Common use of Commitment Increases Clause in Contracts

Commitment Increases. (a) The Borrower shall be entitled to request that the Total Commitments be increased to an amount not exceeding Five Hundred Million Dollars ($500,000,000); provided that (i) no Default then exists, (ii) the Borrower gives the Banks thirty (30) days’ prior written notice of such election, (iii) no Bank shall be obligated to increase such Bank’s Commitment without such Bank’s written consent which may be withheld in such Bank’s sole discretion, (iv) the Borrower, not the Banks or the Administrative Agent, shall be responsible for arranging for Persons to provide the additional Commitment amounts; and (v) any Person providing any additional Commitment amount must qualify as an Eligible Assignee and be reasonably acceptable to the Administrative Agent if such Person is not already a Bank. In connection with any such increase in the Total Commitments the parties shall execute any documents reasonably requested in connection with or to evidence such increase, including without limitation an amendment to this Agreement. (b) On the date (“Funding Date”) of any future increase in the Total Commitments permitted by this Agreement, such date designated by the Administrative Agent, the Banks whose Commitments have increased in connection with such future increase in the Total Commitments shall fund to the Administrative Agent such amounts as may be required to cause each of them to hold its Pro Rata Share of Advances based upon the Commitments as of such Funding Date, and the Administrative Agent shall distribute the funds so received to the other Banks in such amounts as may be required to cause each of them to hold its Pro Rata Share of Advances as of such Funding Date. The Banks receiving such amounts to be applied to LIBOR Advances may demand payment of the breakage costs under Section 2.08 as though the Borrower had elected to prepay such LIBOR Advances on such date and the Borrower shall pay the amount so demanded as provided in Section 2.

Commitment Increases. (a) The Borrower shall be entitled to request that the Total Commitments be increased to an amount not exceeding Five Hundred One Billion Fifty Million Dollars ($500,000,0001,050,000,000); provided that (i) no Default then exists, (ii) the Borrower gives the Banks thirty (30) days’ prior written notice of such election, (iii) no Bank shall be obligated to increase such Bank’s Commitment without such Bank’s written consent which may be withheld in such Bank’s sole discretion, (iv) the Borrower, not the Banks or the Administrative Agent, shall be responsible for arranging for Persons to provide the additional Commitment amounts; and (v) any Person providing any additional Commitment amount must qualify as an Eligible Assignee and be reasonably acceptable to the Administrative Agent if such Person is not already a Bank. In connection with any such increase in the Total Commitments the parties shall execute any documents reasonably requested in connection with or to evidence such increase, including without limitation an amendment to this Agreement. (b) On the date (“Funding Date”) of any future increase in the Total Commitments permitted by this Agreement, such date designated by the Administrative Agent, the Banks whose Commitments have increased in connection with such future increase in the Total Commitments shall fund to the Administrative Agent such amounts as may be required to cause each of them to hold its Pro Rata Share of Advances based upon the Commitments as of such Funding Date, and the Administrative Agent shall distribute the funds so received to the other Banks in such amounts as may be required to cause each of them to hold its Pro Rata Share of Advances as of such Funding Date. The Banks receiving such amounts to be applied to LIBOR Advances may demand payment of the breakage costs under Section 2.08 as though the Borrower had elected to prepay such LIBOR Advances on such date and the Borrower shall pay the amount so demanded as provided in Section 2.Agent

Commitment Increases. (a) The Borrower shall be entitled to request that the Total Commitments be increased to an amount not exceeding Five Three Hundred Million Dollars ($500,000,000300,000,000); provided that (i) no Default then exists, (ii) the Borrower gives the Banks thirty (30) days’ days prior written notice of such election, (iii) no Bank shall be obligated to increase such Bank’s Commitment without such Bank’s written consent which may be withheld in such Bank’s sole discretion, (iv) the Borrower, not the Banks or the Administrative Agent, shall be is responsible for arranging for Persons to provide the additional Commitment amounts; and (v) any Person providing any additional Commitment amount must qualify as an Eligible Assignee and be reasonably acceptable to the Administrative Agent and the Syndication Agent if such Person is not already a Bank. In connection with any such increase in the Total Commitments the parties shall execute any documents reasonably requested in connection with or to evidence such increase, including without limitation an amendment to this Agreement. (b) On the date (“Funding Date”) of any future increase in the Total Commitments permitted by this Agreement, such date designated by the Administrative Agent, the Banks whose Commitments have increased in connection with such future increase in the Total Commitments shall fund to the Administrative Agent such amounts as may be required to cause each of them to hold its Pro Rata Share of Advances based upon the Commitments as of such Funding Date, and the Administrative Agent shall distribute the funds so received to the other Banks in such amounts as may be required to cause each of them to hold its Pro Rata Share of Advances as of such Funding Date. The Banks receiving such amounts to be applied to LIBOR Advances may demand payment of the breakage costs under Section 2.08 as though the Borrower had elected to prepay such LIBOR Advances on such date and the Borrower shall pay the amount so demanded as provided in Section 2.such

Commitment Increases. (a) The Borrower shall be entitled to request that the Total Commitments be increased to an amount not exceeding Five Four Hundred Million Dollars ($500,000,000400,000,000); provided that (i) no Default then exists, (ii) the Borrower gives the Banks thirty (30) days’ days prior written notice of such election, (iii) no Bank shall be obligated to increase such Bank’s Commitment without such Bank’s written consent which may be withheld in such Bank’s sole discretion, (iv) the Borrower, not the Banks or the Administrative Agent, shall be is responsible for arranging for Persons to provide the additional Commitment amounts; and (v) any Person providing any additional Commitment amount must qualify as an Eligible Assignee and be reasonably acceptable to the Administrative Agent and the Syndication Agent if such Person is not already a Bank. In connection with any such increase in the Total Commitments the parties shall execute any documents reasonably requested in connection with or to evidence such increase, including without limitation an amendment to this Agreement. (b) On the date (“Funding Date”) of any future increase in the Total Commitments permitted by this Agreement, such date designated by the Administrative Agent, the Banks whose Commitments have increased in connection with such future increase in the Total Commitments shall fund to the Administrative Agent such amounts as may be required to cause each of them to hold its Pro Rata Share of Advances based upon the Commitments as of such Funding Date, and the Administrative Agent shall distribute the funds so received to the other Banks in such amounts as may be required to cause each of them to hold its Pro Rata Share of Advances as of such Funding Date. The Banks receiving such amounts to be applied to LIBOR Advances may demand payment of the breakage costs under Section 2.08 as though the Borrower had elected to prepay such LIBOR Advances on such date and the Borrower shall pay the amount so demanded as provided in Section 2.

Commitment Increases. (a) The Borrower shall be entitled to request that the Total Commitments be increased to an amount not exceeding Five Two Hundred Million Dollars ($500,000,000200,000,000); provided that (i) no Default then exists, (ii) the Borrower gives the Banks thirty (30) days’ days prior written notice of such election, (iii) no Bank shall be obligated to increase such Bank’s Commitment without such Bank’s written consent which may be withheld in such Bank’s sole discretion, and (iv) the Borrower, not the Banks or the Administrative Agent, shall be responsible for arranging for Persons to provide the additional Commitment amounts; and (v) any Person providing any additional Commitment amount must qualify as an Eligible Assignee and be reasonably acceptable to the Administrative Agent if such Person is not already a Bank. In connection with any such increase in the Total Commitments the parties shall execute any documents reasonably requested in connection with or to evidence such increase, including without limitation an amendment to this Agreement. (b) On the date (“Funding Date”) of any future increase in the Total Commitments permitted by this Agreement, such date designated by the Administrative Agent, the Banks whose Commitments have increased in connection with such future increase in the Total Commitments shall fund to the Administrative Agent such amounts as may be required to cause each of them to hold its Pro Rata Share of Advances based upon the Commitments as of such Funding Date, and the Administrative Agent shall distribute the funds so received to the other Banks in such amounts as may be required to cause each of them to hold its Pro Rata Share of Advances as of such Funding Date. The Banks receiving such amounts to be applied to LIBOR Advances may demand payment of the breakage costs under Section 2.08 as though the Borrower had elected to prepay such LIBOR Advances on such date and the Borrower shall pay the amount so demanded as provided in Section 2.

Commitment Increases. (a) The Borrower shall be entitled to request that the Total Commitments be increased to an amount not exceeding Five Hundred Million One Billion Dollars ($500,000,0001,000,000,000); provided that (i) no Default then exists, (ii) the Borrower gives the Banks thirty (30) days’ prior written notice of such election, (iii) no Bank shall be obligated to increase such Bank’s Commitment without such Bank’s written consent which may be withheld in such Bank’s sole discretion, (iv) the Borrower, not the Banks or the Administrative Agent, shall be is responsible for arranging for Persons to provide the additional Commitment amounts; and (v) any Person providing any additional Commitment amount must qualify as an Eligible Assignee and be reasonably acceptable to the Administrative Agent if such Person is not already a Bank. In connection with any such increase in the Total Commitments the parties shall execute any documents reasonably requested in connection with or to evidence such increase, including without limitation an amendment to this Agreement. (b) On the date (“Funding Date”) of any future increase in the Total Commitments permitted by this Agreement, such date designated by the Administrative Agent, the Banks whose Commitments have increased in connection with such future increase in the Total Commitments shall fund to the Administrative Agent such amounts as may be required to cause each of them to hold its Pro Rata Share of Advances based upon the Commitments as of such Funding Date, and the Administrative Agent shall distribute the funds so received to the other Banks in such amounts as may be required to cause each of them to hold its Pro Rata Share of Advances as of such Funding Date. The Banks receiving such amounts to be applied to LIBOR Advances may demand payment of the breakage costs under Section 2.08 as though the Borrower had elected to prepay such LIBOR Advances on such date and the Borrower shall pay the amount so demanded as provided in Section 2.

Commitment Increases. (a) The Borrower Mondelēz International may from time to time, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the 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 entitled extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to request that be increased, as the Total case may be (the aggregate amount of such extension of Commitments be increased or increase in the existing Commitments for all Augmenting Lenders on any single occasion being referred to as a “Commitment Increase”), in an amount not exceeding Five Hundred Million Dollars ($500,000,000)for each Augmenting Lender set forth in such notice; provided that (i) no Default then existsthe amount of each Commitment Increase shall be not less than $25,000,000, except to the extent necessary to utilize the remaining unused amount of increase permitted under this Section 2.18(a), and (ii) the Borrower gives aggregate amount of the Banks thirty Commitment Increases shall not exceed $500,000,000. Each Augmenting Lender (30if not then a Lender) days’ prior written notice of such election, (iii) no Bank shall be obligated subject to increase such Bank’s Commitment without such Bank’s written consent which may be withheld in such Bank’s sole discretion, (iv) the Borrower, not the Banks or the Administrative Agent, shall be responsible for arranging for Persons to provide the additional Commitment amounts; and (v) any Person providing any additional Commitment amount must qualify as an Eligible Assignee and be reasonably acceptable to approval of the Administrative Agent if such Person is (which approval shall not already a Bank. In connection with be unreasonably withheld or delayed) and shall not be subject to the approval of any such increase in the Total Commitments the parties other Lenders, and Mondelēz International and each Augmenting Lender shall execute any documents reasonably requested in connection with or to evidence all such increase, including without limitation an amendment to this Agreement. (b) On the date (“Funding Date”) of any future increase in the Total Commitments permitted by this Agreement, such date designated by the Administrative Agent, the Banks whose Commitments have increased in connection with such future increase in the Total Commitments shall fund to the Administrative Agent such amounts documentation as may be required to cause each of them to hold its Pro Rata Share of Advances based upon the Commitments as of such Funding Date, and the Administrative Agent shall distribute reasonably specify to evidence the funds so received to the other Banks in such amounts as may be required to cause each of them to hold its Pro Rata Share of Advances as Commitment of such Funding Date. The Banks receiving Augmenting Lender and/or its status as a Lender hereunder (such amounts to be applied to LIBOR Advances may demand payment documentation in respect of any Commitment Increase together with the breakage costs under Section 2.08 as though the Borrower had elected to prepay notice of such LIBOR Advances on such date and the Borrower shall pay the amount so demanded as provided in Section 2.Commitment Increase being referred

Commitment Increases. (a) The Borrower shall be entitled to request that the Total Commitments be increased to by an aggregate amount not exceeding Five Hundred to exceed Fifty Million Dollars ($500,000,00050,000,000) (such additional Commitments are referred to herein as the “Additional Commitments”);provided that in no event shall the aggregate Total Commitments exceed at any time One Hundred Fifty Million Dollars ($150,000,000); and provided further that (i) no Default or Event of Default then exists, (ii) the Borrower gives the Banks Lenders thirty (30) days’ days prior written notice of such election, (iii) no Bank Lender shall be obligated to increase such BankLender’s Commitment without such BankLender’s written consent consent, which may be withheld in such BankLender’s sole discretion, (iv) the BorrowerAgent is able to arrange, not on a best efforts basis, any needed Additional Commitment amounts, which Commitments shall be subject to the Banks or terms hereof and the Administrative other Loan Documents, (v) the Borrower has paid to the Agent, shall be responsible for arranging for Persons the ratable benefit of the Lenders providing the Additional Commitments, a closing fee equal to provide 0.20% of the additional Commitment amounts; total amount of the Additional Commitments, and (vvi) any Person providing any additional Additional Commitment amount must qualify as an Eligible Assignee and be reasonably acceptable to the Administrative Agent Agent, the L/C Issuer and the Borrower, if such Person is not already a BankLender. In connection with any such increase in the Total Commitments the parties shall execute any documents reasonably requested in connection with or to evidence such increase, including without limitation an amendment to this Agreement. (b) On the date (“Funding Date”) of any future increase in the Total Commitments permitted by this Agreement, such date designated by the Administrative Agent, the Banks whose Commitments have increased in connection with such future increase in the Total Commitments shall fund to the Administrative Agent such amounts as may be required to cause each of them to hold its Pro Rata Share of Advances based upon the Commitments as of such Funding Date, and the Administrative Agent shall distribute the funds so received to the other Banks in such amounts as may be required to cause each of them to hold its Pro Rata Share of Advances as of such Funding Date. The Banks receiving such amounts to be applied to LIBOR Advances may demand payment of the breakage costs under Section 2.08 as though the Borrower had elected to prepay such LIBOR Advances on such date and the Borrower shall pay the amount so demanded as provided in Section 2.

Commitment Increases. (a) The Borrower shall be entitled to request that the Total Commitments be increased to an amount not exceeding Five Seven Hundred Million Dollars ($500,000,000); 700,000,000) in the aggregate, and provided that (i) no Default then exists, (ii) the Borrower gives the applicable Banks thirty (30) 30 days’ prior written notice of such election, (iii) no Bank shall be obligated to increase such Bank’s Commitment without such Bank’s written consent which may be withheld in such Bank’s sole discretion, (iv) the Borrower, not the Banks or the Administrative Agent, shall be responsible for arranging for Persons to provide the additional Commitment amounts; and (v) any Person providing any additional Commitment amount must qualify as an Eligible Assignee and be reasonably acceptable to the Administrative Agent if such Person is not already a Bank. In connection with any such increase in the Total Commitments the parties shall execute any documents reasonably requested in connection with or to evidence such increase, including without limitation an amendment to this Agreement. (b) On the date (“Funding Date”) of any future increase in the Total Commitments permitted by this Agreement, such date designated by the Administrative Agent, the Banks whose Commitments have increased in connection with such future increase in the Total Commitments shall fund to the Administrative Agent such amounts as may be required to cause each of them to hold its Pro Rata Share of Advances Advances, based upon the Commitments as of such Funding Date, and the Administrative Agent shall distribute the funds so received to the other Banks in such amounts as may be required to cause each of them to hold its Pro Rata Share of Advances Advances, as of such Funding Date. The Banks receiving such amounts to be applied to LIBOR Advances may demand payment of the breakage costs under Section 2.08 as though the Borrower had elected to prepay such LIBOR Advances on such date and the Borrower shall pay the amount so demanded as provided in Section 2.

Commitment Increases. (a) The Subject to the restrictions set forth in the Commitment Letter, the Borrower shall be entitled to request that the Total Commitments be increased to an amount not exceeding Five Four Hundred Million Dollars ($500,000,000400,000,000); , provided that (i) no Default then exists, (ii) the Borrower gives the Banks thirty (30) days’ ' prior written notice of such election, (iii) no Bank shall be obligated to increase such Bank’s 's Commitment without such Bank’s 's written consent which may be withheld in such Bank’s 's sole discretion, (iv) the Borrower, not the Banks or the Administrative Agent, shall be responsible for arranging for Persons to provide the additional Commitment amounts; and (v) any Person providing any additional Commitment amount must qualify as an Eligible Assignee and be reasonably acceptable to the Administrative Agent if such Person is not already a Bank. In connection with any such increase in the Total Commitments the parties shall execute any documents reasonably requested in connection with or to evidence such increase, including without limitation an amendment to this Agreement. (b) On the date (“Funding Date”) of any future increase in the Total Commitments permitted by this Agreement, such date designated by the Administrative Agent, the Banks whose Commitments have increased in connection with such future increase in the Total Commitments shall fund to the Administrative Agent such amounts as may be required to cause each of them to hold its Pro Rata Share of Advances based upon the Commitments as of such Funding Date, and the Administrative Agent shall distribute the funds so received to the other Banks in such amounts as may be required to cause each of them to hold its Pro Rata Share of Advances as of such Funding Date. The Banks receiving such amounts to be applied to LIBOR Advances may demand payment of the breakage costs under Section 2.08 as though the Borrower had elected to prepay such LIBOR Advances on such date and the Borrower shall pay the amount so demanded as provided in Section 22.08. The first payment of interest received by the Administrative Agent after such Funding Date shall be paid to the Banks in amounts adjusted to reflect the adjustments of their respective Pro Rata Shares of the Advances as of the Funding Date.

Commitment Increases. (a) The Borrower shall be entitled to request that (1) the Total Revolving Facility Commitments be increased to an amount not exceeding One Billion Two Hundred Fifty Million Dollars ($1,250,000,000) in the aggregate, and (2) the Total TL Facility Commitments be increased to an amount not exceeding Five Hundred Million Dollars ($500,000,000)) in the aggregate; provided that (i) no Default then exists, (ii) the Borrower gives the applicable Banks thirty (30) 30 days’ prior written notice of such election, (iii) no Bank shall be obligated to increase such Bank’s Commitment without such Bank’s written consent which may be withheld in such Bank’s sole discretion, (iv) the Borrower, not the Banks or the Administrative Agent, shall be responsible for arranging for Persons to provide the additional Commitment amounts; and (v) any Person providing any additional Commitment amount must qualify as an Eligible Assignee and be reasonably acceptable to the Administrative Agent if such Person is not already a Bank; and (vi) the Borrower shall have delivered current documentation satisfactory to the Administrative Agent evidencing compliance with the Flood Insurance Requirements. In connection with any such increase in the Total Revolving Facility Commitments or the Total TL Facility Commitments, as the case may be, the parties shall execute any documents reasonably requested in connection with or to evidence such increase, including without limitation an amendment to this Agreement. (b) On the date (“Funding Date”) of any future increase in the Total Revolving Facility Commitments or the Total TL Facility Commitments, as the case may be, permitted by this Agreement, such date designated by the Administrative Agent, the Banks whose Commitments have increased in connection with such future increase in the Total Commitments shall fund to the Administrative Agent such amounts as may be required to cause each of them to hold its Pro Rata Share of Advances based upon the Commitments as of such Funding Date, and the Administrative Agent shall distribute the funds so received to the other Banks in such amounts as may be required to cause each of them to hold its Pro Rata Share of Advances as of such Funding Date. The Banks receiving such amounts to be applied to LIBOR Advances may demand payment of the breakage costs under Section 2.08 as though the Borrower had elected to prepay such LIBOR Advances on such date and the Borrower shall pay the amount so demanded as provided in Section 2.future

Commitment Increases. (a) The Borrower shall be entitled to request that the Total Commitments be increased to an amount not exceeding Five Hundred One Billion Fifty Million Dollars ($500,000,0001,050,000,000); provided that (i) no Default then exists, (ii) the Borrower gives the Banks thirty (30) days’ prior written notice of such election, (iii) no Bank shall be obligated to increase such Bank’s Commitment without such Bank’s written consent which may be withheld in such Bank’s sole discretion, (iv) the Borrower, not the Banks or the Administrative Agent, shall be responsible for arranging for Persons to provide the additional Commitment amounts; and (v) any Person providing any additional Commitment amount must qualify as an Eligible Assignee and be reasonably acceptable to the Administrative Agent if such Person is not already a Bank. In connection with any such increase in the Total Commitments the parties shall execute any documents reasonably requested in connection with or to evidence such increase, including without limitation an amendment to this Agreement. (b) On the date (“Funding Date”) of any future increase in the Total Commitments permitted by this Agreement, such date designated by the Administrative Agent, the Banks whose Commitments have increased in connection with such future increase in the Total Commitments shall fund to the Administrative Agent such amounts as may be required to cause each of them to hold its Pro Rata Share of Advances based upon the Commitments as of such Funding Date, and the Administrative Agent shall distribute the funds so received to the other Banks in such amounts as may be required to cause each of them to hold its Pro Rata Share of Advances as of such Funding Date. The Banks receiving such amounts to be applied to LIBOR Advances may demand payment of the breakage costs under Section 2.08 as though the Borrower had elected to prepay such LIBOR Advances on such date and the Borrower shall pay the amount so demanded as provided in Section 2.

Commitment Increases. (a) The Borrower shall be entitled to request that the Total Commitments be increased to an amount not exceeding Five Seven Hundred Million Dollars ($500,000,000700,000,000); provided that (i) no Default then exists, (ii) the Borrower gives the Banks thirty (30) days’ prior written notice of such election, (iii) no Bank shall be obligated to increase such Bank’s Commitment without such Bank’s written consent which may be withheld in such Bank’s sole discretion, (iv) the Borrower, not the Banks or the Administrative Agent, shall be responsible for arranging for Persons to provide the additional Commitment amounts; and (v) any Person providing any additional Commitment amount must qualify as an Eligible Assignee and be reasonably acceptable to the Administrative Agent if such Person is not already a Bank. In connection with any such increase in the Total Commitments the parties shall execute any documents reasonably requested in connection with or to evidence such increase, including without limitation an amendment to this Agreement. (b) On the date (“Funding Date”) of any future increase in the Total Commitments permitted by this Agreement, such date designated by the Administrative Agent, the Banks whose Commitments have increased in connection with such future increase in the Total Commitments shall fund to the Administrative Agent such amounts as may be required to cause each of them to hold its Pro Rata Share of Advances based upon the Commitments as of such Funding Date, and the Administrative Agent shall distribute the funds so received to the other Banks in such amounts as may be required to cause each of them to hold its Pro Rata Share of Advances as of such Funding Date. The Banks receiving such amounts to be applied to LIBOR Advances may demand payment of the breakage costs under Section 2.08 as though the Borrower had elected to prepay such LIBOR Advances on such date and the Borrower shall pay the amount so demanded as provided in Section 2.

Commitment Increases. (a) The Borrower Borrowers’ Agent shall be entitled to request request, either on the Effective Date or at any time, and from time to time, prior to the Termination Date, that the Total Commitments be increased to by an aggregate amount not exceeding Five Hundred to exceed Fifty Million Dollars $50,000,000 ($500,000,000such additional Commitments are referred to herein as the “Additional Commitments”); provided that (x) each request for a Commitment increase shall be in a minimum amount of Ten Million Dollars ($10,000,000), (y) no more than four requests for a Commitment increase may be made during any consecutive twelve-month period and (z) in no event shall the aggregate Commitments exceed at any time Two Hundred Twenty-Five Million Dollars ($225,000,000); and provided further that, to the extent that the request occurs after the Effective Date, (i) no Default then existsor Event of Default exists at the time of such request, (ii) the Borrower Borrowers’ Agent gives the Banks Administrative Agent thirty (30) days’ days prior written notice of such election, (iii) no Bank Lender shall be obligated to increase such BankLender’s Commitment without such BankLender’s prior written consent consent, which may be withheld in such BankLender’s sole discretion, and (iv) the Borrower, not the Banks or the Administrative Agent, shall be responsible for arranging for Persons to provide the additional Commitment amounts; and (v) any Person providing any additional Additional Commitment amount that is not already a Lender must qualify as an Eligible Assignee and be reasonably acceptable to the Administrative Agent if such Person is not already a BankAgent, the L/C Issuers and the Borrowers’ Agent. In connection with any such increase in the Total Commitments the parties shall execute any documents reasonably requested in connection with or to evidence such increase, including without limitation an amendment to this Agreement. (b) On . In the date (“Funding Date”) event of any future increase in the Total Commitments permitted by pursuant to this Agreement, such date designated by the Administrative AgentSection 2.1(b), the Banks whose Commitments have increased in connection with such future L/C Sublimit and the Swing Line Sublimit shall increase automatically pro rata on a percentage basis (i.e. any percentage increase in the Total Commitments shall fund to the Administrative Agent such amounts as may be required to cause each aggregate amount of them to hold its Pro Rata Share of Advances based upon the Commitments as of such Funding Date, pursuant to this Section shall result in an equal percentage increase the Swing Line Sublimit and the Administrative Agent shall distribute the funds so received to the other Banks in such amounts as may be required to cause each of them to hold its Pro Rata Share of Advances as of such Funding Date. The Banks receiving such amounts to be applied to LIBOR Advances may demand payment of the breakage costs under Section 2.08 as though the Borrower had elected to prepay such LIBOR Advances on such date and the Borrower shall pay the amount so demanded as provided in Section 2L/C Sublimit).

Commitment Increases. (a) The Subject to the restrictions set forth in the Commitment Letter, the Borrower shall be entitled to request that the Total Commitments be increased to an amount not exceeding Five Four Hundred Million Dollars ($500,000,000400,000,000); , provided that (i) no Default then exists, (ii) the Borrower gives the Banks thirty (30) days’ prior written notice of such election, (iii) no Bank shall be obligated to increase such Bank’s Commitment without such Bank’s written consent which may be withheld in such Bank’s sole discretion, (iv) the Borrower, not the Banks or the Administrative Agent, shall be responsible for arranging for Persons to provide the additional Commitment amounts; and (v) any Person providing any additional Commitment amount must qualify as an Eligible Assignee and be reasonably acceptable to the Administrative Agent if such Person is not already a Bank. In connection with any such increase in the Total Commitments the parties shall execute any documents reasonably requested in connection with or to evidence such increase, including without limitation an amendment to this Agreement. (b) On the date (“Funding Date”) of any future increase in the Total Commitments permitted by this Agreement, such date designated by the Administrative Agent, the Banks whose Commitments have increased in connection with such future increase in the Total Commitments shall fund to the Administrative Agent such amounts as may be required to cause each of them to hold its Pro Rata Share of Advances based upon the Commitments as of such Funding Date, and the Administrative Agent shall distribute the funds so received to the other Banks in such amounts as may be required to cause each of them to hold its Pro Rata Share of Advances as of such Funding Date. The Banks receiving such amounts to be applied to LIBOR Advances may demand payment of the breakage costs under Section 2.08 as though the Borrower had elected to prepay such LIBOR Advances on such date and the Borrower shall pay the amount so demanded as provided in Section 2.

Commitment Increases. (a) The Borrower shall be entitled to request that the Total Commitments be increased to an amount not exceeding Five Hundred Million Dollars ($500,000,000); provided that (i) no Default then exists, (ii) the Borrower gives the Banks thirty (30) days’ prior written notice of such election, (iii) no Bank shall be obligated to increase such Bank’s Commitment without such Bank’s written consent which may be withheld in such Bank’s sole discretion, (iv) the Borrower, not the Banks or the Administrative Agent, shall be responsible for arranging for Persons to provide the additional Commitment amounts; and (v) any Person providing any additional Commitment amount must qualify as an Eligible Assignee and be reasonably acceptable to the Administrative Agent if such Person is not already a Bank. In connection with any such increase in the Total Commitments the parties shall execute any documents reasonably requested in connection with or to evidence such increase, including without limitation an amendment to this Agreement. (b) On the date (“Funding Date”) of any future increase in the Total Commitments permitted by this Agreement, such date designated by the Administrative Agent, the Banks whose Commitments have increased in connection with such future increase in the Total Commitments shall fund to the Administrative Agent such amounts as may be required to cause each of them to hold its Pro Rata Share of Advances based upon the Commitments as of such Funding Date, and the Administrative Agent shall distribute the funds so received to the other Banks in such amounts as may be required to cause each of them to hold its Pro Rata Share of Advances as of such Funding Date. The Banks receiving such amounts to be applied to LIBOR Advances may demand payment of the breakage costs under Section 2.08 as though the Borrower had elected to prepay such LIBOR Advances on such date and the Borrower shall pay the amount so demanded as provided in Section 2.fund