing and (2) the product of (x) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (y) the amount of each Subsequent Borrowing, (E) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have obtained new Borrowings (the “Subsequent Borrowings”) in amounts equal to the amounts of the Initial Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (F) each Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (calculated after giving effect to the Commitment Increase) and (G) the Borrower shall pay each Lender any and all accrued but unpaid interest on its Loans comprising the Initial Borrowings. The deemed payments of the Initial Borrowings made pursuant to clause (A) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 if the Incremental Commitment Effective Date occurs other than on the last day of the Interest Period relating thereto.

Commitment Increases. (a) At any Notwithstanding anything to the contrary contained in this Agreement, the Borrower may request from time after to time that the Closing Date, Total Commitment be increased by increasing the aggregate Domestic Commitment under the Domestic Facility; provided that no Event the aggregate amount of Default all such increases shall have occurred and be continuing, the Company not exceed $500,000,000. The Borrower may (I) request an increase one or more of the aggregate Commitments by notice Domestic Lenders to increase the amount of its Domestic Commitment (which request shall be in writing and sent to the Administrative Agent in writing of the amount to forward to such Lender or Lenders) and/or (the "Offered Increase Amount"II) of such proposed increase (such notice, a "Commitment Increase Notice"), 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 and each Issuing Lender (which consent consents of the Administrative Agent and each Issuing Lender shall not be unreasonably withheldwithheld or delayed), offer to any existing Lender or to arrange for one or more additional banks or financial institutions not a party hereto (a “New Lender”) to become parties to and Domestic Lenders under this Agreement. In no event may any Lender’s Domestic Commitment be increased without the opportunity to participate in all or a portion prior written consent of such unsubscribed portion Lender. The failure of any Lender to respond to the Borrower’s request for an increase shall be deemed a rejection by such Lender of the Borrower’s request. The Total Commitment may not be increased Commitments pursuant if, at the time of any proposed increase hereunder, a Default or Event of Default has occurred and is continuing. Upon any request by the Borrower to paragraph (b) belowincrease the Total Commitment, the Borrower shall be deemed to have represented and warranted on and as of the date of such request that no Default or Event of Default has occurred and is continuing. (b) Any additional bank or financial institution If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Domestic Commitment hereunder (such a Lender hereinafter referred to as an “Increasing Lender”), it shall enter into a written agreement to 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 effect with the Company Borrower and the Administrative Agent, substantially in the form of Exhibit N G (a "“Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Domestic Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Domestic Commitment, Schedule 2.01 shall, without further action, be deemed to have been amended appropriately to reflect the increased Domestic Commitment. Any New Lender which is willing to become a party hereto and a Domestic Lender hereunder (and which arrangement to become a party hereto and a Domestic Lender hereunder has been consented to by the Administrative Agent and each Issuing Lender pursuant to Section 2.23(a)) shall enter into a written agreement with the Borrower and the Administrative Agent, substantially in the form of Exhibit H (a “New Lender Supplement"”), whereupon which agreement shall specify, among other things, its Domestic Commitment hereunder. When such bank or financial institution (New Lender becomes a "Domestic Lender hereunder as set forth in the New Lender Supplement, Schedule 2.01 shall, without further action, be deemed to have been amended as appropriate to reflect the Commitment of such New Lender") . Upon the execution by the Administrative Agent, the Borrower and such New Lender of such New Lender Supplement, such New Lender shall become aand be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Domestic Lenders set forth in this Agreement, and its Domestic Commitment shall be the amount specified in its New Lender Supplement. (c) In no event shall an increase in a Lender’s Domestic Commitment or the Domestic Commitment of a New Lender become effective until the Administrative Agent shall have received favorable written opinions of counsel for the Borrower, addressed to the Lenders, 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. In no event shall an increase in a Lender’s Domestic Commitment or the Domestic Commitment of a New Lender which results in the Total Commitment exceeding the amount which is authorized at such time in resolutions previously delivered to the Administrative Agent become effective until the Administrative Agent shall have received a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors of the Borrower authorizing the borrowings contemplated pursuant to such increase, certified by the Secretary or an Assistant Secretary of the Borrower. Upon the effectiveness of the increase in a Lender’s Domestic Commitment or the Domestic Commitment of a New Lender pursuant to the preceding sentence and execution by an Increasing Lender of a Commitment Increase Supplement or by a New Lender of a New Lender Supplement, the Borrower shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayment of outstanding Domestic Revolving Loans, as shall be required to cause the aggregate outstanding principal amount of Domestic Revolving Loans owing to each Domestic Lender (including each such Increasing Lender and New Lender) to be proportional to such Lender’s share of the Total Domestic Commitments after giving effect to any increase thereof. Any such prepayments of Eurocurrency Loans shall be subject to Section 2.17. Any such borrowings, if based on the Eurocurrency Rate, shall have amounts allocated to Interest Periods that end on dates that coincide with the end of Interest Periods then applicable to outstanding Eurocurrency Loans (notwithstanding the definition of “Interest Period”) so as to cause the amount of Eurocurrency Loans to be continued or converted pursuant to Section 2.13 on the last day of each such Interest Period to be pro rata for all Lenders.

Commitment Increases. (a) At any time and from time to time after the Closing Datedate hereof, the Commitment may be increased either by an Additional Lender establishing a Commitment Amount or by one or more then existing Lenders, at each such Lender’s sole discretion (“Increase Lender”) increasing its Commitment Amount (each such increase by either means, a “Commitment Increase”) provided that no Event of Default Commitment Increase shall become effective unless and until the Agent has approved (in its unrestricted discretion) such Commitment Increase, and the Borrower, the Agent and the Additional Lender or the Increase Lender shall have occurred executed and be continuingdelivered an amendment with respect to such Commitment Increase. Prior to the effective date of any Commitment Increase, the Company may request an increase of the aggregate Commitments by notice Borrower shall issue a Note to the Administrative Agent Additional Lender or, against surrender of its existing Note, to an Increase Lender 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 Lender’s Commitment Amount after giving effect to such Commitment Increase Notice must offer each Lender Increase. Such new promissory notes shall constitute a “Note” for the opportunity to subscribe for its pro rata share purpose of the Loan Documents. For the avoidance of doubt, and notwithstanding the Agent’s ability to approve or refuse Commitment Increases, no Lender’s Commitment Amount shall be increased Commitments. If any portion as a result 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 a Commitment Increase without 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) belowLender’s consent. (b) Any additional bank On the effective date of any Commitment Increase, the Agent shall recompute the Commitment Percentage for each Lender following the Commitment Increase, and within in two (2) Business Days, the Agent shall request Advances of the affected category from or financial institution shall direct prepayments of such Advances to, each Lender so that the Company selects total amount of all then outstanding Advances of the affected category of each category are shared pro rata with each Lender, pursuant 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 aSection 2.1 hereof.

Commitment Increases. (a) At any time and from time to time after the Closing Datedate hereof, the Commitment may be increased either by an Additional Lender establishing a Commitment Amount or by one or more then existing Lenders, at each such Lender’s sole discretion (an “Increase Lender”) increasing its Commitment Amount (each such increase by either means, a “Commitment Increase”) provided that no Event of Default Commitment Increase shall become effective unless and until the Agent has approved (in its unrestricted discretion) such Commitment Increase, and the Borrowers, the Agent and the Additional Lender or the Increase Lender shall have occurred executed and be continuingdelivered an amendment with respect to such Commitment Increase. Prior to the effective date of any Commitment Increase, the Company may request an increase of the aggregate Commitments by notice Borrowers shall issue a Note to the Administrative Agent Additional Lender or, against surrender of its existing Note, to an Increase Lender 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 Lender’s Commitment Amount after giving effect to such Commitment Increase Notice must offer each Lender Increase. Such new promissory notes shall constitute a “Note” for the opportunity to subscribe for its pro rata share purpose of the Loan Documents. For the avoidance of doubt, and notwithstanding the Agent’s ability to approve or refuse Commitment Increases, no Lender’s Commitment Amount shall be increased Commitments. If any portion as a result 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 a Commitment Increase without 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) belowLender’s consent. (b) Any additional bank On the effective date of any Commitment Increase, the Agent shall recompute the Commitment Percentage for each Lender following the Commitment Increase, and within two (2) Business Days, the Agent shall request Advances from or financial institution shall direct prepayments of such Advances to, each Lender so that the Company selects total amount of all then outstanding Advances are shared pro rata with each Lender, pursuant 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 aSection 2.3 hereof.

Commitment Increases. (a) At In the event that the Borrower wishes to increase the Total Commitments at any time after the Closing Date, provided that when no Default or Event of Default shall have has occurred and be continuingis continuing (or shall result of such increase) and subject to obtaining all necessary regulatory approvals, the 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 ”) 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, $1,000,000,000. 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 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, the Issuing Lender 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, the Issuing Lender 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 and the Issuing Lender consent to such increase (which consents of the Administrative Agent and the Issuing Lender shall not be unreasonably withheld or delayed) and (ii) in no event shall any transaction effected pursuant to this Section 2.3 (A) cause the Total Commitments to exceed $3,000,000,000 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 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 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 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 Eurodollar Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurodollar 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. (iii) 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 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 Eurodollar Loans so that, after giving effect thereto, the ABR Loans and Eurodollar 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 $2,000,000,000, (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 The Banks hereby acknowledge and agree that the Borrower may at any time after prior to the Closing Final Maturity Date, but no more than once during any calendar quarter, increase the Total Commitment under this Agreement, in incremental amounts of $10,000,000, by an aggregate amount not in excess of $500,000,000 for all such increases by either requesting a Bank or Banks to increase its Commitment or Commitments (provided that no 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 Bank shall be in an amount equal required to at least $93,750,000 and the second such increase shall be in an amount equal agree to $187,500,000 less the amount of the first any 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 ) or by the Lenders, the Company may, with the consent of the Administrative Agent as to any Person that is not at such time requesting 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 is an Eligible Transferee to become a party to this Agreement and obtain a Commitment shall execute a New Lender Supplement with the Company and the Administrative Agent(such institution, substantially in the form of Exhibit N (a "New Lender SupplementBank"), whereupon provided that (i) no Event of Default has occurred and is continuing at the time of any such bank increase, (ii) the Credit Rating shall be either an Increased Investment Grade Rating or financial institution a Maximum Investment Grade Rating at the time of any such increase, (iii) the Borrower shall deliver a notice of such increase to the Payments Administrator describing (x) the amount of such increase and the Total Commitment after giving effect to such increase and (y) the Bank(s) or New Bank(s) agreeing to such increase and the amount of each such entity's Commitment after giving effect to such increase, and (iv) the Borrower and each such Bank or New Bank shall deliver an Agreement of Commitment Increase to the Payments Administrator. Any such Total Commitment increase will become effective upon (A) in the case of New Banks only, the payment to the Payments Administrator of a nonrefundable fee of $2,500 and (B) in all cases, the recording by the Payments Administrator of such addition to the Total Commitment in the Register, the Payments Administrator hereby agreeing to effect such recordation no later than three Business Days after its receipt of an Agreement of Commitment Increase. Upon the effectiveness of any additional Commitment pursuant to this Section 1.16, (x) the New Bank, if any, will become a "Bank" for all purposes of this Agreement and the other Credit Documents with a Commitment as so recorded by the Payments Administrator in the Register and (y) the Borrower shall issue to the respective Bank or New Lender"Bank a new Note. The Payments Administrator will prepare on the last Business Day of each calendar quarter during which an increase has become effective pursuant to this Section 1.16 a new Annex I hereto giving effect to all such increases effected during such quarter and will promptly provide same to the Borrower and each of the Banks. (b) If the Total Commitment is increased pursuant to Section 1.16 (a) at a time when Loans are outstanding, then the Borrower shall become atake all such actions as appropriate to repay and reborrow Loans (but without any obligation to repay Eurodollar Loans other than on the last day of an Interest Period applicable thereto and without regard to the provisions of the first sentence of Section 1.08), so that, as soon as practicable, the outstanding principal amount of the Loans of each Non-Defaulting Bank equals such Bank's Percentage of the aggregate outstanding principal amount of all Loans of all Non-Defaulting Banks.

Commitment Increases. (a) At Kraft Foods may from time to time (but not more than three times in any time after the Closing Datecalendar year), provided that no Event of Default shall have occurred and be continuing, the 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 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 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 pursuant to the first sentence of paragraph (a) above or on such other date as shall be agreed upon by Kraft Foods, 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 to that effect dated such bank or financial institution (a "New Lender") shall become adate.

Commitment Increases. (a) At The Parent Borrower shall have the right at any time after and from time to time to (i) increase the Closing Date, provided that no Event Commitments of Default shall have occurred and be continuing, the Company may request an increase of the aggregate any Lender and/or (ii) add 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"“Additional Commitments”), provided that, no Additional Commitment shall become effective if any Specified Default has occurred and is continuing, of one or more financial institutions or other entities that will become “Lenders” (each an “Additional Commitment Lender”), in each case subject only to (i) the first consent of such increase shall be in an amount equal to at least $93,750,000 Lender that is increasing its Commitment or Additional Commitment Lender, as applicable and the second (ii) if such increase shall be in an amount equal to $187,500,000 less the amount of the first such increase. Any such Additional 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 Lendersalready a Lender hereunder or an affiliate of a Lender hereunder, the Company may, with the consent of the Issuing Lenders, the Administrative Agent as to any Person that is not at such time a Agent, and the Swingline Lender (which each such consent shall not to be unreasonably delayed or withheld). For the avoidance of doubt, offer no Lender will be required to provide 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 Additional Commitments pursuant to paragraph (b) belowunless it so agrees. (b) Any additional bank or financial institution that the Company selects With respect to offer participation in the increased Commitments, and that elects to become a party to this Agreement and obtain a Commitment increase pursuant to clause (a)(i) above, the Parent Borrower shall execute provide a New Lender Supplement with the Company and the Administrative Agent, supplement substantially in the form of Exhibit N M-1 hereto (the “Increase Supplement”) specifying the U.S. Facility Commitment increase or the Canadian Facility Commitment increase, as the case may be, executed by each increasing Lender and the Parent Borrower which shall be delivered to the Administrative Agent for recording in the Register. With respect to a "New Commitment increase pursuant to clause (a)(ii) above, the Parent Borrower shall provide a Lender Supplement"Joinder Agreement substantially in the form of Exhibit M-2 hereto (the “Lender Joinder Agreement”) specifying, among other things, the U.S Facility Commitment amount or Canadian Facility Commitment amount, as the case may be, executed by the Additional Commitment Lender and the Parent Borrower, which shall be delivered together with any tax forms required pursuant to subsection 4.11 hereof to the Administrative Agent for its recording in the Register. Upon effectiveness of the Lender Joinder Agreement, each Additional Commitment Lender shall be a U.S Facility Lender and/or a Canadian Facility Lender, as the case may be, and a Lender for all intents and purposes of this Agreement and such Additional Commitments shall be U.S. Facility Commitments or Canadian Commitments, respectively. (c) Upon the effectiveness of the Increase Supplement or the Lender Joinder Agreement, as the case may be, outstanding Loans and/or participations in outstanding Swing Line Loans and/or L/C Obligations under the U.S. Facility and/or the Canadian Facility, as the case may be, shall be reallocated (and the increasing Lender or joining Additional Commitment Lender, as applicable, shall make appropriate payments representing principal, with the Parent Borrower making any necessary payments of accrued interest) so that after giving effect thereto the increasing Lender or the joining Additional Commitment Lender, as the case may be, and the other U.S. Facility Lenders or Canadian Facility Lenders, as the case may be, share ratably in the Aggregate U.S. Facility Lender Exposure, or the Aggregate Canadian Facility Lender Exposure, in accordance with the applicable Commitments (and notwithstanding Section 4.12, no Borrower shall be liable for any amounts under Section 4.12 as a result of such reallocation), 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 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 $375,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the 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 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 Eurodollar Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurodollar 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. (iii) 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 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 Eurodollar Loans so that, after giving effect thereto, the ABR Loans and Eurodollar 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 $1,000,000,000, (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. (a1) At any time after the Closing DateThe Borrower may, 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 given during the Availability Period, from time to time request an increase to the existing Commitments (any such increase, “New Commitments”) by an amount not less than U.S.$25,000,000 in writing the case of the amount (the "Offered Increase Amount") of each such proposed increase (or such notice, a "Commitment Increase Notice"lesser amount which shall be approved by Administrative Agent), provided and integral multiples of U.S.$1,000,000 in excess of that amount. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the first such increase New Commitments shall be in an amount equal to at least $93,750,000 and the second such increase effective, which shall be in an amount equal a date not less than 20 Business Days after the date on which such notice is delivered to $187,500,000 less the amount Administrative Agent or such shorter period of the first such increase. Any such Commitment Increase Notice must offer each Lender the opportunity time as consented 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 Administrative Agent. Each such New Commitment shall be subject to 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 and the opportunity to participate Lenders in all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) belowtheir sole and absolute discretion. (b2) Any additional bank Such New Commitments shall become effective as of such Increased Amount Date, provided that (A) the Administrative Agent and the Lenders shall have consented to such New Commitments in their sole and absolute discretion; (B) no Default or financial institution that Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Commitments; (C) each of the Company selects conditions set forth in Section 3.2 shall be satisfied as if such Increased Amount Date were a Credit Date; (D) the Borrower shall make any payments required pursuant to offer participation Section 2.7 and the Fee Letters in connection with such New Commitments; and (E) the increased Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction. (3) On any Increased Amount Date on which New Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (A) each New Commitment shall be deemed for all purposes a “Commitment” and each Loan made thereunder (a “New Loan”) shall be deemed, for all purposes, a “Loan”. The terms and provisions of the New Commitments shall be identical to the terms and conditions of the Commitments, and that elects the terms and conditions of the New Loans shall be identical to become a party to this Agreement the terms and obtain a Commitment shall execute a New Lender Supplement with conditions of 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 aLoans.

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 the Closing DateDate and prior to the Commitment Expiration Date of any Bank, provided that no Event of Default shall have occurred and be continuing, the 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 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 $250,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the 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 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 Eurodollar Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurodollar 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. (iii) 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 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 Eurodollar Loans so that, after giving effect thereto, the ABR Loans and Eurodollar 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 $1,000,000,000, (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 The Borrowers may from time after the Closing Dateto time (and more than one 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 the Borrowers and one or more financial institutions (any such financial institution referred to in this Section being called an “Augmenting Lender”), which may include any Lender, cause new Commitments to be extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to be increased, as the case may be (the "Offered Increase Amount") aggregate amount of such proposed increase (such notice, for all Augmenting Lenders on any single occasion being referred to as a "“Commitment Increase 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 shall be not less than $10,000,000, except to the extent necessary to utilize the remaining unused amount of increase permitted under this Section 2.25(a) and (ii) the Aggregate Commitment shall not exceed $1,000,000,000 after giving effect to the effectiveness of any Commitment Increase. Each Augmenting Lender (if not then a Lender) shall be subject to the opportunity to subscribe for its pro rata share approval of the increased Commitments. If any portion of Agent, each Issuing Bank and 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 Swingline Lender (which consent approval shall not be unreasonably withheld) and shall not be subject to the approval of any other Lenders, and the Company and each Augmenting Lender shall execute all such documentation as the Agent shall reasonably specify to evidence the Commitment of such Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of any Commitment Increase together with the notice of such Commitment Increase being referred to collectively as the “Commitment Increase Amendment” in respect of such Commitment Increase). (b) Upon each Commitment Increase pursuant to this Section, offer (i) each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Augmenting Lender providing a portion of such Commitment Increase, and each such Augmenting Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to such Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Swingline Loans and Letters of Credit held by each Lender (including each such Augmenting Lender) will (subject to Section 2.24) equal such Lender’s Pro Rata Share and (ii) if, on the date of such Commitment Increase, there are any existing Lender or Revolving Loans outstanding, the parties hereto shall, at the request of the Agent, take actions agreed upon by the Agent and the Company that will result, within a period acceptable to one or more additional banks or financial institutions the opportunity Agent and the Company, in the outstanding Revolving Loans being held by the Lenders ratably in accordance with their Commitments. In determining the actions to participate in be taken (which may include the prepayment and reborrowing of all or a portion of such unsubscribed portion Revolving Loans and/or the making of Revolving Loans on a non-pro-rata basis by Augmenting Lenders for the increased Commitments balance of Interest Periods in progress and at rates reflecting the Eurodollar Base Rate at the time for loans of such duration), the Agent and the Lenders will endeavor to minimize breakage costs for which the Borrowers must compensate the Lenders to the extent practicable without undue complexity or administrative burdens on the Agent or the Lenders. The Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to paragraph (b) belowthe immediately preceding sentence. (bc) Any additional bank Commitment Increases and new Commitments created pursuant to this Section 2.25 shall become effective on the date specified in the notice delivered by the Company pursuant to the first sentence of paragraph (a) above or financial institution on such other date as agreed upon by the Company, the Agent and 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 unless (i) on the date of such increase, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to the date of such Commitment Increase and (B) all references to the “Closing Date” in Sections 5.5 and 5.7 shall be deemed to refer to the date of such Commitment Increase) shall be satisfied as of such date (as though the effectiveness of such increase were a Credit Extension) and the Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Company, and (ii) the actions referred to in paragraph (b)(ii) of this Section 2.25 shall have been agreed upon by the Agent and the Company (provided, however, that the Company selects prepayment and reborrowing on the date of such Commitment Increase of all Revolving Loans then outstanding shall be deemed to offer participation satisfy the condition specified 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 clause (a "New Lender Supplement"ii), whereupon such bank or financial institution (a "New Lender") shall become a).

Commitment Increases. (a1) At any time after the Closing DateThe Borrower may, 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 given during the Availability Period, from time to time request an increase to the existing Commitments (any such increase, “New Commitments”) by an amount not less than U.S.$25,000,000 in writing the case of the amount (the "Offered Increase Amount") of each such proposed increase (or such notice, a "Commitment Increase Notice"lesser amount which shall be approved by Administrative Agent), provided and integral multiples of U.S.$1,000,000 in excess of that amount. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the first such increase New Commitments shall be in an amount equal to at least $93,750,000 and the second such increase effective, which shall be in an amount equal a date not less than 10 Business Days after the date on which such notice is delivered to $187,500,000 less the amount Administrative Agent or such shorter period of the first such increase. Any such Commitment Increase Notice must offer each Lender the opportunity time as consented 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 Administrative Agent. Each such New Commitment shall be subject to 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 and the opportunity to participate Lenders in all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) belowtheir sole and absolute discretion. (b2) Any additional bank Such New Commitments shall become effective as of such Increased Amount Date, provided that (A) the Administrative Agent and the Lenders shall have consented to such New Commitments in their sole and absolute discretion; (B) no Default or financial institution that Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Commitments; (C) each of the Company selects conditions set forth in Section 3.2 shall be satisfied as if such Increased Amount Date were a Credit Date; (D) the Borrower shall make any payments required pursuant to offer participation Section 2.7 and the Fee Letters in connection with such New Commitments; and (E) the increased Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction. (3) On any Increased Amount Date on which New Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (A) each New Commitment shall be deemed for all purposes a “Commitment” and each Loan made thereunder (a “New Loan”) shall be deemed, for all purposes, a “Loan”. The terms and provisions of the New Commitments shall be identical to the terms and conditions of the Commitments, and that elects the terms and conditions of the New Loans shall be identical to become a party to this Agreement the terms and obtain a Commitment shall execute a New Lender Supplement with conditions of 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 aLoans.

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuingSubject to Section 4.03, the Company may request Borrower and any one or more Lenders (including New Lenders) may, from time to time, without the consent of any other Lender (but with the consent of (i) the Administrative Agent (solely in the case of any Increasing Lender that is not then a Lender or an Affiliate thereof), each Issuing Bank and the Swingline Lender, in each case such consent not to be unreasonably withheld, delayed or conditioned), agree that such Lenders (including New Lenders) shall provide additional Commitments or increase the amount of their Commitments (each, a “Commitment Increase”, and such Lenders and New Lenders being collectively referred to as the aggregate Commitments “Increasing Lenders”) by notice executing and delivering to the Administrative Agent in writing of an Incremental Commitment Activation Notice specifying (i) the amount (the "Offered Increase Amount") of such proposed increase (such notice, a "Commitment Increase Notice")and (ii) the proposed applicable Incremental Commitment Effective Date. Notwithstanding the foregoing, provided that (A) the first such increase aggregate amount of Commitment Increases obtained after the Closing Date shall not exceed $500,000,000 and (B) each Commitment Increase shall be in an amount equal integral multiple of $5,000,000 and not less than $25,000,000. No Lender shall have any obligation to at least $93,750,000 and the second such increase shall be participate in an amount equal any Commitment Increase unless it agrees to $187,500,000 less the amount of the first such increasedo so in its sole discretion. Any such Commitment Increase Notice must offer each Lender the opportunity bank, financial institution or other entity that is an Eligible Assignee (and has provided 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 an Administrative Questionnaire and any applicable tax forms required under Section 2.16(f) with respect 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 (bentity) 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 “Lender” under this Agreement and obtain a in connection with any Commitment Increase shall execute a New Lender Supplement with the Company and the Administrative Agent(each, a “New Lender Supplement”), substantially in the form of Exhibit N (a "New Lender Supplement")F-2, whereupon such bank or bank, financial institution or other entity (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. (i) The commitments under each Commitment Increase shall be deemed for all purposes part of the Commitments, (ii) each Lender (including any New Lender) participating in such Commitment Increase shall become a Lender with respect to the Commitments and all matters relating thereto and (iii) the commitments under each Commitment Increase shall have the same terms as the Commitments. On the Incremental Commitment Effective Date for any Commitment Increase, (A) the aggregate principal amount of the Revolving Credit Loans outstanding (the “Initial Borrowings”) immediately prior to the Commitment Increase on the Incremental Commitment Effective Date shall be deemed to be repaid, (B) each Increasing Lender that shall have had a Commitment prior to the Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the difference between (1) the product of (x) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (y) the amount of each Subsequent Borrowing (as defined below) and (2) the product of (x) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (y) the amount of each Initial Borrowing, (C) each Increasing Lender that shall not have had a Commitment prior to the Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of (1) such Increasing Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of each Subsequent Borrowing, (D) after the Administrative Agent receives the funds specified in clauses (B) and (C) above, the Administrative Agent shall pay to each Lender the portion of such funds that is equal to the difference between (1) the product of (x) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (y) the amount of each Initial Borrowing, and (2) the product of (x) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (y) the amount of each Subsequent Borrowing, (E) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have obtained new Borrowings (the “Subsequent Borrowings”) in amounts equal to the amounts of the Initial Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (F) each Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (calculated after giving effect to the Commitment Increase) and (G) the Borrower shall pay each Lender any and all accrued but unpaid interest on its Revolving Credit Loans comprising the Initial Borrowings. The deemed payments of the Initial Borrowings made pursuant to clause (A) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 if the Incremental Commitment Effective Date occurs other than on the last day of the Interest Period relating thereto.

Commitment Increases. (a) At The Borrower and any one or more Lenders (each of which will be entitled to agree or decline to participate in its sole discretion) (including Additional Lenders, if applicable) may from time after to time agree that such Lenders shall obtain or increase the amount of their Revolving Commitments (any such increase in Revolving Commitments, an “Incremental Revolving Commitment”), as applicable, in an aggregate amount not to exceed $235,000,000, by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such increase (which shall be in an amount not less than $10,000,000 and, if greater, in increments of $1,000,000 in excess thereof and (ii) the applicable Increased Facility Closing Date; provided, provided that (1) no Revolving Commitment of any Lender shall be increased without the consent of such Lender, which shall be given or withheld in its sole discretion; (2) no Default or Event of Default shall have occurred and be continuingcontinuing at the time of such request or after giving effect to any Incremental Revolving Commitment or Loan in respect of any Incremental Revolving Commitment, as the case may be; (3) the representations and warranties set forth in Section 4 shall be true and correct in all material respects immediately prior to, and after giving effect to, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date and (y) to the extent that such representation and warranty that is qualified as to “materiality,” “material adverse effect” or similar language shall be true in all respects (after giving effect to such qualification therein), the Company may request an incurrence of any Incremental Revolving Commitment; (4) such Incremental Revolving Commitments shall have the same terms and conditions as are applicable to the Revolving Commitments; and (5) all fees and expenses in respect of such increase of the aggregate Commitments by notice owing to the Administrative Agent 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 mayif any, with the consent shall have been paid. The Borrower may seek commitments in respect 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 Incremental Revolving Commitments from one or more additional banks or banks, financial institutions and other institutional lenders, other than an Ineligible Assignee, in each case, reasonably satisfactory to the opportunity to participate in all or a portion Administrative Agent (each an “Additional Lender”); provided, that the new Revolving Commitment of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) beloweach Additional Lender shall be at least $1,000,000. (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 Additional Lender shall execute a New an Additional Lender Supplement with the Company and the Administrative AgentSupplement, substantially in the form of Exhibit N (a "New Lender Supplement")F-2, whereupon such bank or financial institution (a "New Lender") Additional 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) On the effective date of any increase in the Revolving Commitments, (i) each Lender participating in the relevant increase shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Loans of all the Lenders to equal its Revolving Percentage of such outstanding Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans as of the date of any increase in the Revolving Commitments (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.2). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each SOFR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. (d) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility Activation Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Revolving Commitment. Any such deemed amendment may be effected in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (e) In connection with any increase of the Revolving Commitments pursuant to this Section 2.20, any Additional Lender becoming a party hereto shall (i) execute such documents and agreements as the Administrative Agent may reasonably request and (ii) in the case of any Additional Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act.

Commitment Increases. (a) At any Notwithstanding anything to the contrary contained in this Agreement, the Borrower may request from time after to time that the Closing DateAggregate Commitments be increased by an amount not less than $50,000,000 or a whole multiple of $10,000,000 in excess thereof, provided that no Event of Default shall have occurred and be continuing, the Company Borrower may only request such an increase once in any six-month period and in no event shall the Aggregate Commitments exceed $2,000,000,000. Such increase in the Aggregate Commitments shall be effected as follows: the Borrower may (i) request one or more of the aggregate Commitments by notice Lenders to increase the amount of its Commitment (which request shall be in writing and sent to the Administrative Agent in writing of the amount to forward to such Lender or Lenders) and/or (the "Offered Increase Amount"ii) of such proposed increase arrange for one or more financial institutions not a party hereto (such notice, a "Commitment Increase Notice")an “Other Lender”) to become parties to and Lenders under this Agreement, 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 (x) the Administrative Agent as to any Person that is not at shall have approved such time a Lender (Other Lender, which consent approval shall not be unreasonably withheld), offer and (y) after giving effect to such increase, no Lender shall have a Commitment hereunder which exceeds an amount equal to 15% of the Aggregate Commitments. In no event may any existing Lender or to one or more additional banks or financial institutions Lender’s Commitment be increased without the opportunity to participate in all or a portion prior written consent of such unsubscribed portion Lender, and the failure of any Lender to respond to the Borrower’s request for an increase shall be deemed a rejection by such Lender of the Borrower’s request. The Aggregate Commitments may not be increased if, at the time of any proposed increase hereunder, a Default or Event of Default has occurred and is continuing. Upon any request by the Borrower to increase the Aggregate Commitments pursuant hereunder, the Borrower shall be deemed to paragraph (b) belowhave represented and warranted on and as of the date of such request that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Lender shall have any obligation whatsoever to increase the amount of its Commitment, and each Lender may at its option, unconditionally and without cause, decline to increase its Commitment. (b) Any additional bank or financial institution If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (such a Lender hereinafter referred to as an “Increasing Lender”), it shall enter into a written agreement to 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 effect with the Company Borrower and the Administrative Agent, substantially in the form of Exhibit N H (a "New “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule I hereto shall, without further action, be deemed to have been amended as appropriate to reflect the increased Commitment of such Increasing Lender. Any Other Lender which, with the consent of the Borrower and the Administrative Agent (which consent, in the case of the Administrative Agent, shall not be unreasonably withheld), is willing to become a party hereto and a Lender hereunder, shall enter into a written agreement with the Borrower and the Administrative Agent, substantially in the form of Exhibit I (an “Additional Lender Supplement"”), whereupon which agreement shall specify, among other things, its Commitment hereunder. When such bank or financial institution (Other Lender becomes a "New Lender hereunder as set forth in the Additional Lender Supplement, Schedule I shall, without further action, be deemed to have been amended as appropriate to reflect the Commitment of such Other Lender") . Upon the execution by the Administrative Agent, the Borrower and such Other Lender of such Additional Lender Supplement, such Other Lender shall become aand be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Supplement. Each Other Lender which executes and delivers an Additional Lender Supplement and becomes a party hereto and a “Lender” hereunder pursuant to such Additional Lender Supplement is hereinafter referred to as an “Additional Lender.” (c) In no event shall an increase in a Lender’s Commitment or the Commitment of an Other Lender become effective until the Administrative Agent shall have received a certificate from the Borrower, to the effect that the representations and warranties shall be true and correct in all material respects and no Default or Event of Default shall have occurred and be continuing after giving effect to the increase in the Aggregate Commitments resulting from the increase in such Lender’s Commitment or the extension of a Commitment by such Other Lender. In no event shall an increase in a Lender’s Commitment or the Commitment of an Other Lender which results in the Aggregate Commitments exceeding the amount which is authorized at such time in resolutions previously delivered to the Administrative Agent become effective until the Administrative Agent shall have received a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors or the Executive Committee of the Board of Directors of the Borrower authorizing the borrowings contemplated pursuant to such increase, certified by the Secretary or an Assistant Secretary of the Borrower. Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Supplement, the Borrower shall make such borrowing from such Increasing Lender or Additional Lender, and/or shall make such prepayment of outstanding Revolving Credit Loans, as shall be required to cause the aggregate outstanding principal amount of Revolving Credit Loans owing to each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Aggregate Commitments after giving effect to any increase thereof. The Borrower agrees to indemnify each Lender and to hold each Lender harmless from any loss or expense incurred as a result of any such prepayment in accordance with subsection 2.17, as applicable. (d) Upon any Lender entering into a Commitment Increase Supplement or any Additional Lender becoming a party hereto, the Administrative Agent shall notify each other Lender thereof and shall deliver to each Lender a copy of the Additional Lender Supplement executed by such Additional Lender and the Commitment Increase Supplement executed by such Increasing Lender.

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuingSubject to Section 4.03, the Company may request an increase Borrower and any one or more Lenders (including New Lenders (as defined below)) may, from time to time, without the consent of the aggregate Commitments by notice to any other Lender, the Administrative Agent in writing of the amount or any Issuing Bank (the "Offered Increase Amount") of such proposed increase (such notice, a "Commitment Increase Notice"), 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, but with the consent of the Administrative Agent as and each Issuing Bank (not to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld, delayed or conditioned) with respect to any New Lender), offer agree that such Lenders (including New Lenders) shall provide additional Commitments or increase the amount of their Commitments (each, a “Commitment Increase”, and such Lenders and New Lenders being collectively referred to as the “Increasing Lenders”) by executing and delivering to the Administrative Agent an Incremental Commitment Activation Notice specifying (i) the amount of such Commitment Increase and (ii) the proposed applicable Incremental Commitment Effective Date. Notwithstanding the foregoing, (A) the aggregate amount of Commitment Increases obtained after the Effective Date shall not exceed $500,000,000 and (B) each Commitment Increase shall be in an integral multiple of $5,000,000 and not less than $25,000,000. No Lender shall have 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 Commitment Increase unless it agrees to paragraph (b) below. (b) do so in its sole discretion. Any additional bank or bank, financial institution or other entity that is eligible to be an assignee under Section 9.04 (and has provided to the Company selects Administrative Agent an Administrative Questionnaire and any applicable tax forms required under Section 2.16(f) with respect to offer participation in the increased Commitments, and such entity) that elects to become a party to “Lender” under this Agreement and obtain a in connection with any Commitment Increase shall execute a New Lender Supplement with the Company and the Administrative Agent(each, a “New Lender Supplement”), substantially in the form of Exhibit N (a "New Lender Supplement")F-2, whereupon such bank or bank, financial institution or other entity (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. (i) The commitments under each Commitment Increase shall be deemed for all purposes part of the Commitments, (ii) each Lender (including any New Lender) participating in such Commitment Increase shall become a Lender with respect to the Commitments and all matters relating thereto and (iii) the commitments under each Commitment Increase shall have the same terms as the Commitments. On the Incremental Commitment Effective Date for any Commitment Increase, (A) the aggregate principal amount of the Revolving Loans outstanding (the “Initial Borrowings”) immediately prior to the Commitment Increase on the Incremental Commitment Effective Date shall be deemed to be repaid, (B) each Increasing Lender that shall have had a Commitment prior to the Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the difference between (1) the product of (x) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (y) the amount of each Subsequent Borrowing (as defined below) and (2) the product of (x) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (y) the amount of each Initial Borrowing, (C) each Increasing Lender that shall not have had a Commitment prior to the Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of (1) such Increasing Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of each Subsequent Borrowing, (D) after the Administrative Agent receives the funds specified in clauses (B) and (C) above, the Administrative Agent shall pay to each Lender the portion of such funds that is equal to the difference between (1) the product of (x) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (y) the amount of each Initial Borrowing, and (2) the product of (x) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (y) the amount of each Subsequent Borrowing, (E) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in amounts equal to the amounts of the Initial Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (E) each Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (calculated after giving effect to the Commitment Increase) and (F) the Borrower shall pay each Lender any and all accrued but unpaid interest on its Loans comprising the Initial Borrowings. The deemed payments of the Initial Borrowings made pursuant to clause (A) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 if the Incremental Commitment Effective Date occurs other than on the last day of the Interest Period relating thereto.

Commitment Increases. (a) At (a) The Company may at any time and from time to time, by written agreement executed by the Company and one or more financial institutions that is an Eligible Assignee (any such financial institution being called an “Increasing Lender”) and delivered to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders), cause Commitments of the Increasing Lenders to be increased (or cause the Increasing Lenders to extend new Commitments) in an amount for each Increasing Lender set forth in such agreement; provided that (i) no Lender shall have any obligation to increase its Commitment pursuant to this paragraph, (ii) the aggregate amount of all new Commitments and increases in existing Commitments becoming effective under this paragraph since the Closing Date shall not exceed US$150,000,000, (iii) each Increasing Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned) and (iv) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Company (an “Accession Agreement”). Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party (and the effectiveness of the new Commitment of such Lender in accordance with this paragraph), such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder. New Commitments and increases in Commitments shall become effective on the date specified in the applicable [[6069954]] agreement delivered pursuant to this paragraph (which date shall be at least five Business Days after the Closing Datedate of delivery of such notice, unless otherwise agreed by the Administrative Agent); provided that no Event increase in the Commitments (or in the Commitment of any Lender) pursuant to this paragraph shall become effective unless (A) the Administrative Agent shall have received documents consistent with those delivered under Sections 4.01(b) and 4.01(c), if requested by the Administrative Agent, (B) on the effective date of such increase, the representations and warranties of the Company set forth in this Agreement shall be true and correct (x) in the case of the representations and warranties qualified as to materiality, in all respects and (y) otherwise, in all material respects, in each case on and as of the date of such effectiveness, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date, (C) on the effective date of such increase, no Default shall have occurred and be continuing, continuing immediately prior to or immediately after giving effect thereto and (D) the Administrative Agent shall have received a certificate dated such date and executed by a Responsible Officer of the Company may request an increase to the effect that the conditions set forth in clauses (B) and (C) above shall have been satisfied. The Administrative Agent shall notify the Company and the Lenders of the effective date of the increase in the Commitments pursuant to this paragraph (the “Increase Effective Date”), and such notice shall be conclusive and binding. (b) On the Increase Effective Date of any increase in the Commitments pursuant to paragraph (a) of this Section (a “Commitment Increase”), (i) the aggregate Commitments by notice principal amount of the Loans outstanding (the “Initial Borrowings”) immediately prior to the Commitment Increase on the Increase Effective Date shall be deemed to be repaid, (ii) each Increasing Lender that shall have had a Commitment prior to the Commitment Increase shall pay 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 same day funds and in US Dollars an amount equal to at least $93,750,000 the difference between (A) the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of each Subsequent Borrowing (as hereinafter defined) and (B) the second product of (1) such increase Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of each Initial Borrowing, (iii) each Increasing Lender that shall be not have had a Commitment prior to the Commitment Increase shall pay to Administrative Agent in same day funds and in US Dollars an amount equal to $187,500,000 less the product of (1) such Increasing Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of each Subsequent Borrowing, (iv) after the first such increase. Any such Commitment Increase Notice must offer Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Lender the opportunity portion of such funds that is equal to subscribe for its pro rata share the difference between (A) the product of (1) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of each Initial Borrowing, and (B) the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of each Subsequent Borrowing, (v) after the effectiveness of the increased Commitments. If any portion of the increased Commitments is not subscribed for by the LendersCommitment Increase, the Company may, with shall be deemed to have made new Borrowings (the consent “Subsequent Borrowings”) in amounts equal to the amounts of the Initial Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent as in accordance with Section 2.03, (vi) each Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (calculated after giving effect to the Commitment Increase) and (vii) the Company shall pay each Lender any Person that is not at such time a Lender (which consent shall not be unreasonably withheld)and all accrued but unpaid interest on its Loans comprising the Initial Borrowings. To the extent applicable, 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 deemed payments of the increased Commitments Initial Borrowings made pursuant to paragraph clause (bi) below. (b) Any additional bank or financial institution that above shall be subject to compensation by the Company selects pursuant 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 provisions of Exhibit N (a "New Lender Supplement"), whereupon such bank or financial institution (a "New Lender") shall become a[[6069954]]

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuingSubject to Section 4.03, the Company may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount Borrower and any one or more Lenders (the "Offered Increase Amount"including New Lenders) of such proposed increase (such notice, a "Commitment Increase Notice"), 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, from time to time, without the consent of any other Lender (but with the consent of the Administrative Agent as to (solely in the case of any Person Increasing Lender that is not at such time then a Lender (which or an Affiliate thereof), each Issuing Bank and the Swingline Lender, each such consent shall not to be unreasonably withheld), offer delayed or conditioned) agree that such Lenders (including New Lenders) shall provide additional Commitments or increase the amount of their Commitments (each, a “Commitment Increase”, and such Lenders and New Lenders being collectively referred to as the “Increasing Lenders”) by executing and delivering to the Administrative Agent an Incremental Commitment Activation Notice specifying (i) the amount of such Commitment Increase and (ii) the proposed applicable Incremental Commitment Effective Date. Notwithstanding the foregoing, (A) the aggregate amount of Commitment Increases obtained after the Effective Date shall not exceed $500,000,000 and (B) each Commitment Increase shall be in an integral multiple of $5,000,000 and not less than $25,000,000. No Lender shall have 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 Commitment Increase unless it agrees to paragraph (b) below. (b) do so in its sole discretion. Any additional bank or bank, financial institution or other entity that is an Eligible Assignee (and that has provided to the Company selects Administrative Agent an Administrative Questionnaire and any applicable tax forms required under Section 2.16(f) with respect to offer participation in the increased Commitments, and such entity) that elects to become a party to “Lender” under this Agreement and obtain a in connection with any Commitment Increase shall execute a New Lender Supplement with the Company and the Administrative Agent(each, a “New Lender Supplement”), substantially in the form of Exhibit N (a "New Lender Supplement")F-2, whereupon such bank or bank, financial institution or other entity (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. (i) The commitments under each Commitment Increase shall be deemed for all purposes part of the Commitments, (ii) each Lender (including any New Lender) participating in such Commitment Increase shall become a Lender with respect to the Commitments and all matters relating thereto and (iii) the commitments under each Commitment Increase shall have the same terms as the Commitments. On the Incremental Commitment Effective Date for any Commitment Increase, (A) the aggregate principal amount of the Revolving Loans outstanding (the “Initial Borrowings”) immediately prior to the Commitment Increase on the Incremental Commitment Effective Date shall be deemed to be repaid, (B) each Increasing Lender that shall have had a Commitment prior to the Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the difference between (1) the product of (x) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (y) the amount of each Subsequent Borrowing (as defined below) and (2) the product of (x) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (y) the amount of each Initial Borrowing, (C) each Increasing Lender that shall not have had a Commitment prior to the Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of (1) such Increasing Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of each Subsequent Borrowing, (D) after the Administrative Agent receives the funds specified in clauses (B) and (C) above, the Administrative Agent shall pay to each Lender the portion of such funds that is equal to the difference between (1) the product of (x) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (y) the amount of each Initial Borrowing and (2) the product of (x) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (y) the amount of each Subsequent Borrowing, (E) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have obtained new Borrowings (the “Subsequent Borrowings”) in amounts equal to the amounts of the Initial Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (F) each Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (calculated after giving effect to the Commitment Increase) and (G) the Borrower shall pay each Lender any and all accrued but unpaid interest on its Loans comprising the Initial Borrowings. The deemed payments of the Initial Borrowings made pursuant to clause (A) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 if the Incremental Commitment Effective Date occurs other than on the last day of the Interest Period relating thereto.

Commitment Increases. (a) At any The Borrowers may from time after the Closing Dateto time (and more than one 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 the Borrowers and one or more financial institutions (any such financial institution referred to in this Section being called an “Augmenting Lender”), which may include any Lender, cause new Commitments to be extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to be increased, as the case may be (the "Offered Increase Amount") aggregate amount of such proposed increase (such notice, for all Augmenting Lenders on any single occasion being referred to as a "“Commitment Increase 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 shall be not less than $10,000,000, except to the extent necessary to utilize the remaining unused amount of increase permitted under this Section 2.22(a) and (ii) the Aggregate Commitment shall not exceed $2,400,000,000 after giving effect to the effectiveness of any Commitment Increase. The decision of any Lender to become an Augmenting Lender shall be at the opportunity sole discretion of such Lender. Each Augmenting Lender (other than an existing Lender) shall be subject 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 approval of the Administrative Agent as to any Person that is not at such time a Agent, the Swingline Lender and each Issuing Bank (which consent approval shall not be unreasonably withheld, conditioned or delayed) and shall not be subject to the approval of any other Lenders, and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence the Commitment of such Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of any Commitment Increase together with the notice of such Commitment Increase being referred to collectively as the “Commitment Increase Amendment” in respect of such Commitment Increase). (b) Upon each Commitment Increase pursuant to this Section, offer (i) each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Augmenting Lender providing a portion of such Commitment Increase, and each such Augmenting Lender will automatically and without further act be deemed to have assumed, a portion of such L▇▇▇▇▇’s participations hereunder in outstanding Letters of Credit such that, after giving effect to such Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Lender (including each such Augmenting Lender) will (subject to Section 2.21) equal such Lender’s Pro Rata Share and (ii) if, on the date of such Commitment Increase, there are any existing Lender or Revolving Loans outstanding, the parties hereto shall, at the request of the Administrative Agent, take actions agreed upon by the Administrative Agent and the Company that will result, within a period acceptable to one or more additional banks or financial institutions the opportunity Administrative Agent and the Company, in the outstanding Revolving Loans being held by the Lenders ratably in accordance with their Pro Rata Shares. In determining the actions to participate in be taken (which may include the prepayment and reborrowing of all or a portion of such unsubscribed portion Revolving Loans and/or the making of Revolving Loans on a non-pro-rata basis by Augmenting Lenders for the increased Commitments balance of Interest Periods in progress and at rates reflecting the Term SOFR at the time for loans of such duration), the Administrative Agent and the Lenders will endeavor to minimize breakage costs for which the Borrowers must compensate the Lenders to the extent practicable without undue complexity or administrative burdens on the Administrative Agent or the Lenders. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to paragraph (b) belowthe immediately preceding sentence. (bc) Any additional bank Commitment Increases and new Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrowers pursuant to the first sentence of paragraph (a) above or financial institution on such other date as agreed upon by the Borrowers, the Administrative Agent and 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 unless (i) on the date of such increase, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to the “Credit Extension Date” therein shall be deemed to refer to the date of such Commitment Increase, (B) all references to a “Credit Extension” therein shall be deemed to refer to such Commitment Increase and (C) all references to the “Restatement Effective Date” in (x) Section 4.2(b) as it relates to Sections 5.5, 5.7 and 5.11 and (y) Sections 5.5, 5.7 and 5.11 shall be deemed to refer to the date of such Commitment Increase for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Company, and (ii) the actions referred to in paragraph (b)(ii) of this Section 2.22 shall have been agreed upon by the Administrative Agent and the Company (provided, however, that the Company selects prepayment and reborrowing on the date of such Commitment Increase of all Revolving Loans then outstanding shall be deemed to offer participation satisfy the condition specified in this clause (ii)). In connection with any Commitment Increase under this Section 2.22, the Borrower Sublimit for each Borrower will be increased Commitments, and that elects to become a party to this Agreement and obtain a Commitment shall execute a New Lender Supplement with in such manner as may be agreed by the Company and the Augmenting Lenders and the Administrative Agent and the Borrowers may, without the consent of any Lender, effect such other amendments to this Agreement as may be necessary or appropriate, in the opinion of the Administrative Agent, substantially in to give effect to the form provisions of Exhibit N (a "New Lender Supplement"), whereupon such bank or financial institution (a "New Lender") shall become athis Section 2.22.

Commitment Increases. (a) At any time after the Closing Date, provided that So long as no Default or Event of Default shall have has occurred and be is continuing, the Company Anadarko may request an increase from time to time, that the aggregate amount of the aggregate Lenders’ Commitments be increased (each a “Commitment Increase”) by notice delivering a Notice of Commitment Increase; provided, however, that: (i) no Lender’s Commitment may ever be increased without its prior written consent; (ii) any Notice of Commitment Increase must be given no later than three (3) Business Days prior to the Revolving Commitment Termination Date; (iii) the effective date of any Commitment Increase (the “Commitment Increase Effective Date”) shall be no earlier than three (3) Business Days after receipt by the Administrative Agent in writing of such Notice of Commitment Increase; (iv) the amount (the "Offered Increase Amount") of such proposed increase (such notice, a "any Commitment Increase Notice"), provided that the first such increase shall must be in an amount equal to at least $93,750,000 and 10,000,000; and (v) after giving effect to any requested Commitment Increase, the second such increase shall be in an amount equal to $187,500,000 less the aggregate 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) belowexceed $2,000,000,000. (b) Any additional bank On each Commitment Increase Effective Date, so long as no Default or financial institution that Event of Default has occurred and is continuing, each of the Company selects to offer participation conditions set forth in Section 6.02 are satisfied as of such Commitment Increase Effective Date and no Material Adverse Change shall exist as of such date, each Commitment Increase shall become effective on its Commitment Increase Effective Date and upon such effectiveness: (i) the Administrative Agent shall record in the increased CommitmentsRegister each CI Lender’s information, if necessary, as provided in the Notice of Commitment Increase and pursuant to an Administrative Questionnaire that elects shall be completed and delivered by each CI Lender to become the Administrative Agent on or before the Commitment Increase Effective Date; (ii) the Administrative Agent shall distribute to each Lender (including each CI Lender) a party copy of the Annex I attached to the Notice of Commitment Increase relating to such Commitment Increase; (iii) each CI Lender identified on the Notice of Commitment Increase for such Commitment Increase shall be a “Lender” for all purposes under this Agreement; (iv) to the extent there are Revolving Loans outstanding as of such date: (A) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Lender’s New Funds Amount for the applicable Commitment Increase Effective Date, which amount, for each such CI Lender, shall constitute Revolving Loans made by such CI Lender to the Borrowers pursuant to this Agreement and obtain on such Commitment Increase Effective Date; and (B) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount for such Commitment Increase Effective Date, which amount, for each such Reducing Percentage Lender, shall constitute a Commitment shall execute a New Lender Supplement prepayment by the Borrowers pursuant to Section 2.07, ratably in accordance with the Company respective principal amounts thereof, of the principal amounts of all then outstanding Revolving Loans of such Reducing Percentage Lender; and (v) To the extent there is any Letter of Credit outstanding as of such Commitment Increase Effective Date, each CI Lender shall be deemed to have acquired, and each Reducing Percentage Lender shall be deemed to transferred, such portions of the Administrative Agent, substantially existing participations in such Letter of Credit as shall cause the form participations therein of Exhibit N all Lenders to be pro rata in accordance with the Applicable Percentages of all Lenders on such Commitment Increase Effective Date (a "New Lender Supplement"after giving effect to the Commitment Increases of all Lenders), whereupon such bank or financial institution (a "New Lender") shall become a.

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 $1,500,000,000 subject to subsection 2.21(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the 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 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 SupplementNEW BANK SUPPLEMENT"), whereupon such bank or financial institution (a "New LenderNEW 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 2.21 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 and, if a New Bank Supplement indicates that the relevant New Bank shall be a Tranche B Bank or if the Increasing Bank is a Tranche B Bank, upon receipt by the Canadian Administrative Agent of such corporate resolutions of the Borrowers under the Linked Agreement (the "LINKED BORROWERS") and legal opinions of counsel to the Linked Borrowers as the Canadian 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 2.21(b) or any Bank's Commitment is increased pursuant to subsection 2.21(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 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 2.21 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 Eurodollar Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurodollar 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. (iii) 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 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 Eurodollar Loans so that, after giving effect thereto, the ABR Loans and Eurodollar 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 2.21, (i) in no event shall any transaction effected pursuant to this subsection 2.21 cause the aggregate Commitments to exceed $3,500,000,000, (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 2.21, 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. (a1) At any time after the Closing DateThe Borrower may, 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 given during the Availability Period, from time to time request an increase to the existing Commitments (any such increase, “New Commitments”) to an aggregate amount (including the existing Commitments and such New Commitments) not in writing excess of the amount (the "Offered Increase Amount") of such proposed increase (such notice, a "Commitment Increase Notice"), Cap; provided that the first such New Commitments for each increase shall be in an amount equal to at least $93,750,000 not less than U.S.$50,000,000 and the second integral multiples of U.S.$1,000,000 in excess of that amount (or such increase shall be in an lesser amount equal to $187,500,000 less the amount difference between the Commitment Cap and the sum of the first existing Commitments and such increase. Any such Commitment Increase Notice must offer each Lender New Commitments with respect to the opportunity to subscribe for its pro rata share Loans) and, in the aggregate, not in excess of the increased CommitmentsCommitment Cap. If any portion Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent or such shorter period of the increased Commitments is not subscribed for time as consented to by the Lenders, the Company may, with the Administrative Agent. Each such New Commitment shall be subject to 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 and Lenders in all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) belowtheir sole and absolute discretion. (b2) Any additional bank Such New Commitments shall become effective as of such Increased Amount Date if (A) the Administrative Agent and the Lenders shall have consented to such New Commitments in their sole and absolute discretion, (B) no Default or financial institution that Event of Default exists on such Increased Amount Date before or after giving effect to such New Commitments, (C) each of the Company selects conditions set forth in Section 3.2 is satisfied as if such Increased Amount Date were a Credit Date, (D) the Borrower makes any payments required pursuant to offer participation Section 2.7 and the Fee Letters in the increased connection with such New Commitments, and that elects (E) the Borrower shall deliver or cause to become a party to this Agreement and obtain a Commitment shall execute a New Lender Supplement with the Company and be delivered any legal opinions or other documents reasonably requested by the Administrative Agent, substantially Agent in the form of Exhibit N (a "New Lender Supplement"), whereupon connection with any such bank or financial institution (a "New Lender") shall become atransaction.

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, (iii) on a pro forma basis after giving effect to (x) such increase to the Commitments (assuming such incremental Commitments are fully drawn) and (y) any permanent repayment of Debt after the last day of the most recently ended fiscal quarter for which the Company’s annual or quarterly Financial Statements have been most recently required to have been delivered pursuant to Section 6.01 (assuming, for such purpose, that (A) such increase to the Commitments (and the full drawing thereof) and any such permanent repayment of Debt occurred on the first day of the four fiscal quarter period for which the Company’s annual or quarterly Financial Statements have been most recently required to have been delivered pursuant to Section 6.01 and (B) such incremental Commitments had been borrowed as Eurodollar Loans with successive one-month Interest Periods during the four fiscal quarter period for which the Company’s annual or quarterly Financial Statements have been most recently required to have been delivered pursuant to Section 6.01), the Coverage Ratio shall not be less than 1.25 to 1.0 and (iv) 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 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 Parent Borrower shall have the right at any time after and from time to time to (i) increase the Closing Date, provided that no Event Commitments of Default shall have occurred and be continuing, the Company may request an increase of the aggregate any Lender and/or (ii) add 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"“Additional Commitments”), provided that, no Additional Commitment shall become effective if any Specified Default has occurred and is continuing, of one or more financial institutions or other entities that the first such increase shall be will become “Lenders” (each an “Additional Commitment Lender”), in an amount equal each case subject only 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 such Lender that is not at increasing its Commitment or Additional Commitment Lender, as applicable. For the avoidance of doubt, no Lender will be required to provide any 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 Additional Commitments pursuant to paragraph (b) belowunless it so agrees. (b) Any additional bank or financial institution that the Company selects With respect to offer participation in the increased Commitments, and that elects to become a party to this Agreement and obtain a Commitment increase pursuant to clause (a)(i) above, the Parent Borrower shall execute provide a New Lender Supplement with the Company and the Administrative Agent, supplement substantially in the form of Exhibit N J-1 hereto (the “Increase Supplement”) specifying the Revolving Facility Commitment increase executed by each increasing Lender and the Parent Borrower which shall be delivered to the Administrative Agent for recording in the Register. With respect to a "New Commitment increase pursuant to clause (a)(ii) above, the Parent Borrower shall provide a Lender Supplement"Joinder Agreement substantially in the form of Exhibit J-2 hereto (the “Lender Joinder Agreement”) specifying, among other things, the Revolving Facility Commitment amount executed by the Additional Commitment Lender and the Parent Borrower, which shall be delivered together with any tax forms required pursuant to Section 4.11 hereof to the Administrative Agent for its recording in the Register. Upon effectiveness of the Lender Joinder Agreement, each Additional Commitment Lender shall be a Lender for all intents and purposes of this Agreement and such Additional Commitments shall be Revolving Facility Commitments. (c) Upon the effectiveness of the Increase Supplement or the Lender Joinder Agreement, as the case may be, outstanding Loans shall be reallocated (and the increasing Lender or joining Additional Commitment Lender, as applicable, shall make appropriate payments representing principal, with the Parent Borrower making any necessary payments of accrued interest) so that after giving effect thereto the increasing Lender or the joining Additional Commitment Lender, as the case may be, and the other Lenders share ratably in the Aggregate Lender Exposure, in accordance with the applicable Revolving Facility Commitments (and notwithstanding Section 4.12, no Borrower shall be liable for any amounts under Section 4.12 as a result of such reallocation), whereupon such bank or financial institution (a "New Lender") shall become a.

Commitment Increases. (a) At any time after The Borrower shall have the Closing Dateright, provided that so long as no Event of Default shall have occurred and be continuing, at any time prior to the Company may request an Revolving Credit Commitment Termination Date, to increase the total aggregate amount of the aggregate Revolving Credit Commitments hereunder by notice (x) adding a lender or lenders hereto with a Revolving Credit Commitment or Revolving Credit Commitments of up to the Administrative Agent in writing of the amount (the "Offered Increase Amount"or aggregate amount) of such proposed increase (which lender or lenders shall thereupon become “Lenders” hereunder) and/or (y) enabling any Lender or Lenders to increase its (or their) Revolving Credit Commitment (or Revolving Credit Commitments) up to the amount of any such noticeincrease; provided that: (i) in no event shall any Lender’s Revolving Credit Commitment be increased without the consent of such Lender, a "Commitment Increase Notice"(ii) if any Revolving Credit Loans are outstanding hereunder on the date that any such increase is to be effective, such Revolving Credit Loans shall on or prior to the effectiveness of such increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), provided that which prepayment shall be accompanied by accrued interest on the first Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.13, (iii) any such increase shall be in an a multiple of $20,000,000, (iv) in no event shall the sum of the aggregate amount equal of Incremental Term Loans incurred after the Restatement Effective Date, the aggregate amount of increases in Revolving Credit Commitments pursuant to at least $93,750,000 this Section and the second aggregate amount of Permitted Indebtedness incurred in accordance with Section 6.07(a)(A), together with the aggregate amount of Indebtedness incurred pursuant to Section 5(b) of the Pledge Agreement, exceed $300,000,000 or such higher amount to which the Required Lenders shall have consented, (v) no increase in Revolving Credit Commitments contemplated by this Section shall be result in any one Lender having a Revolving Credit Commitment in an amount equal to $187,500,000 less which equals more than 20% of the aggregate amount of the first such increase. Any such Commitment Increase Notice must offer each Lender Revolving Credit Commitments hereunder, and (vi) no increase in Revolving Credit Commitments shall occur within twelve months of a reduction in 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 Revolving Credit Commitments pursuant to paragraph (b) belowSection 2.06(b). (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 The Borrowers may from time after the Closing Dateto time (and more than one 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 the Borrowers and one or more financial institutions (any such financial institution referred to in this Section being called an “Augmenting Lender”), which may include any Lender, cause new Commitments to be extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to be increased, as the case may be (the "Offered Increase Amount") aggregate amount of such proposed increase (such notice, for all Augmenting Lenders on any single occasion being referred to as a "“Commitment Increase 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 shall be not less than $10,000,000, except to the extent necessary to utilize the remaining unused amount of increase permitted under this Section 2.26(a) and (ii) the Aggregate Commitment shall not exceed $1,200,000,000 after giving effect to the effectiveness of any Commitment Increase. The decision of any Lender to become an Augmenting Lender shall be at the opportunity sole discretion of such Lender. Each Augmenting Lender shall be subject to subscribe for its pro rata share the approval of the increased Commitments. If any portion of Agent, each Issuing Bank and 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 Swingline Lender (which consent approval shall not be unreasonably withheldwithheld or delayed) and shall not be subject to the approval of any other Lenders, and the Company and each Augmenting Lender shall execute all such documentation as the Agent shall reasonably specify to evidence the Commitment of such Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of any Commitment Increase together with the notice of such Commitment Increase being referred to collectively as the “Commitment Increase Amendment” in respect of such Commitment Increase). (b) Upon each Commitment Increase pursuant to this Section, offer (i) each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Augmenting Lender providing a portion of such Commitment Increase, and each such Augmenting Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to such Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Swingline Loans and Letters of Credit held by each Lender (including each such Augmenting Lender) will (subject to Section 2.25) equal such Lender’s Pro Rata Share and (ii) if, on the date of such Commitment Increase, there are any existing Lender or Revolving Loans outstanding, the parties hereto shall, at the request of the Agent, take actions agreed upon by the Agent and the Company that will result, within a period acceptable to one or more additional banks or financial institutions the opportunity Agent and the Company, in the outstanding Revolving Loans being held by the Lenders ratably in accordance with their Commitments. In determining the actions to participate in be taken (which may include the prepayment and reborrowing of all or a portion of such unsubscribed portion Revolving Loans and/or the making of Revolving Loans on a non-pro-rata basis by Augmenting Lenders for the increased Commitments balance of Interest Periods in progress and at rates reflecting the Eurodollar Base Rate at the time for loans of such duration), the Agent and the Lenders will endeavor to minimize breakage costs for which the Borrowers must compensate the Lenders to the extent practicable without undue complexity or administrative burdens on the Agent or the Lenders. The Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to paragraph (b) belowthe immediately preceding sentence. (bc) Any additional bank Commitment Increases and new Commitments created pursuant to this Section 2.26 shall become effective on the date specified in the notice delivered by the Company pursuant to the first sentence of paragraph (a) above or financial institution on such other date as agreed upon by the Company, the Agent and 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 unless (i) on the date of such increase, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to the date of such Commitment Increase and (B) all references to the “Closing Date” in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to the date of such Commitment Increase) shall be satisfied as of such date (as though the effectiveness of such increase were a Credit Extension) and the Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Company, and (ii) the actions referred to in paragraph (b)(ii) of this Section 2.26 shall have been agreed upon by the Agent and the Company (provided, however, that the Company selects prepayment and reborrowing on the date of such Commitment Increase of all Revolving Loans then outstanding shall be deemed to offer participation satisfy the condition specified 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 clause (a "New Lender Supplement"ii), whereupon such bank or financial institution (a "New Lender") shall become a).

Commitment Increases. (a) At any So long as no Default or Event of Default has occurred and is continuing, the Borrower may request from time to time after the Closing Effective Date, provided that no Event of Default shall have occurred and be continuing, the Company may request an increase aggregate amount of the aggregate Lenders’ Commitments be increased (each a “Commitment Increase”) by notice delivering a Notice of Commitment Increase; provided, however, that: (i) no Lender’s Commitment may ever be increased without its prior written consent; (ii) any Notice of Commitment Increase must be given no later than three (3) Business Days prior to the Revolving Commitment Termination Date; (iii) the effective date of any Commitment Increase (the “Commitment Increase Effective Date”) shall be no earlier than three (3) Business Days after receipt by the Administrative Agent in writing of such Notice of Commitment Increase; (iv) the amount (the "Offered Increase Amount") of such proposed increase (such notice, a "any Commitment Increase Notice"), provided that the first such increase shall must be in an amount equal to at least $93,750,000 and 10,000,000; and (v) after giving effect to any requested Commitment Increase, the second such increase shall be in an amount equal to $187,500,000 less the aggregate 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) belowexceed $1,000,000,000. (b) Any additional bank On each Commitment Increase Effective Date, so long as no Default or financial institution that Event of Default has occurred and is continuing, each of the Company selects to offer participation conditions set forth in Section 7.02 are satisfied as of such Commitment Increase Effective Date and no Material Adverse Change shall exist as of such date, each Commitment Increase shall become effective on its Commitment Increase Effective Date and upon such effectiveness: (i) the Administrative Agent shall record in the increased CommitmentsRegister each CI Lender’s information, if necessary, as provided in the Notice of Commitment Increase and pursuant to an Administrative Questionnaire that elects shall be completed and delivered by each CI Lender to become the Administrative Agent on or before the Commitment Increase Effective Date; (ii) the Administrative Agent shall distribute to each Lender (including each CI Lender) a party copy of the Annex I attached to the Notice of Commitment Increase relating to such Commitment Increase; (iii) each CI Lender identified on the Notice of Commitment Increase for such Commitment Increase shall be a “Lender” for all purposes under this Agreement; (iv) to the extent there are Revolving Loans outstanding as of such date: (A) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Lender’s New Funds Amount for the applicable Commitment Increase Effective Date, which amount, for each such CI Lender, shall constitute Revolving Loans made by such CI Lender to the Borrower pursuant to this Agreement and obtain on such Commitment Increase Effective Date; and (B) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount for such Commitment Increase Effective Date, which amount, for each such Reducing Percentage Lender, shall constitute a Commitment shall execute a New Lender Supplement prepayment by the Borrower pursuant to Section 2.07, ratably in accordance with the Company respective principal amounts thereof, of the principal amounts of all then outstanding Revolving Loans of such Reducing Percentage Lender; and (v) To the extent there is any Letter of Credit outstanding as of such Commitment Increase Effective Date, each CI Lender shall be deemed to have acquired, and each Reducing Percentage Lender shall be deemed to have transferred, such portions of the Administrative Agent, substantially existing participations in such Letter of Credit as shall cause the form participations therein of Exhibit N all Lenders to be pro rata in accordance with the Applicable Percentages of all Lenders on such Commitment Increase Effective Date (a "New Lender Supplement"after giving effect to the Commitment Increases of all Lenders), whereupon such bank or financial institution (a "New Lender") shall become a.

Commitment Increases. (a) At The Parent Borrower shall have the right at any time after and from time to time to (i) increase the Closing Date, provided that no Event Commitments of Default shall have occurred and be continuing, the Company may request an increase of the aggregate any Lender and/or (ii) add 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"“Additional Commitments”), provided that, no Additional Commitment shall become effective if any Specified Default has occurred and is continuing, of one or more financial institutions or other entities that will become “Lenders” (each an “Additional Commitment Lender”), in each case subject only to (i) the first consent of such increase shall be in an amount equal to at least $93,750,000 Lender that is increasing its Commitment or Additional Commitment Lender, as applicable and the second (ii) if such increase shall be in an amount equal to $187,500,000 less the amount of the first such increase. Any such Additional 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 Lendersalready a Lender hereunder or an affiliate of a Lender hereunder, the Company may, with the consent of the Issuing Lenders, the Administrative Agent as to any Person that is not at such time a Agent, and the Swing Line Lender (which each such consent shall not to be unreasonably delayed or withheld). For the avoidance of doubt, offer no Lender will be required to provide 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 Additional Commitments pursuant to paragraph (b) belowunless it so agrees. (b) Any additional bank or financial institution that the Company selects With respect to offer participation in the increased Commitments, and that elects to become a party to this Agreement and obtain a Commitment increase pursuant to clause (a)(i) above, the Parent Borrower shall execute provide a New Lender Supplement with the Company and the Administrative Agent, supplement substantially in the form of Exhibit N M-1 hereto (the “Increase Supplement”) specifying the U.S. Facility Commitment increase or the Canadian Facility Commitment increase, as the case may be, executed by each increasing Lender and the Parent Borrower which shall be delivered to the Administrative Agent for recording in the Register. With respect to a "New Commitment increase pursuant to clause (a)(ii) above, the Parent Borrower shall provide a Lender Supplement"Joinder Agreement substantially in the form of Exhibit M-2 hereto (the “Lender Joinder Agreement”) specifying, among other things, the U.S Facility Commitment amount or Canadian Facility Commitment amount, as the case may be, executed by the Additional Commitment Lender and the Parent Borrower, which shall be delivered together with any tax forms required pursuant to Section 4.11 hereof to the Administrative Agent for its recording in the Register. Upon effectiveness of the Lender Joinder Agreement, each Additional Commitment Lender shall be a U.S Facility Lender and/or a Canadian Facility Lender, as the case may be, and a Lender for all intents and purposes of this Agreement and such Additional Commitments shall be U.S. Facility Commitments or Canadian Commitments, respectively. (c) Upon the effectiveness of the Increase Supplement or the Lender Joinder Agreement, as the case may be, outstanding Loans and/or participations in outstanding Swing Line Loans and/or L/C Obligations under the U.S. Facility and/or the Canadian Facility, as the case may be, shall be reallocated (and the increasing Lender or joining Additional Commitment Lender, as applicable, shall make appropriate payments representing principal, with the Parent Borrower making any necessary payments of accrued interest and, at the option of the Parent Borrower, any accrued letter of credit commission under the first sentence of Section 3.3(a)) so that after giving effect thereto the increasing Lender or the joining Additional Commitment Lender, whereupon as the case may be, and the other U.S. Facility Lenders or Canadian Facility Lenders, as the case may be, share ratably in the Aggregate U.S. Facility Lender Exposure, or the Aggregate Canadian Facility Lender Exposure, in accordance with the applicable Commitments (and notwithstanding Section 4.12, no Borrower shall be liable for any amounts under Section 4.12 as a result of such bank or financial institution (a "New Lender") shall become areallocation).

Commitment Increases. (a) At In the event that the Borrower wishes to increase the Total Commitments at any time after the Closing Amendment No. 35 Effective Date, provided that when no Default or Event of Default shall have has occurred and be continuingis continuing (or shall result of such increase) and subject to obtaining all necessary regulatory approvals, it shall notify the Company may request an increase of the aggregate Commitments by notice to the Administrative Designated Agent in writing writing, given not more frequently than once per calendar year, of the amount (the "“Revolving Credit Offered Increase Amount"”) of such proposed increase (such notice, a "“Commitment Increase Notice"), 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 such increases after the Amendment No. 5 Effective Date, $1,000,000,000; provided, that for the avoidance of doubt, the first such increasetransactions contemplated by Amendment No. Any such 1 and Amendment No. 2 shall not be deemed to constitute a Commitment Increase Notice must from the Borrower. The Borrower shall offer each Lender of the 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 may, Borrower may offer such declined amount to (i) other Lenders with the consent of the Administrative Agent as to any Person that is not at such time a Lender Issuing Lenders (which consent consents of the Issuing Lenders shall not be unreasonably withheld), offer to any existing Lender conditioned or to one or more additional banks or delayed) and/or (ii) other banks, financial institutions or other entities with the opportunity consent of the Designated Agent and the Issuing Lenders (which consents of the Designated Agent and the Issuing Lenders shall not be unreasonably withheld, conditioned or delayed). The Commitment Increase Notice shall specify the Lenders and/or banks, financial institutions or other entities that will be requested to participate in all provide such Revolving Credit Offered Increase Amount. The Borrower or, if requested by the Borrower, the Designated Agent will notify such Lenders, and/or banks, financial institutions or a portion other entities of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) 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, the Issuing Lenders and the Administrative Designated 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 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, 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, the Issuing Lenders and the Designated 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 Designated Agent and the Issuing Lenders consent to such increase (which consents of the Designated Agent and the Issuing Lenders 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 $5,400,000,0006,400,000,000 or (B) occur at a time at which a Default or an Event of Default has occurred and is continuing. (f) The Designated 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 Designated 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. (g) In connection with any increase in the Total Commitments pursuant to this Section 2.3, the Borrower shall cause to be issued to the Designated Agent a new First Mortgage Bond (i) in the amount of the Total Commitment (giving effect to such increase) (in which case such new First Mortgage Bond shall replace any then-outstanding Senior Bonds) or (ii) in the amount of such increase, such that the aggregate principal amount of the Senior Bonds will, when taken together, equal the Total Commitment (giving effect to such increase).

Commitment Increases. (a) At any time after In the Closing Dateevent that the Borrower wishes to increase the Total Revolving Credit Commitment, provided that no Event of Default it shall have occurred and be continuing, the Company may request an increase of the aggregate Commitments by notice to notify 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"). (b) 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, (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 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. (bc) Any additional bank or bank, financial institution that or other entity which the Company Borrower selects 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(b)(ii) shall execute a New Lender Supplement (each a "NEW LENDER SUPPLEMENT") with the Company Borrower 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 Borrower 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 Borrower 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 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 Borrower shall furnish to the Administrative Agent such evidence of legal and corporate authority (including legal opinions of counsel to the Borrower) 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 the Total Revolving Credit Commitment to exceed $150,000,000 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 Commitments pursuant to this Section shall not be effective unless the Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower certifying that: (i) no Default or Event of Default shall have occurred and be continuing on the date of such increase and after giving effect thereto; and (ii) the representations and warranties 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 any time and from time to time after the Closing Datedate hereof, the Commitment may be increased either by an Additional Lender establishing a Commitment Amount or by one or more then existing Lenders (“Increase Lender”) increasing its Commitment Amount (each such increase by either means, a “Commitment Increase”) provided that no Event of Default Commitment Increase shall become effective unless and until (i) the Company, the Agent and the Additional Lender or the Increase Lender shall have occurred executed and be continuingdelivered an amendment with respect to such Commitment Increase, and (ii) such Commitment Increase shall have been consented to by each of the other Lenders. Prior to the effective date of any Commitment Increase, the Company may request an increase of the aggregate Commitments by notice shall issue a Note to the Administrative Agent Additional Lender or, against surrender of its existing Note to an Increase Lender, 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 Lender’s Commitment Amount after giving effect to such Commitment Increase Notice must offer each Lender Increase. Such new promissory notes shall constitute a “Note” for the opportunity to subscribe for its pro rata share purpose 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) belowLoan Documents. (b) Any additional bank On the effective date of any Commitment Increase, the Agent shall recompute the Commitment Percentage for each Lender following the Commitment Increase, and within in two (2) Business Days, the Agent shall request Advances of the affected category from or financial institution shall direct prepayments of such Advances to, each Lender so that the Company selects total amount of all then outstanding Advances of the affected category of each category are shared pro rata with each Lender, pursuant 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 aSection 2.1 hereof.

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 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 any time Subject to the terms and conditions set forth herein, after the Closing Date, provided that no Event of Default the Company shall have occurred and be continuingthe right to request, the Company may request an increase of the aggregate Commitments by written notice to the Administrative Agent Agent, (i) an increase in writing the Revolving Commitments (a “Revolving Commitment Increase”), (ii) an increase in the aggregate amount of any existing Delayed Draw Term Loan and/or the addition of a separate term loan facility (an “Additional Term Loan Facility”) (each such increase or separate facility pursuant to the foregoing clauses (i), (ii) and (iii), an “Accordion Increase”) in an aggregate amount not to exceed $360,000,000 plus, after the end of the amount (the "Offered Increase Amount") of such proposed increase (such noticeDelayed Draw Term Loan Commitment Termination Date, a "Commitment Increase Notice"), provided that the first such increase shall be in an amount equal to at least $93,750,000 the unfunded or repaid portion of the Delayed Draw Term Loan Facility; provided that (x) any Accordion Increase shall be on the terms (including, in the case of a Revolving Commitment Increase or increase in the aggregate amount of an existing Delayed Draw Term Loan, the Latest Maturity Date) and pursuant to the second documentation to be agreed upon by the Lenders providing such increase Accordion Increase, (y) the Company shall only be permitted to request two Accordion Increases during the term of this Agreement and (z) any Accordion Increase shall be in a minimum amount of $25,000,000 or, if less than $25,000,000 is available, the amount left available. (b) Each notice submitted pursuant to this Section 2.13 (an amount equal to $187,500,000 less “Accordion Increase Notice”) requesting an Accordion Increase shall specify the amount of the first increase in the Revolving Commitments or existing Delayed Draw Term Loan (and specifying which existing Delayed Draw Term Loan is to be increased, if applicable) or the amount of the new term loan being requested. Upon receipt of an Accordion Increase Notice, the Administrative Agent may (at the direction of the Company) promptly notify the applicable Lenders and each such increase. Any such Lender may (subject to the Company’s consent) have the right to elect to (x) have its Revolving Commitment or Delayed Draw Term Loan Commitment increased by its Pro Rata Share (it being understood and agreed that a Lender may elect to have its Revolving Commitment or Delayed Draw Term Loan Commitment increased in excess of its Pro Rata Share in its discretion if any other Lender declines to participate in the Accordion Increase) of the requested increase in Revolving Commitments or Delayed Draw Term Loan Commitments, as applicable or (y) issue a commitment under the Additional Term Loan Facility; provided that (i) each Lender may elect or decline, in its sole discretion, to participate in any Accordion Increase, it being understood that no Lender shall be obligated to participate in an Accordion Increase unless it, in its sole discretion, so agrees and, if a Lender fails to respond to any Accordion Increase Notice must offer each within five (5) Business Days after such Lender’s receipt of such request, such Lender the opportunity shall be deemed to subscribe for its pro rata share of the increased Commitments. If have declined to participate in such Accordion Increase; (ii) if any portion of the increased Commitments is not subscribed for by the LendersLender declines to participate in any Accordion Increase and, the Company mayas a result, commitments from additional financial institutions are required in connection with the Accordion Increase, any Person or Persons providing such commitment shall be subject to the written consent of the Administrative Agent as (in each case, such consent not to any Person that is not at such time a Lender (which consent shall not be unreasonably withheldwithheld or delayed); (iii) in no event shall a Defaulting Lender be entitled to participate in such Accordion Increase; (iv) neither the funding of the Accordion Increase nor the existence of the Liens securing such Accordion Increase would violate the terms of the Senior Notes Indenture. In the event that any Lender or other Person agrees to participate in any Accordion Increase (each an “Increase Loan Lender”), offer such Accordion Increase shall become effective on such date as shall be mutually agreed upon by the Increase Loan Lenders and the Company, which date shall be as soon as practicable after the date of receipt of the Accordion Increase Notice (such date, the “Increase Date”); provided that the establishment of such Accordion Increase shall be subject to any existing Lender the satisfaction of each of the following conditions: (1) no Default or Event of Default would exist after giving effect thereto; (2) the Accordion Increase shall be effected pursuant to one or more additional banks joinder agreements executed and delivered by the Company, the Administrative Agent, and the Increase Loan Lenders, each of which shall be reasonably satisfactory to the Company, the Administrative Agent, and the Increase Loan Lenders; (3) the Credit Parties shall execute and deliver or financial institutions cause to be executed and delivered to the opportunity Administrative Agent such amendments to participate the Credit Documents, legal opinions and other documents as the Administrative Agent may reasonably request in connection with any such transaction, which amendments, legal opinions and other documents shall be reasonably satisfactory to the Administrative Agent; (4) the representations and warranties contained in Section 8 shall be true and correct in all material respects (or a portion of such unsubscribed portion in all respects to the extent that any representation or warranty is qualified by materiality) as of the increased Commitments pursuant Increase Date; (5) the Borrowers shall have paid to paragraph the Administrative Agent and the Increase Loan Lenders such additional fees as may be agreed to be paid by the Borrowers in connection therewith; and (b6) belowthe Company shall be in compliance with the Collateral Coverage Ratio on a pro forma basis after giving effect to such Accordion Increase. (bc) Any additional bank or financial institution On the Increase Date, upon fulfillment of the conditions set forth in this Section 2.13, (i) with respect to any Revolving Commitment Increase, the Administrative Agent shall effect a settlement of all outstanding Revolving Loans among the Lenders that will reflect the Company selects adjustments to offer participation the Revolving Commitments of the Lenders as a result of the Revolving Commitment Increase, (ii) the Administrative Agent shall notify the Lenders and Credit Parties of the occurrence of the Accordion Increase to be effected on the Increase Date, (iii) Schedule 2.01 shall be deemed modified to reflect the revised and/or new Commitments of the affected Lenders and (iv) Notes will be issued, at the expense of the Borrowers, to any Lender participating in the increased CommitmentsAccordion Increase and requesting a Note. (d) The terms and provisions of (x) the Revolving Commitment Increase shall be identical to the Revolving Loans and the Revolving Commitments and, and that elects to become a party to for purposes of this Agreement and obtain a the other Credit Documents, all Revolving Loans made under the Revolving Commitment Increase shall be deemed to be Revolving Loans and (y) any Accordion Increase to the Delayed Draw Term Loan Facility (other than an Additional Term Loan Facility) shall be identical to the existing Delayed Draw Term Loans and the Delayed Draw Term Loan Commitments and, each loan made in connection with an Accordion Increase to the Delayed Draw Term Loan Facility (other than an Additional Term Loan Facility) shall constitute an increase to the applicable existing Delayed Draw Term Loan hereunder. Without limiting the generality of the foregoing, (i) With respect to any Revolving Commitment Increase, (A) the rate of interest applicable to the Revolving Commitment Increase shall be the same as the rate of interest applicable to the existing Revolving Loans, (B) unused line fees applicable to the Revolving Commitment Increase shall be calculated using the same Unused Line Fee Rates applicable to the existing Revolving Loans, (C) the Revolving Commitment Increase shall share ratably in any mandatory prepayments of the Revolving Loans, (D) after giving effect to such Revolving Commitment Increases, Revolving Commitments shall be reduced based on each Lender’s Pro Rata Percentage, and (E) the Revolving Commitment Increase shall rank pari passu in right of payment and security with the existing Revolving Loans. (ii) With respect to any increase to any existing Delayed Draw Term Loan, (A) the rate of interest applicable to such Accordion Increase shall be the same as the rate of interest applicable to such Delayed Draw Term Loan, (B) such Accordion Increase shall share ratably in any mandatory prepayments of the Delayed Draw Term Loan, (C) after giving effect to such Accordion Increase, the Delayed Draw Term Loan Commitments shall be reduced based on each Lender’s Pro Rata Percentage, and (D) such Accordion Increase shall rank pari passu in right of payment and security with such existing Delayed Draw Term Loan. (iii) With respect to any Additional Term Loan Facility, (A) the Company and each Increase Loan Lender providing an Additional Term Loan Facility shall execute a New Lender Supplement and deliver to the Administrative Agent an Additional Term Loan Facility Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the commitment of such Increase Loan Lender, (B) the Additional Term Loan Facility Agreement shall specify the pricing, maturity date and other terms of the Additional Term Loan Facility, (C) the final maturity date of the Additional Term Loan Facility shall be no earlier than the Latest Maturity Date for the then existing Delayed Draw Term Loans, (D) the weighted average life to maturity of the Additional Term Loan Facility shall be no shorter than the shortest remaining weighted average life to maturity of the then existing Delayed Draw Term Loans and any other existing Additional Term Loan Facility, (E) the Additional Term Loan Facility shall rank pari passu in right of payment and security with the existing Delayed Draw Term Loans, and (F) the other terms and documentation in respect of the Additional Term Loan Facility, to the extent not consistent with the Delayed Draw Term Loans, shall be as agreed between the Company and the Increase Loan Lenders providing the Additional Term Loan Facility (but in any case subject to the specific limitations and requirements set forth above) and the Administrative Agent. (iv) Each joinder agreement and any amendment to any Credit Document requested by the Administrative Agent in connection with the establishment of an Accordion Increase may, substantially without the consent of any of the Lenders, effect such amendments to this Agreement (each, an “Accordion Agreement”) and the other Credit Documents as may be reasonably necessary or appropriate, in the form opinion of Exhibit N (a "New Lender Supplement")the Administrative Agent and the Company, whereupon such bank or financial institution (a "New Lender") shall become ato effect the provisions of this Section 2.13.

Commitment Increases. (a) At any time and from time to time after the Closing DateEffective Date and during the Revolving Credit Period, provided that no Event of Default shall have occurred and be continuing, the Company may request an increase of the aggregate Commitments by notice subject to the Administrative Agent in writing of the amount (the "Offered Increase Amount") of such proposed increase (such notice, a "Commitment Increase Notice"), 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 prior written 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 and provided that no Default shall have occurred and is continuing, the Total Commitment Amount may be increased either by new Lenders establishing Commitments or to by one or more additional banks or financial institutions the opportunity to participate in all or then existing Lenders increasing their Commitments (each such in- crease by either means, 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"Commitment Increase", and each new Lender or each Lender increasing its Commitment, an "Additional Commitment Lender") provided that elects to no Commitment Increase shall become a party to this Agreement effective unless and obtain a Commitment shall execute a New Lender Supplement with until (i) the Company Borrower, the Agent and the Administrative Agent, Additional Commitment Lender shall have executed and delivered an agreement substantially in the form of Exhibit N H (a "New Lender Com- mitment Increase Supplement") with respect to such Commitment Increase, and (ii) if, after giving effect thereto, the aggregate amount of the Commitments would exceed $100,000,000, such Commitment Increase shall have been consented to in writing by each of the other Lenders. On the effective date of any such Commitment Increase (each an "Increase Effective Date"), whereupon the Additional Commitment Lender shall pay to each other Lender the purchase price, as determined in accordance with subsection (b) below, for an assignment of a portion of such bank or financial institution other Lender's advances outstanding at such time that, after giving effect to such assignments, the aggregate amount of Revolving Credit Loans of each Lender (including the Additional Commitment Lender) shall be proportional. Upon payment of such purchase price, each other Lender shall be deemed to have sold and made such an assignment to such Additional Commitment Lender, and such Additional Commitment Lender shall be deemed to have purchased and assumed such an assignment from each other Lender, on the terms set forth in subsection (b) below. Upon the effectiveness of any Commitment Increase, the Borrower shall issue a Note to the Additional Commitment Lender (against surrender of its existing Note in the case of an existing Lender), and to the existing Lenders if necessary, in the amount of such Additional Commitment Lender's Commitment after giving effect to such Commitment Increase. The Agent is hereby directed to amend Exhibit B hereto on each Increase Effective Date to reflect the Total Commitment Amount and the Commitment of each Lender as of such Increase Effective Date. As of the Increase Effective Date, each Additional Commitment Lender shall be a "New Lender" hereunder, and shall have all of the rights and obligations of a Lender hereunder. (b) Each assignment of Revolving Credit Loans by any Lender (an "Assigning Lender") to an Additional Commitment Lender pursuant to subsection (a) of this Agreement shall become be made on the following terms: (i) The purchase price for the assignment shall be equal to the aggregate principal amount of the Revolving Credit Loans assigned plus the amount of accrued and unpaid interest thereon on the date of the assignment. The purchase price shall be payable, not later than 12:00 noon (New York City time) on the effective date of the applicable Commitment In- crease, in U.S. Dollars in funds immediately available to the Assigning Lender at such office of the Assigning Lender (or a commercial bank designated by it) located in the United States as the Assigning Lender shall specify to the Assignee. (ii) The assignment shall consist of an equal percentage of all Revolving Credit Loans of the Assigning Lender outstanding and shall include all of the Assigning Lender's rights under this Agreement in respect of the portion of the Revolving Credit Loans of the Assigning Lender as- signed, including accrued interest thereon. (iii) The assignment shall be without recourse to the Assigning Lender. The Assigning Lender shall not be deemed to have made any representation or warranty or to have assumed any responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Agreement or any other instrument or document furnished pursuant thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Agreement or any other instrument or document furnished pursuant thereto, other than as set forth in clause (iv) below, or (b) the financial condition of the Borrower or any of its Subsidiaries, or the performance or observance by the Borrower or any of its Subsidiaries of any of their respective obligations under the Agreement or any other instrument or document furnished pursuant thereto. (iv) The Assigning Lender shall, at the time of the as- signment, be deemed to have represented and warranted that (a) it has full power, authority and legal right to make the assignment and (b) it is the legal and beneficial owner of the rights assigned and such rights are free and clear of any lien or adverse claim, including any participation. (v) The Additional Commitment Lender which is the assignee of the Assigning Lender's interest shall, at the time of the assignment, be deemed to have (a) represented and warranted that it has full power, authority and legal right to purchase and assume the Assignment; (b) confirmed that it has received a copy of this Agreement, together with copies of the most recent financial statements and reports delivered pursuant to Section 7.1 (a), (b) and (c) of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase and assume the assignment; and (c) agreed that it will, independently and without reliance upon the Assigning Lender, the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement. (c) The Agent shall not require payment of a fee in connection with any Commitment Increase.

Commitment Increases. (a) At any time and from time to time after the Closing Date, provided that no Event of Default shall have occurred and the Credit Limit may be continuing, the Company may request increased either by an increase of the aggregate Commitments Additional Lender establishing a Maximum Commitment or by notice to the Administrative Agent in writing of the amount one or more then existing Lender (the "Offered Increase AmountLender") of increasing its Maximum Commitment (each such proposed increase (such noticeby either means, a "Commitment Increase NoticeIncrease"), ) provided that no Commitment Increase shall become effective unless and until (i) the first such increase shall be in an amount equal to at least $93,750,000 Company, the Credit Agent and the second Additional Lender or the Increase Lender shall have executed and delivered an amendment to this Agreement with respect to such increase Commitment Increase, and (ii) if, after giving effect thereto, the Credit Limit would exceed $200,000,000, such Commitment Increase shall be have been consented to by each of the other Lenders. Prior to the effective date ("Effective Date") of any Commitment Increase, the Company shall issue a promissory note to the Additional Lender, or to an Increase Lender, against surrender of its existing Note, in an amount equal to $187,500,000 less the amount of the first such increase. Any Lender's Maximum Commitment after giving effect to such Commitment Increase Notice must offer each Lender Increase. Such new promissory note or notes shall constitute a "Note" or "Notes" for the opportunity to subscribe for its pro rata share purposes 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) belowLoan Documents. (b) Any additional bank On the Effective Date of such Commitment Increase, the Credit Agent shall recompute the Percentage Share for each Lender based on the new Credit Limit which results from the Commitment Increase, and within two (2) Business Days, the Credit Agent shall request Advances from or financial institution shall direct prepayments to each Lender so that the Company selects total amount of all then outstanding Advances are shared pro rata with each Lender, pursuant 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 aSection 2.1 hereof.

Commitment Increases. (a) At any The Borrowers may from time after the Closing Dateto time (and more than one 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 the Borrowers and one or more financial institutions (any such financial institution referred to in this Section being called an “Augmenting Lender”), which may include any Lender, cause new Commitments to be extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to be increased, as the case may be (the "Offered Increase Amount") aggregate amount of such proposed increase (such notice, for all Augmenting Lenders on any single occasion being referred to as a "“Commitment Increase 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 shall be not less than $10,000,000, except to the extent necessary to utilize the remaining unused amount of increase permitted under this Section 2.23(a) and (ii) the Aggregate Commitment shall not exceed $1,300,000,000 after giving effect to the effectiveness of any Commitment Increase. The decision of any Lender to become an Augmenting Lender shall be at the opportunity sole discretion of such Lender. Each Augmenting Lender shall be subject to subscribe for its pro rata share the approval 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 and each Issuing Bank (which consent approval shall not be unreasonably withheldwithheld or delayed) and shall not be subject to the approval of any other Lenders, and the Company and each Augmenting Lender shall execute all such documentation as the Agent shall reasonably specify to evidence the Commitment of such Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of any Commitment Increase together with the notice of such Commitment Increase being referred to collectively as the “Commitment Increase Amendment” in respect of such Commitment Increase). (b) Upon each Commitment Increase pursuant to this Section, offer (i) each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Augmenting Lender providing a portion of such Commitment Increase, and each such Augmenting Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to such Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Lender (including each such Augmenting Lender) will (subject to Section 2.22) equal such Lender’s Pro Rata Share and (ii) if, on the date of such Commitment Increase, there are any existing Lender or Revolving Loans outstanding, the parties hereto shall, at the request of the Agent, take actions agreed upon by the Agent and the Company that will result, within a period acceptable to one or more additional banks or financial institutions the opportunity Agent and the Company, in the outstanding Revolving Loans being held by the Lenders ratably in accordance with their Commitments. In determining the actions to participate in be taken (which may include the prepayment and reborrowing of all or a portion of such unsubscribed portion Revolving Loans and/or the making of Revolving Loans on a non-pro-rata basis by Augmenting Lenders for the increased Commitments balance of Interest Periods in progress and at rates reflecting the Eurodollar Base Rate at the time for loans of such duration), the Agent and the Lenders will endeavor to minimize breakage costs for which the Borrowers must compensate the Lenders to the extent practicable without undue complexity or administrative burdens on the Agent or the Lenders. The Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to paragraph (b) belowthe immediately preceding sentence. (bc) Any additional bank Commitment Increases and new Commitments created pursuant to this Section 2.23 shall become effective on the date specified in the notice delivered by the Company pursuant to the first sentence of paragraph (a) above or financial institution on such other date as agreed upon by the Company, the Agent and 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 unless (i) on the date of such increase, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to the date of such Commitment Increase and (B) all references to the “Restatement Effective Date” in Sections 5.5, 5.7 and 5.12(ii) shall be deemed to refer to the date of such Commitment Increase) shall be satisfied as of such date (as though the effectiveness of such increase were a Credit Extension) and the Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Company, and (ii) the actions referred to in paragraph (b)(ii) of this Section 2.23 shall have been agreed upon by the Agent and the Company (provided, however, that the Company selects prepayment and reborrowing on the date of such Commitment Increase of all Revolving Loans then outstanding shall be deemed to offer participation satisfy the condition specified 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 clause (a "New Lender Supplement"ii), whereupon such bank or financial institution (a "New Lender") shall become a).

Commitment Increases. (a) At The Borrower shall have the right, at any time and from time to time after the Closing Effective Date, to increase the Commitments and the Alternate Currency Sublimit by a proportionate amount pursuant to this Section 2.05 subject to the restrictions of subsection 2.05(d) below (any such increase (including the proportionate increase in the Alternate Currency Sublimit), a “Commitment Increase”); provided that (i) no Default or Event of Default shall have has occurred and is continuing on the date of the Commitment Increase or shall result from the proposed Commitment Increase and (ii) the representations and warranties contained in Section 5.01 shall be continuingtrue and correct in all material respects on and as of the date of the Commitment Increase as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date). In the Company may request an event that the Borrower wishes to increase of the aggregate Commitments by notice to at any time, the Administrative Borrower shall notify the Agent in writing of the amount (the "“Offered Increase Amount"”) of such proposed increase (such notice, a "“Commitment Increase Notice"”); provided, provided that the first aggregate amount of any such initial increase in the Commitment shall be at least $500,000,000, and, any subsequent increases in the Commitments shall be in increments of at least $100,000,000 thereafter. The Borrower shall (x) first, offer the existing Lenders the opportunity to participate in such increase of their Commitments among such existing Lenders to provide the Offered Increase Amount pursuant to subsection 2.05(c), and each Lender shall, within 5 days after receipt of such notice (or such other period as may be specified by the Agent and the Borrower), notify the Agent whether it agrees to increase its Commitment and, if so, whether by an amount equal to at least $93,750,000 and the second such increase shall be in an amount equal to $187,500,000 to, greater than, or less the amount of the first such increase. Any such Commitment Increase Notice must offer each Lender the opportunity to subscribe for than its pro rata share amount of such requested increase (and any Lender not responding within such time period shall be deemed to have declined to increase its Commitment) and (y) second, to the increased Commitments. If any portion of the increased Commitments is extent that Commitment increases are not subscribed for agreed to by existing Lenders under clause (x) (as accepted and allocated by the Lenders, Agent and the Company may, with the consent of the Administrative Agent Borrower as to any Person that is not at such time a Lender (which consent they shall not be unreasonably withheldagree), offer to any existing Lender or to one or more additional banks or banks, financial institutions or other entities (approved by the Agent, such approval not to be unreasonably withheld) the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments Offered Increase Amount pursuant to paragraph (b) belowsubsection 2.05(b). 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 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 elects to become a party to this Agreement and obtain a Commitment Increase and which agrees to provide a commitment in an amount so offered and accepted by it pursuant to subsection 2.05(a)(y) shall execute a New an Additional Lender Supplement (in substantially the form specified by the Agent, each an “Additional Lender Supplement”) with the Company Borrower and the Administrative Agent, substantially in the form of Exhibit N (a "New Lender Supplement"), whereupon such bank or bank, financial institution or other entity (a "New herein called an “Additional 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 Commitment of such Additional Lender, provided that the Commitment of any such Additional Lender shall be in an amount not less than $50,000,000 or such smaller amount as the Borrower and Agent may otherwise agree. (c) Any existing Lender which accepts an offer to increase its Commitment pursuant to subsection 2.05(a)(x) or (y) shall, in each case, execute a Commitment Increase Supplement (in substantially the form specified by the Agent, each a “Commitment Increase Supplement”) with the Borrower and the Agent 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) Notwithstanding anything to the contrary in this Section 2.05, (i) in no event shall any Commitment Increase or transaction effected pursuant to this Section 2.05 cause the aggregate Commitments hereunder to exceed $5,000,000,000 and (ii) no existing Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (e) Upon the effectiveness of a Commitment Increase, at the end of the then current Interest Period for each group of Advances as may then be outstanding, the Agent shall allocate among the Lenders (in such multiples as the Agent may deem appropriate) such amount of Advances and as may be then outstanding as are necessary so that, after giving effect to such allocations and any Borrowings on such date of all or any portion of the relevant increase of the Commitment, the principal balance of all outstanding Advances owing to a Lender is equivalent to each such Lender’s Applicable Percentage (after giving effect to any nonratable increase in the Commitment resulting from the exercise of an increase pursuant to this Section 2.05) of the then Revolving Credit Exposure. If the Commitments are increased in accordance with this Section 2.05, the Agent and the Borrower shall determine the effective date and final allocation of such increase and shall notify the Lenders thereof. No further amendment or other document (other than the Commitment Increase Supplements referred to above) shall be required for such increase to be effective.

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 Borrower wishes to increase of the aggregate Commitments by notice to 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 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 (herein called a “New Lender”) which, with the Company selects to offer participation in consent of the increased CommitmentsBorrower and the 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 Borrower and the 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. CREDIT AGREEMENT (c) Any Lender which (i) accepts a Commitment Increase Offer pursuant to subsection 2.23(a) or (ii) with the consent of the Borrower, 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 Borrower and the 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 2.23(b) or upon which a Lender") shall become a’s Commitment is increased pursuant to subsection 2.23

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 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 all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below.banks (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 LenderBank") 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 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 Eurodollar Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurodollar 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. (iii) 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 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 Eurodollar Loans so that, after giving effect thereto, the ABR Loans and Eurodollar 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 $2,500,000,000, (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 the Closing Date, provided that So long as no Event of Default shall have has occurred and be is continuing, the Company Borrower may request an increase from time to time after the Effective Date, that the aggregate amount of the aggregate Commitments be increased (each a “Commitment Increase”) by notice delivering a Notice of Commitment Increase; provided, however, that: (i) no Lender’s Commitment may ever be increased without its prior written consent; (ii) any Notice of Commitment Increase must be given no later than three (3) Business Days prior to the Revolving Commitment Termination Date; (iii) the effective date of any Commitment Increase (the “Commitment Increase Effective Date”) shall be no earlier than three (3) Business Days after receipt by the Administrative Agent in writing of such Notice of Commitment Increase; (iv) the amount (the "Offered Increase Amount") of such proposed increase (such notice, a "any Commitment Increase Notice"), provided that the first such increase shall must be in an amount equal to at least $93,750,000 and 10,000,000 or such lesser amount as the second such increase shall be Administrative Agent may agree to in an amount equal its sole discretion; and (v) after giving effect to $187,500,000 less any requested Commitment Increase, the aggregate 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) belowexceed $2,500,000,000. (b) Any additional bank or financial institution that On each Commitment Increase Effective Date, so long as no Event of Default has occurred and is continuing, each Commitment Increase shall become effective on its Commitment Increase Effective Date and upon such effectiveness: (i) the Company selects to offer participation Administrative Agent shall record in the increased CommitmentsRegister each CI Lender’s information, if necessary, as provided in the Notice of Commitment Increase and pursuant to an Administrative Questionnaire that elects shall be completed and delivered by each CI Lender to become the Administrative Agent on or before the Commitment Increase Effective Date; (ii) the Administrative Agent shall distribute to each Lender (including each CI Lender) a party copy of the Annex I attached to the Notice of Commitment Increase relating to such Commitment Increase; (iii) each CI Lender identified on the Notice of Commitment Increase for such Commitment Increase shall be a “Lender” for all purposes under this Agreement; (iv) to the extent there are Revolving Loans outstanding as of such date: (A) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Lender’s New Funds Amount for the applicable Commitment Increase Effective Date, which amount, for each such CI Lender, shall constitute Revolving Loans made by such CI Lender to the Borrower pursuant to this Agreement and obtain on such Commitment Increase Effective Date; and (B) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount for such Commitment Increase Effective Date, which amount, for each such Reducing Percentage Lender, shall constitute a Commitment shall execute a New Lender Supplement prepayment by the Borrower pursuant to Section 2.07, ratably in accordance with the Company respective principal amounts thereof, of the principal amounts of all then outstanding Revolving Loans of such Reducing Percentage Lender; and (v) To the extent there is any Letter of Credit outstanding as of such Commitment Increase Effective Date, each CI Lender shall be deemed to have acquired, and each Reducing Percentage Lender shall be deemed to have transferred, such portions of the Administrative Agent, substantially existing participations in such Letter of Credit as shall cause the form participations therein of Exhibit N all Lenders to be pro rata in accordance with the Applicable Percentages of all Lenders on such Commitment Increase Effective Date (a "New Lender Supplement"after giving effect to the Commitment Increases of all Lenders), whereupon such bank or financial institution (a "New Lender") shall become a.

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) on a pro forma basis after giving effect to (x) such increase to the Commitments (assuming such incremental Commitments are fully drawn) and (y) any permanent repayment of Debt after the last day of the most recently ended fiscal quarter for which the Company’s annual or quarterly Financial Statements have been most recently required to have been delivered pursuant to Section 6.01 (assuming, for such purpose, that (A) such increase to the Commitments (and the full drawing thereof) and any such permanent repayment of Debt occurred on the first day of the four fiscal quarter period for which the Company’s annual or quarterly Financial Statements have been most recently required to have been delivered pursuant to Section 6.01 and (B) such incremental Commitments had been borrowed as Eurodollar Loans with successive one-month Interest Periods during the four fiscal quarter period for which the Company’s annual or quarterly Financial Statements have been most recently required to have been delivered pursuant to Section 6.01), the Coverage Ratio shall not be less than 1.25 to 1.0 and (iv) 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 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 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 $1,000,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the 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 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 $4,000,000,000, (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 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 $3,000,000,000, (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 In the event that the Borrowers wish 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 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")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 Borrowers 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 Committed 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, each Borrower shall make prepayments of any such ABR Loans borrowed by such Borrower 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 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 Borrowers elect 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 subsection 2.10, (i) in no event shall any transaction effected pursuant to this subsection 2.10 cause the aggregate amount of the total Commitments to exceed $550,000,000 and (ii) no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (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) certified copies of resolutions of the Borrowers authorizing the Offered Increase Amount. (g) The Administrative Agent will notify all Lenders of each increase in Commitments pursuant to this subsection.

Commitment Increases. (a) At any time after the Closing Date, provided that So long as no Default or Event of Default shall have has occurred and be is continuing, the Company Borrower may request an increase from time to time, that the aggregate amount of the aggregate Lenders’ Commitments be increased (each a “Commitment Increase”) by notice delivering a Notice of Commitment Increase; provided, however, that: (i) no Lender’s Commitment may ever be increased without its prior written consent; (ii) any Notice of Commitment Increase must be given no later than three (3) Business Days prior to the Revolving Commitment Termination Date; (iii) the effective date of any Commitment Increase (the “Commitment Increase Effective Date”) shall be no earlier than three (3) Business Days after receipt by the Administrative Agent in writing of such Notice of Commitment Increase; (iv) the amount (the "Offered Increase Amount") of such proposed increase (such notice, a "any Commitment Increase Notice"), provided that the first such increase shall must be in an amount equal to at least $93,750,000 and 10,000,000; and (v) after giving effect to any requested Commitment Increase, the second such increase shall be in an amount equal to $187,500,000 less the aggregate 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) belowexceed $450,000,000. (b) Any additional bank On each Commitment Increase Effective Date, so long as no Default or financial institution that Event of Default has occurred and is continuing, each of the Company selects to offer participation conditions set forth in Section 7.02 are satisfied as of such Commitment Increase Effective Date and no Material Adverse Change shall exist as of such date, each Commitment Increase shall become effective on its Commitment Increase Effective Date and upon such effectiveness: (i) the Administrative Agent shall record in the increased CommitmentsRegister each CI Lender’s information, if necessary, as provided in the Notice of Commitment Increase and pursuant to an Administrative Questionnaire that elects shall be completed and delivered by each CI Lender to become the Administrative Agent on or before the Commitment Increase Effective Date; (ii) the Administrative Agent shall distribute to each Lender (including each CI Lender) a party copy of the Annex I attached to the Notice of Commitment Increase relating to such Commitment Increase; (iii) each CI Lender identified on the Notice of Commitment Increase for such Commitment Increase shall be a “Lender” for all purposes under this Agreement; (iv) to the extent there are Revolving Loans outstanding as of such date: (A) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Lender’s New Funds Amount for the applicable Commitment Increase Effective Date, which amount, for each such CI Lender, shall constitute Revolving Loans made by such CI Lender to the Borrower pursuant to this Agreement and obtain on such Commitment Increase Effective Date; and (B) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount for such Commitment Increase Effective Date, which amount, for each such Reducing Percentage Lender, shall constitute a Commitment shall execute a New Lender Supplement prepayment by the Borrower pursuant to Section 2.07, ratably in accordance with the Company respective principal amounts thereof, of the principal amounts of all then outstanding Revolving Loans of such Reducing Percentage Lender; and (v) To the extent there is any Letter of Credit outstanding as of such Commitment Increase Effective Date, each CI Lender shall be deemed to have acquired, and each Reducing Percentage Lender shall be deemed to have transferred, such portions of the Administrative Agent, substantially existing participations in such Letter of Credit as shall cause the form participations therein of Exhibit N all Lenders to be pro rata in accordance with the Applicable Percentages of all Lenders on such Commitment Increase Effective Date (a "New Lender Supplement"after giving effect to the Commitment Increases of all Lenders), 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 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 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 LenderBank") 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 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 Eurodollar Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurodollar 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. (iii) 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 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 Eurodollar Loans so that, after giving effect thereto, the ABR Loans and Eurodollar 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 $3,000,000,000, (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 The Borrowers may from time after the Closing Dateto time (and more than one 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 the Borrowers and one or more financial institutions (any such financial institution referred to in this Section being called an “Augmenting Lender”), which may include any Lender, cause new Commitments to be extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to be increased, as the case may be (the "Offered Increase Amount") aggregate amount of such proposed increase (such notice, for all Augmenting Lenders on any single occasion being referred to as a "“Commitment Increase 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 shall be not less than $10,000,000, except to the extent necessary to utilize the remaining unused amount of increase permitted under this Section 2.22(a) and (ii) the Aggregate Commitment shall not exceed $1,550,000,000 after giving effect to the effectiveness of any Commitment Increase. The decision of any Lender to become an Augmenting Lender shall be at the opportunity sole discretion of such Lender. Each Augmenting Lender (other than an existing Lender) shall be subject 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 approval of the Administrative Agent as to any Person that is not at such time a Agent, the Swingline Lender and each Issuing Bank (which consent approval shall not be unreasonably withheld, conditioned or delayed) and shall not be subject to the approval of any other Lenders, and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence the Commitment of such Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of any Commitment Increase together with the notice of such Commitment Increase being referred to collectively as the “Commitment Increase Amendment” in respect of such Commitment Increase). (b) Upon each Commitment Increase pursuant to this Section, offer (i) each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Augmenting Lender providing a portion of such Commitment Increase, and each such Augmenting Lender will automatically and without further act be deemed to have assumed, a portion of such L▇▇▇▇▇’s participations hereunder in outstanding Letters of Credit such that, after giving effect to such Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Lender (including each such Augmenting Lender) will (subject to Section 2.21) equal such Lender’s Pro Rata Share and (ii) if, on the date of such Commitment Increase, there are any existing Lender or Revolving Loans outstanding, the parties hereto shall, at the request of the Administrative Agent, take actions agreed upon by the Administrative Agent and the Company that will result, within a period acceptable to one or more additional banks or financial institutions the opportunity Administrative Agent and the Company, in the outstanding Revolving Loans being held by the Lenders ratably in accordance with their Pro Rata Shares. In determining the actions to participate in be taken (which may include the prepayment and reborrowing of all or a portion of such unsubscribed portion Revolving Loans and/or the making of Revolving Loans on a non-pro-rata basis by Augmenting Lenders for the increased Commitments balance of Interest Periods in progress and at rates reflecting the Term SOFR at the time for loans of such duration), the Administrative Agent and the Lenders will endeavor to minimize breakage costs for which the Borrowers must compensate the Lenders to the extent practicable without undue complexity or administrative burdens on the Administrative Agent or the Lenders. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to paragraph (b) belowthe immediately preceding sentence. (bc) Any additional bank Commitment Increases and new Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrowers pursuant to the first sentence of paragraph (a) above or financial institution on such other date as agreed upon by the Borrowers, the Administrative Agent and 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 unless (i) on the date of such increase, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to the “Credit Extension Date” therein shall be deemed to refer to the date of such Commitment Increase, (B) all references to a “Credit Extension” therein shall be deemed to refer to such Commitment Increase and (C) all references to the “Restatement Effective Date” in (x) Section 4.2(b) as it relates to Sections 5.5, 5.7 and 5.11 and (y) Sections 5.5, 5.7 and 5.11 shall be deemed to refer to the date of such Commitment Increase for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Company, and (ii) the actions referred to in paragraph (b)(ii) of this Section 2.22 shall have been agreed upon by the Administrative Agent and the Company (provided, however, that the Company selects prepayment and reborrowing on the date of such Commitment Increase of all Revolving Loans then outstanding shall be deemed to offer participation satisfy the condition specified in this clause (ii)). In connection with any Commitment Increase under this Section 2.22, the Borrower Sublimit for each Borrower will be increased Commitments, and that elects to become a party to this Agreement and obtain a Commitment shall execute a New Lender Supplement with in such manner as may be agreed by the Company and the Augmenting Lenders and the Administrative Agent and the Borrowers may, without the consent of any Lender, effect such other amendments to this Agreement as may be necessary or appropriate, in the opinion of the Administrative Agent, substantially in to give effect to the form provisions of Exhibit N (a "New Lender Supplement"), whereupon such bank or financial institution (a "New Lender") shall become athis Section 2.22.

Commitment Increases. (a) At any Notwithstanding anything to the contrary contained in this Agreement, the Borrower may request from time after to time that the Closing Date, Commitments be increased in accordance with this Section 2.23; provided that no Event the aggregate amount of Default all such increases shall have occurred and be continuing, the Company not exceed $500,000,000. The Borrower may (I) request an increase one or more of the aggregate Commitments by notice Lenders to increase the amount of its Commitment (which request shall be in writing and sent to the Administrative Agent to forward to such Lender or Lenders and shall specify the time period within which such Lender or Lenders are requested to respond (which shall in writing no event be less than ten Business Days from the date of the amount (the "Offered Increase Amount") delivery of such proposed increase (notice to such notice, a "Commitment Increase Notice"Lender or Lenders), ; provided that the first Borrower shall notify the Administrative Agent and each Issuing Lender of any 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, and/or (II) with the consent of the Administrative Agent as to any Person that is not at such time a and each Issuing Lender (which consent consents of the Administrative Agent and each Issuing Lender shall not be unreasonably withheldwithheld or delayed), offer to any existing Lender or to arrange for one or more additional banks or financial institutions not a party hereto (a “New Lender”) to become parties to and Lenders under this Agreement. In no event may any Lender’s Commitment be increased without the opportunity to participate in all or a portion prior written consent of such unsubscribed portion Lender. The failure of any Lender to respond to the Borrower’s request for an increase within the specified time period shall be deemed a rejection by such Lender of the Borrower’s request. The Total Commitment may not be increased Commitments pursuant if, at the time of any proposed increase hereunder, a Default or Event of Default has occurred and is continuing. Upon any request by the Borrower to paragraph (b) belowincrease the Total Commitment, the Borrower shall be deemed to have represented and warranted on and as of the date of such request that no Default or Event of Default has occurred and is continuing. (b) Any additional bank or financial institution If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (such a Lender hereinafter referred to as an “Increasing Lender”), it shall enter into a written agreement to 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 effect with the Company Borrower and the Administrative Agent, substantially in the form of Exhibit N G (a "“Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 2.01 shall, without further action, be deemed to have been amended appropriately to reflect the increased Commitment. Any New Lender which is willing to become a party hereto and a Lender hereunder (and which arrangement to become a party hereto and a Lender hereunder has been consented to by the Administrative Agent and each Issuing Lender pursuant to Section 2.23(a)) shall enter into a written agreement with the Borrower and the Administrative Agent, substantially in the form of Exhibit H (a “New Lender Supplement"”), whereupon which agreement shall specify, among other things, its Commitment hereunder. When such bank or financial institution (New Lender becomes a "Lender hereunder as set forth in the New Lender Supplement, Schedule 2.01 shall, without further action, be deemed to have been amended as appropriate to reflect the Commitment of such New Lender") . Upon the execution by the Administrative Agent, the Borrower and such New Lender of such New Lender Supplement, such New Lender shall become aand be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its New Lender Supplement. (c) In no event shall an increase in a Lender’s Commitment or the Commitment of a New Lender become effective until the Administrative Agent shall have received favorable written opinions of counsel for the Borrower, addressed to the Lenders, 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. In no event shall an increase in a Lender’s Commitment or the Commitment of a New Lender which results in the Total Commitment exceeding the amount which is authorized at such time in resolutions previously delivered to the Administrative Agent become effective until the Administrative Agent shall have received a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors of the Borrower authorizing the borrowings contemplated pursuant to such increase, certified by the Secretary or an Assistant Secretary of the Borrower. Upon the effectiveness of the increase in a Lender’s Commitment or the Commitment of a New Lender pursuant to the preceding sentence and execution by an Increasing Lender of a Commitment Increase Supplement or by a New Lender of a New Lender Supplement, the Borrower shall make such borrowings from such Increasing Lender or New Lender, and/or shall make such prepayment of outstanding Revolving Loans, as shall be required to cause the aggregate outstanding principal amount of Revolving Loans owing to each Lender (including each such Increasing Lender and New Lender) to be proportional to such Lender’s Revolving Percentage after giving effect to any increase of the Total Commitment. Any such prepayments of Eurodollar Loans shall be subject to Section 2.17. Any such borrowings, if based on the Eurodollar Rate, shall have amounts allocated to Interest Periods that end on dates that coincide with the end of Interest Periods then applicable to outstanding Eurodollar Loans (notwithstanding the definition of “Interest Period”) so as to cause the amount of Eurodollar Loans to be continued or converted pursuant to Section 2.13 on the last day of each such Interest Period to be pro rata for all Lenders.

Commitment Increases. (a) At Mondelēz International may from time to time (but not more than three times in any time after the Closing Datecalendar year), provided that no Event of Default shall have occurred and be continuing, the 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 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 Mondelēz International pursuant to the first sentence of paragraph (a) above or on such other date as shall be agreed upon by Mondelēz International, the Administrative Agent and that elects to the applicable Augmenting Lenders. (d) Notwithstanding the foregoing, no Commitment Increase or addition of an Augmenting Lender shall become effective under this Section 2.18 unless on the date of such Commitment Increase, the conditions set forth in Section 3.03 shall be satisfied as of such date (as though the effectiveness of such Commitment 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 Mondelēz International to that effect dated such bank or financial institution (a "New Lender") shall become adate.

Commitment Increases. (a) At The Seller may, at any time after but in any event not more than twice prior to the Closing Termination 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, request that the Total Commitments, be increased by an amount of $25,000,000 or an integral multiple thereof (each a "Commitment Increase") to be effective as of a date that is at least 90 days prior to the scheduled Termination Date then in effect (the "Increase Date") as specified in the related notice to the Agent; provided, however that (i) in no event shall the Total Commitments at any time exceed $200,000,000 and (ii) on the date of any request by the Seller for a Commitment Increase and on the related Increase Date the applicable conditions set forth in Section 3.02 shall be satisfied. (b) The Agent shall promptly notify the Purchasers of a request by the Seller for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Purchasers wishing to participate in writing the Commitment Increase must commit to an increase in the amount of their respective Commitments (the "Commitment Date"), which Commitment Date shall be no less than five Business Days from the date on which such notice is given. Each Purchaser that is willing to participate in such requested Commitment Increase (each an "Increasing Purchaser") 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 "Offered Increase Amount") Purchasers notify the Agent that they are willing to increase the amount of such proposed increase (such noticetheir respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, a "the requested Commitment Increase Notice")shall be allocated among the Purchasers willing to participate therein in such amounts as are agreed between the Seller and the Agent. (c) Promptly following each Commitment Date, provided the Agent shall notify the Seller as to the amount, if any, by which the Purchasers are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Purchasers are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Seller 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 Purchasers as of the applicable Commitment Date; provided, however, that the first Commitment of each such increase Eligible Assignee shall be in an amount equal of $5,000,000 or more. (d) On each Increase Date, each Eligible Assignee that accepts an offer to at least $93,750,000 participate in a requested Commitment Increase in accordance with Section 2.04(c) (each such Eligible Assignee, an "Assuming Purchaser") shall become a Purchaser party to this Agreement as of such Increase Date and the second Commitment of each Increasing Purchaser for such increase requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Purchaser pursuant to the last sentence of Section 2.04(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: (i) (A) certified copies of resolutions of the Seller approving the Commitment Increase and (B) an opinion of counsel for the Seller (which may be in-house counsel), in form and substance reasonably satisfactory to the Agent; (ii) an assumption agreement from each Assuming Purchaser, if any, in form and substance reasonably satisfactory to the Seller and the Agent (each an "Assumption Agreement"), duly executed by such Eligible Assignee, the Agent and the Seller; and (iii) confirmation from each Increasing Purchaser of the increase in the amount of its Commitment in a writing satisfactory to the Seller and the Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.04(d), the Agent shall notify the Purchasers (including, without limitation, each Assuming Purchaser) and the Seller, on or before 12:00 Noon (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Purchaser and each Assuming Purchaser on such date. Each Increasing Purchaser and each Assuming Purchaser shall, before 2:00 P.M. (New York City time) on the Increase Date, make Purchases 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 Purchaser’s ratable 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) belowCommitment Increase. (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 The Borrower and any one or more Lenders (including New Lenders) may from time after to time agree that such Lenders shall make, obtain or increase the Closing Dateamount of their Commitments, provided that no Event of Default shall have occurred as applicable, by executing and be continuing, the Company may request an increase of the aggregate Commitments by notice delivering to the Administrative Agent an Increased Facility Activation Notice substantially in writing the form of Exhibit G-1 specifying (i) the amount of such increase, and (ii) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Lenders, the aggregate amount of incremental Commitments obtained after the Closing Date pursuant to this paragraph shall not exceed $250,000,000 and (ii) without the "Offered Increase Amount") consent of such proposed the Administrative Agent, each increase (such notice, a "Commitment Increase Notice"), provided that the first such increase effected pursuant to this paragraph shall be in an a minimum amount equal to of at least $93,750,000 25,000,000. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. The Administrative Agent shall have received (i) a certificate, dated as such Increased Facility Closing Date and signed by the President, Chief Executive Officer, or a Financial Officer of the Borrower, stating that (a) the representations and warranties contained in Article IV hereof are true and correct on and as of such Increased Facility Closing Date, and (b) as of such Increased Facility Closing Date, no Default has occurred and is continuing, (ii) if reasonably requested by the Administrative Agent, duly executed resolutions of the Borrower authorizing the request for and the second incurrence of such increase in the Commitments (to the extent not already authorized in a prior resolution which authorization remains in full force and effect) and (iii) if reasonably requested by the Administrative Agent, an opinion of counsel to the Borrower, dated as of the Increased Facility Closing Date, substantially in the form of the opinion delivered by the Borrower on the Closing Date. (b) Any existing Lender increasing their Commitments shall execute an Increasing Lender Supplement (each, an “Increasing Lender Supplement”), substantially in the form of Exhibit G-2, whereupon such Lender’s Commitments shall be in an amount equal to $187,500,000 less increased by 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 specified therein and any portion of the increased Commitments is not subscribed for by the Lendersadditional bank, the Company mayfinancial institution or other entity which, with the consent of the Borrower, the Issuing Banks 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 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 “Lender” under this Agreement and obtain a Commitment in connection with any transaction described in Section 2.18(a) shall execute a New Lender Supplement with the Company and the Administrative Agent(each, a “New Lender Supplement”), substantially in the form of Exhibit N (a "New Lender Supplement")G-2, whereupon such bank or bank, financial institution or other entity (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) Unless otherwise agreed by the Administrative Agent, on each Increased Facility Closing Date the Borrower shall prepay all then outstanding Loans made to it, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.12 or Section 2.13 in connection therewith, and, to the extent it determines to do so, reborrow Loans from all the Lenders (after giving effect to the new and/or increased Commitments becoming effective on such date). Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrower and the respective Lenders. (d) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility Closing Date, this Agreement (and the Schedules and Exhibits hereto) shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the increased Commitments evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto.

Commitment Increases. (a) At The Borrower may at any time after the Closing Dateand from time to time, provided that no Event of Default shall have occurred and be continuing, the 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 the Banks) executed by a Responsible Officer of the Borrower and one or more financial institutions (any such financial institution referred to in this Section being called an “Increasing Bank”), which may include any Bank, cause the Commitments of the Increasing Banks to be increased (or cause the Increasing Banks to extend new Commitments) (each such increase and/or new Commitment, a “Commitment Increase”) in an amount for each Increasing Bank (the "Offered Increase Amount"which shall not be less than $10,000,000) of such proposed increase (set forth in such notice, a "provided that (i) no Bank shall have any obligation to increase its Commitment pursuant to this paragraph, (ii) the sum of the cumulative aggregate amount of all the Commitment Increases established under this Section 2.17(a), the cumulative aggregate original amount of all the Incremental Term Commitments established pursuant to the Fixed Incremental Amount under Section 2.17(b), and the aggregate original amount of all Incremental Equivalent Debt incurred pursuant to the Fixed Incremental Amount under Section 7.09(vii) shall not, on the date of effectiveness of any Commitment Increase Notice"under this Section 2.17(a), provided that exceed the first Fixed Incremental Amount in effect on such increase date, (iii) each Increasing Bank, if not already a Bank hereunder, shall be in an amount equal subject 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 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)) and (iv) each Increasing Bank, offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or if not already 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 CommitmentsBank hereunder, and that elects to shall become a party to this Agreement by completing and obtain delivering to the Administrative Agent a Commitment shall execute duly executed accession agreement in a New Lender Supplement with form reasonably satisfactory to the Company Administrative Agent and the Administrative Agent, substantially Borrower (an “Accession Agreement”). New Commitments and increases in Commitments shall become effective on the date specified in the form of Exhibit N (a "New Lender Supplement"), whereupon such bank or financial institution (a "New Lender") shall become aapplicable notices delivered pursuant to this Section 2.

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 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 5,000,000 and shall not exceed, in the amount aggregate for all increases, $100,000,000. 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 Lender declines such offer, in whole or in part, the Borrower may offer such declined amount to (i) other Lenders with the consent of the increased Commitments is Swingline Lender and the Issuing Lenders (which consents of the Swingline Lender and the Issuing Lenders shall not subscribed for by the Lendersbe unreasonably withheld or delayed) and/or (ii) other banks, the Company may, financial institutions or other entities with the consent of the Administrative Agent as to any Person that is not at such time a Agent, the Swingline Lender and the Issuing Lenders (which consent consents of the Administrative Agent, the Swingline Lender and the Issuing Lenders shall not be unreasonably 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 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, the Issuing Lenders 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, the Issuing Lenders 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, the Swingline Lender and the Issuing Lenders consent to such increase (which consents of the Administrative Agent, the Swingline Lender and the Issuing Lenders shall not be unreasonably withheld or delayed) and (ii) in no event shall any transaction effected pursuant to this Section 2.3 (A) cause the Total Commitments to exceed $400,000,000 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 In the event that at any time after prior to June 30, 1999 the Closing Date, provided that no Event of Default shall have occurred and be continuingBorrower wishes to increase the aggregate Revolving Credit Commitments, the Company may request an increase of the aggregate Commitments by notice to Borrower or the Administrative Agent in writing shall notify the Lenders of the amount (the "Offered Increase Amount") of such proposed increase (such notice, a "Commitment Increase NoticeIncrease"). (b) Any additional bank, 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 financial institution or 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 mayother entity which, with the consent of the Borrower and the Administrative Agent as to any Person that is not at such time a Lender (which consent consent, in the case of the Administrative Agent, 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 Revolving Credit Commitment as part of a Commitment Increase 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")H-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 I shall be deemed to be amended to add the name and Revolving Credit Commitment of such New Lender. (c) Any Lender which, as part of a Commitment Increase, elects to increase its Revolving Credit Commitment, shall execute a Commitment Increase Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit H-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 I 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 subsection 2.21(b) or upon which a Lender's Revolving Credit Commitment is increased pursuant to subsection 2.21(c), there is an unpaid principal amount of Revolving Credit Loans, the Borrower shall prepay all such then outstanding Revolving Credit Loans and immediately thereafter reborrow under the Revolving Credit Commitments then in effect an amount equal to the amount of Revolving Credit Loans so prepaid or such other amount as the Borrower deems appropriate. (e) Notwithstanding anything to the contrary in this subsection, (i) in no event shall any transaction effected pursuant to this subsection cause the aggregate amount of the increases in the Revolving Credit Commitments pursuant to this subsection to exceed $50,000,000, (ii) each Commitment Increase shall be for an amount equal to not less than $5,000,000 and (iii) no Lender shall have any obligation to increase its Revolving Credit Commitment unless it agrees to do so in its sole discretion." (c) Subsection 6.8. Subsection 6.8 of the Credit Agreement is hereby amended by deleting the amount "$50,000,000" that appears in paragraph (c) thereof and substituting in lieu thereof the amount of "$100,000,000".

Commitment Increases. (a) At any The Borrowers may from time after the Closing Dateto time (and more than one 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 (the "Offered Increase Amount") of such proposed increase (such notice, a "Commitment Increase Notice"Lenders), request that the Total Commitment be increased by an amount not less than $50,000,000 (or, at any time during the 30 day period commencing on the Effective Date, $15,000,000) for any such increase, except to the extent necessary to utilize the remaining unused amount of increase permitted under this Section 2.20(a); provided that the first aggregate amount of Commitment Increases effected pursuant to this paragraph shall not exceed US$250,000,000 and that immediately after giving effect to the effectiveness of each such increase of the Total Commitment the General Debt Basket Usage shall be in an amount equal to at least not more than $93,750,000 750,000,000 and the second such increase Secured Debt Basket Usage shall be in an amount equal to not more than $187,500,000 less 500,000,000. Such notice shall set forth the amount of the first requested increase in the Commitments and the date on which such increase. Any increase is requested to become effective (which shall be not less than ten Business Days or more than 60 days after the date of such Commitment Increase Notice must notice), and shall offer each Lender the opportunity to subscribe for increase its pro rata share Commitment by such Lender’s Applicable Percentage of the proposed increased Commitmentsamount. If any Each Lender shall, by notice to the Company and the Administrative Agent given not more than ten days after the date of the Company’s notice, either agree to increase its applicable Commitment by all or a portion of the increased offered amount or decline to increase its applicable Commitment (and any Lender that does not deliver such a notice within such period of ten days shall be deemed to have declined to increase its Commitment). In the event that, on the tenth day after the Company shall have delivered a notice pursuant to the first sentence of this paragraph, the Lenders shall have declined to increase their Commitments is not subscribed for or have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the LendersCompany, the Company maymay arrange for one or more banks or other financial institutions (any such bank or other financial institution, together with any existing Lender that agrees to increase its applicable Commitment pursuant to the consent immediately preceding sentence, being called an “Augmenting Lender”) to provide Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount on the same terms (including upfront fees) as were offered to the Lenders (or on terms more advantageous to the Company), provided that each Augmenting Lender shall be subject to the approval of the Administrative Agent as to any Person that is not at such time a Lender (which consent approval shall not be unreasonably withheld)) and shall not be subject to the approval of any other Lenders, offer and the Company 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 of Augmenting Lender and/or its status as a Lender hereunder. Any increase in the increased Commitments pursuant Total Commitment may be made in an amount that is less than the increase requested by the Company if the Company is unable to paragraph (b) belowarrange for, or chooses not to arrange for, Augmenting Lenders. (b) Any Each of the parties hereto hereby agrees that, upon the effectiveness of any increase in the Total Commitment pursuant to this Section 2.20 (the “Commitment Increase”), this Agreement may be amended (such amendment, a “Commitment Increase Amendment”) without the consent of any Lenders to the extent (but only to the extent) necessary to reflect the existence and terms of the Commitment Increase evidenced thereby as provided for in Section 9.02(b) (including, if applicable, any increase in the Applicable Rate or the Applicable Commitment Fee Rate). Upon each Commitment Increase pursuant to this Section, (i) each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Augmenting Lender providing a portion of such Commitment Increase, and each such Augmenting Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Swingline Loans and Protective Advances such that, after giving effect to such Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Swingline Loans and Protective Advances held by each Lender (including each such Augmenting Lender) will equal such Lender’s Applicable Percentage and (ii) if, on the date of such Commitment Increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Commitment Increase be prepaid from the proceeds of additional bank or financial institution Revolving Loans made hereunder (reflecting such Commitment Increase), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.11. 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) Increases and new Commitments created pursuant to this Section 2.20 shall become effective on the date specified 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 notice delivered by the Company pursuant to the first sentence of paragraph (a) above or on such other date as agreed upon by the Company, the Administrative Agent and 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 unless on the date of such increase, the conditions set forth in paragraphs (a), (b) and (c) of Section 4.02 shall be satisfied as of such date (as though the effectiveness of such increase were a Borrowing) and the Administrative Agent, substantially in Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the form of Exhibit N (a "New Lender Supplement"), whereupon such bank or financial institution (a "New Lender") shall become aCompany.

Commitment Increases. Subject to the terms and conditions set forth herein, upon five (a5) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Company may request an increase of the aggregate Commitments by Business Days' advance written notice to the Administrative Agent in writing of Agent, the amount (Borrower shall have the "Offered Increase Amount") of such proposed right, at any time and from time to time from the Closing Date until December 1, 2001, to increase (such notice, a "the Revolving Commitment Increase Notice"), to up to $175,000,000; provided that the first (i) any such increase shall be in a minimum principal amount of $5,000,000 and an integral multiple of $5,000,000 in excess thereof, (ii) if any Revolving Loans are outstanding at the time of any such increase, the Borrower shall make such payments and adjustments on such Revolving Loans (including payment of any break-funding amount equal owing under Section 2.14) as are necessary to at least $93,750,000 give effect to the revised commitment percentages and commitment amounts of the second Lenders, (iii) the conditions to an Extension of Credit in Section 4.2 shall be satisfied after giving effect to any such increase and (iv) the effective date of such increase shall be in an amount equal a 26 -153- Business Day. It is hereby agreed that no Lender hereunder shall be under any obligation under this Section 2.3(c) to $187,500,000 less increase its Commitment. The requested Revolving Commitment increase shall be effective on such date only to the amount of the first extent that, on or before 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 Lendersdate, the Company may, with the consent of (A) the Administrative Agent as shall have received and accepted a corresponding amount of additional Commitment(s) pursuant to a commitment letter(s) acceptable to the Administrative Agent from one or more Lenders acceptable to the Administrative Agent and, with respect to any Person Lender that is not at such time a Lender (which consent shall not be unreasonably withheld)hereunder, 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 CommitmentsBorrower, and that elects to become a party to this Agreement and obtain a Commitment shall execute a New (B) each such Lender Supplement with the Company and the Administrative Agent, substantially has executed an agreement in the form of Exhibit N Schedule 2.3 hereto (each such agreement a "New Lender SupplementCommitment Agreement"), whereupon accepted in writing therein by the Administrative Agent and, with respect to any Lender that is not at such bank or financial institution (time a "New Lender hereunder, by the Borrower, with respect to the additional Commitment of such Lender". Upon the effectiveness of the Revolving Commitment increase, the Administrative Agent shall replace Schedule 2.1(a) shall become awith a new schedule to reflect any increased Commitments of the Lenders and/or any new Lenders.

Commitment Increases. (a) At any time and from time to time after the Closing Date, the Warehousing Credit Limit may be increased either by an Additional Lender establishing a Warehousing Commitment or by one or more then existing Lenders (“Increase Lender”) increasing its Warehousing Commitment Amount (each such increase by either means, a “Commitment Increase”) provided that no Event of Default Commitment Increase shall become effective unless and until (i) Borrowers, Credit Agent and the Additional Lender or the Increase Lender shall have occurred executed and be continuingdelivered an amendment with respect to such Commitment Increase, and (ii) if, after giving effect thereto, the Company may request Warehousing Credit Limit would exceed $500,000,000, such Commitment Increase shall have been consented to in an increase amendment of this Agreement by each of the aggregate Commitments by notice other Lenders. Prior to the Administrative Agent in writing effective date (“Effective Date”) of any Commitment Increase that involves an Additional Lender, Borrowers shall issue promissory notes to the Additional Lender. Such new promissory note or notes shall constitute a “Warehousing Note” or “Sublimit Note,” as applicable, for the purposes of the amount Loan Documents. The Credit Agent will distribute to each Lender an original (the "Offered Increase Amount"if executed by such Lender) or a copy (if not executed by such Lender) of such proposed increase (such notice, each amendment effecting a "Commitment Increase Notice")on or prior to the Effective Date of such amendment. No Lender has implicitly or explicitly agreed to make any future Commitment Increase by entering into this Agreement. (b) On the Effective Date of such Commitment Increase, provided Credit Agent shall recompute the Percentage Share for each Lender based on the new Warehousing Credit Limit which results from the Commitment Increase, and Credit Agent shall request Warehousing Advances from or shall direct prepayments to each Lender so that the first such total amount of all then outstanding Warehousing Advances are shared pro rata by each Lender. On the effective date of any reduction of the Warehousing Credit Limit resulting from the expiration of a temporary increase in any Lender’s Warehousing Commitment Amount, Borrowers shall be prepay the Warehousing Advances 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 by which 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 aggregate unpaid principal balance 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 CommitmentsLender’s Warehousing Advances exceeds its permanent Warehousing Commitment Amount, and that elects Credit Agent shall direct such prepayments 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 Borrower wishes to increase of the aggregate Commitments by notice to 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 NoticeOffer"), 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 (herein called a "New Lender") which, with the Company selects to offer participation in consent of the increased CommitmentsBorrower and the 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 Borrower and the Administrative Agent, substantially in the form of Exhibit N (a "New Lender Supplement")K-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 2.25(a) or (ii) with the consent of the Borrower, 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 Borrower and the Administrative Agent, substantially in the form of Exhibit K-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 2.25(b) or upon which a Lender") shall become a's Commitment is increased pursuant to subsection 2.25

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 in an aggregate amount up to $250,000,000 by notice to the Administrative Agent in writing of the amount (the "Offered Increase Amount") of such proposed increase (such notice, a "Commitment Increase Notice"), 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 2005 Arrow Electronics Credit Agreement offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below. If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the 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 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 K (a "New Lender Bank Supplement"), whereupon such bank or financial institution (a "New LenderBank") 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 I 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 a principal 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 2.10 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit L (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 I 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 2.10(b) or any Bank's Commitment is increased pursuant to subsection 2.10(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 5.3 based on the Commitment Percentages (or relevant Foreign Currency Commitment Percentages, as the case may be) 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 (or relevant Foreign Currency Commitment, as the case may be), 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 5.3 based on, their respective Commitments (or relevant Foreign Currency Commitments, as the case may be)). On each Re-Allocation Date, the 2005 Arrow Electronics Credit Agreement Administrative Agent shall deliver 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 2.10 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 more 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 5.3 based on such 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 the applicable 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 by all of the Banks as nearly as may be in accordance with the pro rata provisions of subsection 5.3 based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.10, no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion.

Commitment Increases. (a) At The Parent Borrower may from time to time (but not more than three times in any time after the Closing Datecalendar year), provided that no Event of Default shall have occurred and be continuing, the 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 and each Issuing Bank), executed by the Parent Borrower and one or more financial institutions (any such financial institution referred to in this Section 2.18 being called an “Augmenting Lender”), which may include any Lender at such Lender’s sole discretion, cause new Revolving Commitments or additional Term Loans or one or more tranches of additional term loans (each an “Incremental Term Loan”) to be extended by the Augmenting Lenders or cause the existing Revolving Commitments of the Augmenting Lenders to be increased, as the case may be (the "Offered Increase Amount") aggregate amount of such proposed extension of Revolving Commitments or increase (such notice, in the existing Revolving Commitments for all Augmenting Lenders on any single occasion being referred to as a "“Commitment Increase”; and any Commitment Increase Notice"or issuance of Incremental Term Loans on any single occasion, each, an “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 each Increase shall be not less than US$25,000,000, except to the first such increaseextent necessary to utilize the remaining unused amount of increase permitted under this Section 2.18(a), and (ii) the aggregate amount of all the Increases shall not exceed US$1,000,000,000. Any such Commitment Increase Notice must offer each Each Augmenting Lender (if not then a Lender) shall be subject to the opportunity to subscribe for its pro rata share of the increased Commitments. If any portion of 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 and, in the case of a Commitment Increase, each Issuing Bank and each Swingline 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 ▇▇▇▇▇ ▇▇▇▇▇, the Parent Borrower and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to any existing Lender evidence the Revolving Commitment or to one or more additional banks or financial institutions the opportunity to participate in all or a portion Incremental Term Loans of such unsubscribed portion Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of any Increase together with the notice of such Increase being referred to collectively as the “Increase Amendment” in respect of such Increase). The Increase Amendment may, without 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) Increases and new Revolving Commitments created pursuant to this Section 2.18 shall become effective on the date specified in the increased Commitmentsnotice delivered by the Parent Borrower pursuant to the first sentence of paragraph (a) above or on such other date as shall be agreed upon by the Parent Borrower, the Administrative Agent and that elects to the applicable Augmenting Lenders. (d) Notwithstanding the foregoing, no Increase 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 Agent shall have received a certificate of the form of Exhibit N Parent Borrower to that effect dated such date. (a "New Lender Supplement"), whereupon such bank or financial institution e) The Incremental Term Loans (a "New Lender"x) shall become arank pari passu in right of payment with the Advances, and (y) shall have identical terms as the Advances; provided that (i) if the Incremental Term Loans constitute additional Term Loans, such Incremental Term Loans shall have identical terms as the existing Term Loans, and (ii) otherwise, (A) the Incremental Term Loans may mature and amortize differently than the Advances, and the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the latest Maturity Date in effect at the time of the incurrence of such Incremental Term Loans may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the latest Maturity Date in effect at the time of the incurrence of such Incremental Term Loans and (B) the Incremental Term Loans may be priced differently than the Advances.

Commitment Increases. (a) At any Mondelez 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 Mondelez 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 Mondelez 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 any Commitment Increase together with the increased Commitments pursuant notice of such Commitment Increase being referred to paragraph (b) below. (b) Any additional bank or financial institution that collectively as the Company selects to offer participation “Commitment Increase Amendment” in respect of such Commitment Increase). The Commitment Increase Amendment may, without the increased Commitmentsconsent of any other Lenders, and that elects to become a party effect such amendments to this Agreement and obtain a Commitment shall execute a New Lender Supplement with as may be necessary or appropriate, in the Company and reasonable opinion of the Administrative Agent, substantially in to effect the form provisions of Exhibit N (a "New Lender Supplement"), whereupon such bank or financial institution (a "New Lender") shall become athis Section 2.18.

Commitment Increases. (a) At The Borrower may, 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 Agent, propose an increase in writing the aggregate amount of the amount Commitments hereunder (the "Offered Increase Amount") of each such proposed increase being a “Commitment Increase”) either by having an existing Lender increase its Commitment then in effect (such notice, each an “Increasing Lender”) or by adding as a "new Lender with a new 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 hereunder any portion of the increased Commitments Person which is not subscribed for by the Lenders, the Company may, then a Lender (each an “Assuming Lender”) in each case with the consent approval 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 which notice shall specify the name of each Increasing Lender and/or Assuming Lender, as applicable, the amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender or Assuming Lender, and the date on which such Commitment Increase is to one or more additional banks or financial institutions be effective (the opportunity “Commitment Increase Date”) (which shall be a Business Day at least three Business Days after delivery of such notice and 30 days prior to participate in all the Commitment Termination Date); provided that: (i) the minimum amount of the increase of the Commitment of any Increasing Lender, and the minimum amount of the Commitment of any Assuming Lender, as part of any Commitment Increase shall be $10,000,000 or a portion larger multiple of $1,000,000; (ii) the aggregate amount of the Commitment Increases under this Section 2.09(d) shall not exceed $200,000,000; (iii) no Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from any Commitment Increase; and (iv) the representations and warranties of the Borrower set forth in this Agreement shall be true and correct on and as of the relevant Commitment Increase Date as 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 a specific date, as of such specific date). Each Commitment Increase (and the increase of the increased Commitments pursuant Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date upon receipt by the Administrative Agent, on or prior to paragraph 11:00 a.m., New York City time, on such Commitment Increase Date, of (bA) below. (b) Any additional bank or financial institution a certificate of a duly authorized officer of the Borrower stating that the Company selects conditions with respect to offer participation such Commitment Increase under this paragraph have been satisfied and (B) an agreement, in form and substance reasonably satisfactory to 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 Borrower and the Administrative Agent, substantially pursuant to which, effective as of such Commitment Increase Date, the Commitment of each such Increasing Lender shall be increased and/or each such Assuming Lender shall undertake a Commitment, duly executed by such Increasing Lender or Assuming Lender, as the case may be, and the Borrower and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each Increasing Lender and/or Assuming Lender referred to in clause (B) above, together with the certificate referred to in clause (A) above, the Administrative Agent shall record the information contained in each such agreement in the form Register and give prompt notice of Exhibit N the relevant Commitment Increase to the Borrower and the Lenders (including, if applicable, each Assuming Lender). On each Commitment Increase Date, in the event Syndicated Loans are then outstanding, (i) each relevant Increasing Lender and Assuming Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other relevant Lenders, as being required in order to cause, after giving effect to such increase and the application of such amounts to make payments to such other relevant Lenders, the Syndicated Loans to be held ratably by all Lenders in accordance with their respective Commitments, (ii) the Borrower shall be deemed to have prepaid and reborrowed all outstanding Syndicated Loans as of such Commitment Increase Date (with such borrowing to consist of the Type of Loans, with related Interest Periods if applicable, specified in a "New notice delivered by the Borrower in accordance with the requirements of Section 2.03) and (iii) the Borrower shall pay to the Lenders the amounts, if any, payable under Section 2.14 as a result of such prepayment. In no event shall any Lender Supplement"), whereupon such bank or financial institution (a "New Lender") shall become abe obligated to increase its Commitment hereunder.

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.

Commitment Increases. (a) At The Banks hereby acknowledge and -------------------- agree that the Borrower may at any time after prior to the Closing Commitment Expiry Date, but no more than once during any calendar quarter, increase the Total Commitment under this Agreement, in incremental amounts of $10,000,000, by an aggregate amount not in excess of $500,000,000 for all such increases by either requesting a Bank or Banks to increase its Commitment or Commitments (provided that no 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 Bank shall be in an amount equal required to at least $93,750,000 and the second such increase shall be in an amount equal agree to $187,500,000 less the amount of the first any 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 ) or by the Lenders, the Company may, with the consent of the Administrative Agent as to any Person that is not at such time requesting 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 is an Eligible Transferee to become a party to this Agreement and obtain a Commitment shall execute a New Lender Supplement with the Company and the Administrative Agent(such institution, substantially in the form of Exhibit N (a "New Lender SupplementBank"), whereupon provided that (i) no Event of Default has -------- occurred and is continuing at the time of any such bank increase, (ii) the Credit Rating shall be either an Increased Investment Grade Rating or financial institution a Maximum Investment Grade Rating at the time of any such increase, (iii) the Borrower shall deliver a notice of such increase to the Payments Administrator describing (x) the amount of such increase and the Total Commitment after giving effect to such increase and (y) the Bank(s) or New Bank(s) agreeing to such increase and the amount of each such entity's Commitment after giving effect to such increase, and (iv) the Borrower and each such Bank or New Bank shall deliver an Agreement of Commitment Increase to the Payments Administrator. Any such Total Commitment increase will become effective upon (A) in the case of New Banks only, the payment to the Payments Administrator of a nonrefundable fee of $2,500 and (B) in all cases, the recording by the Payments Administrator of such addition to the Total Commitment in the Register, the Payments Administrator hereby agreeing to effect such recordation no later than three Business Days after its receipt of an Agreement of Commitment Increase. Upon the effective- ness of any additional Commitment pursuant to this Section 1.16, (x) the New Bank, if any, will become a "Bank" for all purposes of this Agreement and the other Credit Documents with a Commitment as so recorded by the Payments Administrator in the Register and (y) the Borrower shall issue to the respective Bank or New Lender"Bank a new Note. The Payments Administrator will prepare on the last Business Day of each calendar quarter during which an increase has become effective pursuant to this Section 1.16 a new Annex I hereto giving effect to all such increases effected during such quarter and will promptly provide same to the Borrower and each of the Banks. (b) If the Total Commitment is increased pursuant to Section 1.16 (a) at a time when Loans are outstanding, then the Borrower shall become atake all such actions as appropriate to repay and reborrow Loans (but without any obligation to repay Eurodollar Loans other than on the last day of an Interest Period applicable thereto and without regard to the provisions of the first sentence of Section 1.08), so that, as soon as practicable, the outstanding principal amount of the Loans of each Non-Defaulting Bank equals such Bank's Percentage of the aggregate outstanding principal amount of all Loans of all Non-Defaulting Banks.

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 Borrower wishes to increase of the aggregate Commitments by notice to 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 NoticeOffer"), 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 CREDIT AGREEMENT 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 (herein called a "New Lender") which, with the Company selects to offer participation in consent of the increased CommitmentsBorrower and the 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 Borrower and the Administrative Agent, substantially in the form of Exhibit N (a "New Lender Supplement")K-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 2.25(a) or (ii) with the consent of the Borrower, 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 Borrower and the Administrative Agent, substantially in the form of Exhibit K-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 2.25(b) or upon which a Lender") shall become a's Commitment is increased pursuant to subsection 2.25

Commitment Increases. (a) At The Borrower and any one or more Lenders (each of which will be entitled to agree or decline to participate in its sole discretion) (including Additional Lenders, if applicable) may from time after to time agree that such Lenders shall obtain or increase the amount of their Revolving Commitments (any such increase in Revolving Commitments, an “Incremental Revolving Commitment”), as applicable, by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such increase (which shall be in an amount not less than $10,000,000 and, if greater, in increments of $1,000,000 in excess thereof and (ii) the applicable Increased Facility Closing Date; provided, provided that (1) after giving effect to all Incremental Revolving Commitments, the aggregate principal amount of all Revolving Commitments (including all such Incremental Revolving Commitments) under the Facility shall not exceed $2,000,000,0002,250,000,000 at any time, (2) no Revolving Commitment of any Lender shall be increased without the consent of such Lender, which shall be given or withheld in its sole discretion; (3) no Default or Event of Default shall have occurred and be continuingcontinuing at the time of such request or after giving effect to any Incremental Revolving Commitment or Loan in respect of any Incremental Revolving Commitment, as the case may be; (4) the representations and warranties set forth in Section 4 shall be true and correct in all material respects immediately prior to, and after giving effect to, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date and (y) to the extent that such representation and warranty that is qualified as to “materiality,” “material adverse effect” or similar language shall be true in all respects (after giving effect to such qualification therein), the Company may request an incurrence of any Incremental Revolving Commitment; (5) such Incremental Revolving Commitments shall have the same terms and conditions as are applicable to the Revolving Commitments; and (6) all fees and expenses in respect of such increase of the aggregate Commitments by notice owing 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 mayif any, with the consent shall have been paid. The Borrower may seek commitments in respect 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 Incremental Revolving Commitments from one or more additional banks or banks, financial institutions and other institutional lenders, other than an Ineligible Assignee, in each case, reasonably satisfactory to the opportunity to participate in all or a portion Administrative Agent (each an “Additional Lender”); provided, that the new Revolving Commitment of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) beloweach Additional Lender shall be at least $1,000,000. (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 Additional Lender shall execute a New an Additional Lender Supplement with the Company and the Administrative AgentSupplement, substantially in the form of Exhibit N (a "New Lender Supplement")F-2, whereupon such bank or financial institution (a "New Lender") Additional 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) On the effective date of any increase in the Revolving Commitments, (i) each Lender participating in the relevant increase shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Loans of all the Lenders to equal its Revolving Percentage of such outstanding Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans as of the date of any increase in the Revolving Commitments (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.2). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Term SOFR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. (d) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility Activation Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Revolving Commitment. Any such deemed amendment may be effected in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (e) In connection with any increase of the Revolving Commitments pursuant to this Section 2.20, any Additional Lender becoming a party hereto shall (i) execute such documents and agreements as the Administrative Agent may reasonably request and (ii) in the case of any Additional Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act.

Commitment Increases. (a) At any time and from time to time after the Closing Date, provided that no Event of Default shall have occurred and the Commitment may be continuing, the Company may request increased either by an increase of the aggregate Commitments Additional Lender establishing a Commitment Amount or by notice to the Administrative Agent in writing of the amount one or more then existing Lenders (the "Offered Increase AmountLender") of increasing its Commitment Amount (each such proposed increase (such noticeby either means, a "Commitment Increase NoticeIncrease"), ) provided that the first such increase no Commitment Increase shall be in an amount equal to at least $93,750,000 come effective unless and until (i) the Company, the Administrative Agent and the second Additional Lender or the Increase Lender shall have executed and delivered an amendment with respect to such increase Commitment Increase, and (ii) such Commitment Increase shall be have been consented to by each of the other Lenders. Prior to the effective date of any Commitment Increase, the Company shall issue a Note to the Additional Lender or, against surrender of its existing Note to an Increase Lender, in an amount equal to $187,500,000 less the amount of the first such increase. Any Lender's Commitment Amount after giving effect to such Commitment Increase Notice must offer each Lender Increase. Such new promissory notes shall constitute a "Note"for the opportunity to subscribe for its pro rata share purpose 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) belowLoan Documents. (b) Any additional bank On the effective date of any Commitment Increase, the Administrative Agent shall recompute the Commitment Percentage for each Lender following the Commitment Increase, and within in two (2) Business Days, the Administrative Agent shall request Advances of the affected category from or financial institution shall direct prepayments of such Advances to, each Lender so that the Company selects total amount of all then outstanding Advances of the affected category of each category are shared pro rata with each Lender, pursuant 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 aSection 2.1 hereof.

Commitment Increases. (a) At any The Company may from time after to time during the Closing Commitment Increase Period notify the Administrative Agent that certain of the Lenders designated by the Company and/or that additional lenders shall be added to this Agreement as Incremental Lenders with new or additional Commitments for the purpose of increasing the existing Commitments under the Facility (a “Commitment Increase”) by executing and delivering to the Administrative Agent a Commitment Increase Activation Notice signed by such Lenders or such additional lenders and specifying (i) the respective new or additional Commitments of such Incremental Lenders and (ii) the applicable Commitment Increase Date, ; provided that after giving effect to such Commitment Increase (including the incurrence of any Loans on the applicable Commitment Increase Date and use of proceeds thereof), (x) no Default or Event of Default shall have occurred and be continuing, the Company may request an increase of (y) [Reserved] and (z) 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 all 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 Increases hereunder 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) belowexceed $1,000,000,000. (b) Any additional bank or financial institution Each Incremental Lender that is a signatory to a Commitment Increase Activation Notice severally agrees, on the Company selects to offer participation terms and conditions of this Agreement, that it shall hold Commitments for all purposes hereunder in the increased Commitmentsaggregate amount specified for such Incremental Lender in such Commitment Increase Activation Notice, and that elects it shall from time to become a party time on or after the Commitment Increase Date specified in such Commitment Increase Activation Notice make Loans to the Borrower in an aggregate principal amount outstanding at any time up to but not exceeding the amount of the Commitments of such Incremental Lender specified in such Commitment Increase Activation Notice, subject to the terms of this Agreement and obtain Agreement. Nothing in this Section 16 shall be construed to obligate any Lender to execute a Commitment shall execute a New Lender Supplement with Increase Activation Notice. (c) Notwithstanding the terms of Section 10.1(a), the Company and the Administrative AgentAgent shall be entitled to enter into any amendments to this Agreement that the Administrative Agent believes are necessary to appropriately include, substantially in or provide for the form of Exhibit N (a "New Lender Supplement")integration of, whereupon such bank or financial institution (a "New Lender") shall become aany Commitment Increase under this Agreement.

Commitment Increases. (a) At any time after The Borrower shall have the Closing Dateright, provided that so long as no Event of Default shall have occurred and be continuing, at any time prior to the Company may request an Revolving Credit Commitment Termination Date, to increase the total aggregate amount of the aggregate Revolving Credit Commitments hereunder by notice (x) adding a lender or lenders hereto with a Revolving Credit Commitment or Revolving Credit Commitments of up to the Administrative Agent in writing of the amount (the "Offered Increase Amount"or aggregate amount) of such proposed increase (which lender or lenders shall thereupon become “Lenders” hereunder) and/or (y) enabling any Lender or Lenders to increase its (or their) Revolving Credit Commitment (or Revolving Credit Commitments) up to the amount of any such noticeincrease; provided that: (i) in no event shall any Lender’s Revolving Credit Commitment be increased without the consent of such Lender, a "Commitment Increase Notice"(ii) if any Revolving Credit Loans are outstanding hereunder on the date that any such increase is to be effective, such Revolving Credit Loans shall on or prior to the effectiveness of such increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), provided that which prepayment shall be accompanied by accrued interest on the first Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.13, (iii) any such increase shall be in an a multiple of $20,000,000, (iv) in no event shall the sum of the aggregate amount equal of Incremental Term Loans incurred after the Effective Date, the aggregate amount of increases in Revolving Credit Commitments pursuant to at least $93,750,000 this Section and the second aggregate amount of Permitted Indebtedness incurred in accordance with Section 6.07(a)(A), together with the aggregate amount of Indebtedness incurred pursuant to Section 5(b) of the Pledge Agreement, exceed $350,000,000 or such higher amount to which the Required Lenders shall have consented, (v) no increase in Revolving Credit Commitments contemplated by this Section shall be result in any one Lender having a Revolving Credit Commitment in an amount equal to $187,500,000 less which equals more than 20% of the aggregate amount of the first such increase. Any such Commitment Increase Notice must offer each Lender Revolving Credit Commitments hereunder, and (vi) no increase in Revolving Credit Commitments shall occur within twelve months of a reduction in 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 Revolving Credit Commitments pursuant to paragraph (b) belowSection 2.06(b). (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