Common use of Increase Clause in Contracts

Increase. (a) The Company may by giving prior notice to the Agent by no later than the date falling 20 Business Days after the effective date of a cancellation of: (i) the Available Commitments of a Defaulting Lender in accordance with Clause 9.5 (Right of cancellation in relation to a Defaulting Lender); or (ii) the Commitments of a Lender in accordance with Clause 9.1 (Illegality), request that the Total Commitments be increased (and the Total Commitments shall be so increased) in an aggregate Base Currency Amount of up to the amount of the Available Commitments or Commitments so cancelled as follows: (iii) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Increase Lender”) selected by the Company (each of which shall not be an Investor Affiliate or a member of the Group) and which is further acceptable to the Agent (acting reasonably) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender; (iv) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (v) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (vi) the Commitments of the other Lenders shall continue in full force and effect; and (vii) any increase in the Total Commitments shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Company and the Increase Lender. (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2. (e) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter. (f) Clause 27.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. (a) The Company may by giving prior notice to the Agent by no later than the date falling 20 five Business Days after the effective date of a cancellation of: (i) the Available Commitments of a Defaulting Lender in accordance with Clause 9.5 9.14 (Right of cancellation in relation to a Defaulting Lender); or (ii) the Commitments of a Lender in accordance with Clause 9.1 (Illegality), request that the Total Commitments be increased (and the Total Commitments under that Facility shall be so increased) in an aggregate amount in the Base Currency Amount of up to the amount of the Available Commitments or Commitments so cancelled as follows: (iii) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Increase Lender”) selected by the Company (each of which shall not be an Investor Affiliate or a member of the Group) Group and which is further acceptable to the Agent (acting reasonably)) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender; (iv) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (v) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (vi) the Commitments of the other Lenders shall continue in full force and effect; and (vii) any increase in the Total Commitments shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) increase the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Company and the Increase Lender. (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of promptly on demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.22.3. (e) The Company may shall pay to the Increase Lender a fee in the amount and at the times as may be agreed between the Company and the Increase Lender in a Fee Letter. (f) Clause 27.4 25.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 2.3 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. (a) The Company Borrower may by giving prior notice to the Facility Agent by no later than the date falling 20 ten (10) Business Days after the effective date of a cancellation of: (ia) the Available Commitments undrawn Commitment of a Defaulting Lender in accordance with Clause clause 9.5 (Right of cancellation in relation to a Defaulting Lender); or (iib) the Commitments Commitment of a Lender in accordance with Clause with: (i) clause 9.1 (Illegality); or (ii) clause 9.3 (Right of cancellation and prepayment in relation to a single Lender), request that the Total Commitments be increased (and the Total Commitments shall be so increased) in an aggregate Base Currency Amount amount of up to the amount of the Available Commitments or Commitments Commitment so cancelled as follows: (iiiA) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Increase Lender”) selected by the Company Borrower (each of which shall not be an Investor Affiliate or a member of the GroupGroup member) and which is further acceptable to K-sure in case such Commitment relates to the Agent (acting reasonably) K-sure Facility and each of which confirms in writing (whether in the relevant Increase Confirmation or otherwise) its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender); (ivB) each of the Obligors Borrower and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors Borrower and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (vC) each Increase Lender shall become a Party as a “‘‘Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (viD) the Commitments of the other Lenders shall continue in full force and effect; and (viiE) any increase in the Total Commitments shall take effect on the date specified by the Company Borrower in the notice referred to above or any later date on which the conditions set out in paragraph (b) below clause 2.3 are satisfied. (b) An increase in the Total Commitments will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Company and the Increase Lender. (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2. (e) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter. (f) Clause 27.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. (a) The Company may by giving prior notice to the Facility Agent by no later than the date falling 20 within ten Business Days after of the effective date of a cancellation of: (i) the Available undrawn Commitments of a Defaulting Lender in accordance with Clause 9.5 under Subclause 31.4 (Right of cancellation in relation to a Defaulting Lender); , or (ii) the Commitments Commitment of a Lender in accordance with Clause 9.1 Subclause 10.1 (IllegalityMandatory prepayment — illegality), request that the Total Commitments be increased (and the Total Commitments shall be so increased) in an aggregate Base Currency Amount of up to the amount of the Available undrawn Commitments or Commitments so cancelled as followsthe Commitments, referred to above, which have been cancelled. (b) Following a request under paragraph (a) above: (iiii) the increased Commitments Commitment will be assumed by one or more Lenders a Lender or other banksbank or financial institution or trust, financial institutions, trusts, funds fund or other entities entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (each other than a Subsidiary of the Company) (an “Increase Lender”) selected by the Company (each and in respect of which shall not be an Investor Affiliate or a member of the Group) and which is further acceptable to the Facility Agent (acting reasonably) has carried out and been satisfied with the results of all customer due diligence requirements, and each of which confirms its willingness to assume and does assume that it has assumed all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, Commitment as if it had been an Original Lender; (ivii) each of the Obligors and any the Increase Lender shall will assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (viii) each the Increase Lender shall will become a Party as a “Lender” Lender and any the Increase Lender and each of the other Finance Parties shall will assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (viiv) the Commitments of the other Lenders shall will continue in full force and effect; and (viiv) any the increase in the Total Commitments shall take effect will become effective on the date specified by the Company referred to in the notice referred to delivered under paragraph (a) above or any later date on which the conditions set out in paragraph (bc) below are satisfied. (bc) An increase in the Total Commitments will only be effective on: (i) the execution by the Facility Agent of an confirmation (the Increase Confirmation Confirmation) from the relevant Increase Lender substantially in the form set out in Schedule 9 (Form of Increase Confirmation) that the Increase Lender will assume the same obligations to the other Finance Parties as it would have been under if it had been an Original Lender;; and (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) increase the performance by the Facility Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations customer due diligence requirements in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Facility Agent shall must promptly notify to the Company and the Increase Lender. (cd) Each Increase Lender, by executing entering into the Increase Confirmation, confirms (for the avoidance of doubt) that the Facility Agent has authority to execute enter into on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or relevant Lenders in accordance with this Agreement on or prior to before the date on which the increase becomes effective. (de) Unless the Facility Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, must on the date upon which that the increase takes effectbecomes effective, pay to the Facility Agent (for its own account) a fee of £1,500 US$3,500 and the Company shall within three (3) Business Days of must promptly on demand pay the Agent and the Security Facility Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate it in connection with any increase in Commitments under this Clause 2.2Clause. (ef) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letterletter which for these purposes is designated a Finance Document. (fg) Clause 27.4 Subclause 30.8 (Limitation of responsibility of Existing LendersLender) shall apply mutatis mutandis in this Clause 2.2 applies in relation to an Increase Lender as if references in that Clause Subclause to: (i) an “Existing Lender” Lender were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” Lender were references to that “Increase Lender”; and (iii) a “re-transfer” transfer and “re-assignment” assignment were references to respectively a “transfer” transfer and “assignment”. (h) The Facility Agent must, as soon as reasonably practicable, after it has executed an Increase Confirmation send a copy to the Company.

Increase. (a) The Company may Borrower may, from time to time, by giving prior means of a notice delivered to the Agent by no later than the date falling 20 Business Days after the effective date of a cancellation of: (i) the Available Commitments of a Defaulting Lender in accordance with Clause 9.5 (Right of cancellation in relation to a Defaulting Lender); or (ii) the Commitments of a Lender in accordance with Clause 9.1 (Illegality)Administrative Agent, request that the Total aggregate amount of the Commitments be increased by (and the Total Commitments shall be so increasedi) in an aggregate Base Currency Amount of up to increasing the amount of the Available Commitments or Commitments so cancelled as follows: (iii) the increased Commitments will be assumed by Commitment of one or more Lenders or other banks, financial institutions, trusts, funds or other entities that have agreed (in their sole and individual discretion) to such increase (each an “Increase Increasing Lender”) selected by the Company and/or (ii) adding one or more Eligible Assignees as parties hereto (each an “Additional Lender”) with Commitments in amounts agreed to by such Additional Lenders; provided that (A) any such increase shall be in an aggregate amount of $50,000,000 or a higher integral multiple of $5,000,000, (B) no Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent to the extent such consent would be required for an assignment to such Additional Lender pursuant to Section 8.07 (which consent shall not be an Investor Affiliate unreasonably withheld, conditioned or delayed), (C) the aggregate Commitments after giving effect to any such increase shall not exceed $7,000,000,000, and (D) as a member condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate dated as of the GroupIncrease Effective Date (as defined below) and which is further acceptable to the Agent (acting reasonably) and each of which confirms its willingness to assume and does assume all the obligations of signed by a Lender corresponding to that part Responsible Officer of the increased Commitments which it Borrower certifying that before and after giving effect to such increase (1) no Default has occurred and is to assume, continuing as if it had been an Original Lender; of the date of such increase or would result from such increase and (iv2) each of the Obligors representations and warranties set forth in Section 4.01 are true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as of the date of such increase, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date; provided, that for purposes of this Section 2.05(c), the representations and warranties contained in Section 4.01(e) shall be deemed to refer to the most recent statements furnished pursuant to Section 5.01(i)(i) and 5.01(i)(ii). Any such increase in Commitments shall be effected pursuant to one or more Lender Joinder Agreements executed and delivered by the Borrower, the Administrative Agent and the Increasing Lenders and/or Additional Lenders, as applicable (the date on which such Lender Joinder Agreement(s) are delivered, the “Increase Effective Date”). The Lender Joinder Agreement(s) may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate in the opinion of the Administrative Agent, to effect the provisions of this Section 2.05(c). On the Increase Effective Date, (x) each Lender shall assume obligations towards one another and/or acquire rights against one another as advance funds required (if any) to cause all outstanding Advances and unused Commitments to be held on a pro rata basis in accordance with the Obligors respective Commitments of each Lender after giving effect to such increase (for each Lender, its “Revised Percentage”) and (y) the Administrative Agent shall use any funds so received to repay the Advances of each Lender to the extent required so that such Lender has its Revised Percentage of all outstanding Advances (it being understood that the Borrower shall be responsible for any break funding payments owing pursuant to Section 8.04(c) resulting from such repayments). The Administrative Agent shall promptly notify the Borrower and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (v) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each Lenders of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (vi) the Commitments of the other Lenders shall continue in full force and effect; and (vii) any increase in the Total Commitments shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption amount of the increased Commitments by that Increase Lender, the completion pursuant to this Section 2.05(c) and of which the Agent shall promptly notify to the Company and the Increase Lender. (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either the Commitment of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2each Lender after giving effect thereto. (e) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter. (f) Clause 27.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. (a) The Company Borrower may by giving prior notice to the Agent by no later than the date falling 20 10 Business Days after the effective date of a cancellation of: (i) of the Available Commitments Commitment or the Revolving Facility Commitment of a Defaulting an Illegal Lender in accordance with Clause 9.5 8.1 (Right of cancellation in relation to a Defaulting Lender); or (iiIllegality) the Commitments of a or Replaceable Lender in accordance with Clause 9.1 37.7 (IllegalityCancellation and repayment of a Replaceable Lender (other than an Illegal Lender), ) (such Available Commitment or Revolving Facility Commitment so cancelled being the “Cancelled Commitment”) request that the Total Revolving Facility Commitments be increased (and the Total Revolving Facility Commitments shall be so increased) in by an aggregate Base Currency Amount amount in Hong Kong dollars of up to the amount of the Available Commitments or Commitments so cancelled Cancelled Commitment as follows: (iiii) the such increased Revolving Facility Commitments will be assumed by one or more Lenders or persons (other banks, financial institutions, trusts, funds or other entities than a Group Member) (each an “Increase Lender”) selected by the Company (each of which shall not be an Investor Affiliate or a member of the Group) and which is further acceptable to the Agent (acting reasonably) Borrower and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the such increased Revolving Facility Commitments under that Facility which it is to assumeassume (the “Assumed Commitment” of such Increase Lender), as if it had been an Original Lender; (ivii) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the that Increase Lender been an Original Lender (with the Assumed Commitment in respect of such Increase Lender, in addition to any other Commitment which such Increase Lender may otherwise have in accordance with this Agreement); (viii) each Increase Lender shall become a Party as a “Lender” and any Increase Lender (with the Assumed Commitment in respect of such Increase Lender, in addition to any other Commitment which such Increase Lender may otherwise have in accordance with this Agreement) and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (viiv) the Commitments of the other Lenders shall continue in full force and effect; and (viiv) any such increase in the Total Revolving Facility Commitments shall take effect on the later of (1) the date specified by the Company Borrower in the notice referred to above or (2) any later date on which the conditions set out in paragraph (b) below are satisfiedsatisfied in respect of such increase. (b) An increase in the Total Revolving Facility Commitments pursuant to this Clause 2.2 will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the each relevant Increase LenderLender in respect of such increase, which the Agent shall execute promptly on request; (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (Biii) in relation to an Increase Lender which is not a Lender immediately prior to the performance by relevant increase, the Agent of being satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Assumed Commitments by that Increase Lender, the completion of which the . The Agent shall promptly notify to the Company Borrower and the Increase LenderLender upon being so satisfied. (c) Each Increase Lender, by executing the an Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase in Revolving Facility Commitments (to which such Increase Confirmation relates) becomes effective. (d) Unless The Borrower shall promptly on demand pay the Agent otherwise agrees and the Common Security Agent the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent or the increased Commitment is assumed Common Security Agent (as applicable and, in the case of the Common Security Agent, by an existing Lender, the Company any Receiver or Delegate) in connection with any increase in Revolving Facility Commitments under this Clause 2.2. (e) An Increase Lender shall, on the date upon which the increase its assumption of any Assumed Commitment takes effect, pay to the Agent (for its own account) a fee of £1,500 in an amount equal to the fee which would be payable under Clause 25.2 (Assignment or transfer fee) if such assumption was a transfer pursuant to Clause 25.5 (Procedure for transfer) and if the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2Increase Lender was a New Lender. (ef) The Company Borrower may pay to the an Increase Lender a fee in the amount and at the times agreed between the Company Borrower and the that Increase Lender in a Fee Letter. (fg) Clause 27.4 25.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. (a) The Company Italian Borrower may by giving prior notice to the Agent by no later than the date falling 20 10 Business Days after the effective date of a cancellation of: (i) the Available Commitments of a Defaulting Lender in accordance with Clause 9.5 8.6 (Right of cancellation in relation to a Defaulting Lender); or (ii) the Commitments of a Lender in accordance with Clause 9.1 8.1 (Illegality), request that the Total Commitments be increased (and the Total Commitments under that Facility shall be so increased) in an aggregate amount in the Base Currency Amount of up to the amount of the Available Commitments or Commitments so cancelled as follows: (iii) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Increase Lender”) selected by the Company Italian Borrower (each of which shall not be an Investor Affiliate a Qualified Shareholder or a member of the Group) Group and which is further acceptable to the Agent (acting reasonably)) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original existing Lender; (iv) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (v) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (vi) the Commitments of the other Lenders shall continue in full force and effect; and (vii) any increase in the Total Commitments shall take effect on the date specified by the Company Italian Borrower in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) , the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Company Italian Borrower and the Increase Lender. (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company Italian Borrower shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of demand effect pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate Agent in connection with any increase in Commitments under this Clause 2.2. (e) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter. (f) Clause 27.4 24.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. (a) The Company Borrower may by giving prior notice to the Agent by no later than the date falling 20 10 Business Days after the effective date of a cancellation of: (i) the Available Commitments of a Defaulting Lender in accordance with Clause 9.5 8.4 (Right of cancellation in relation to a Defaulting Lender); or (ii) the Commitments of a Lender in accordance with with: (A) Clause 9.1 (Illegality); or (B) paragraph (a) of Clause 8.3 (Right of cancellation and repayment in relation to a single Lender), request that the Total Commitments relating to any Facility be increased (and the Total Commitments relating to that Facility shall be so increased) in an aggregate Base Currency Amount amount of up to the amount of the Available Commitments or Commitments relating to that Facility so cancelled as follows: (iii) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities Eligible Institutions (each an “Increase Lender”) selected by the Company (each of which shall not be an Investor Affiliate or a member of the Group) and which is further acceptable to the Agent (acting reasonably) and each of which confirms in writing (whether in the relevant Increase Confirmation or otherwise) its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original LenderLender in respect of those Commitments; (iv) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original LenderLender in respect of that part of the increased Commitments which it is to assume; (v) each Increase Lender shall become a Party as a “Lender” Lender and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original LenderLender in respect of that part of the increased Commitments which it is to assume; (vi) the Commitments of the other Lenders shall continue in full force and effect; and (vii) any increase in the Total Commitments shall relating to a Facility shall, subject to the conditions set out in paragraph (d) below, take effect on the date specified by the Company Borrower in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfiedAgent executes an otherwise duly completed Increase Confirmation delivered to it by the relevant Increase Lender. (b) An increase The Agent shall, subject to paragraph (c) below, as soon as reasonably practicable after receipt by it of a duly completed Increase Confirmation appearing on its face to comply with the terms of this Agreement and delivered in accordance with the Total Commitments will terms of this Agreement, execute that Increase Confirmation. (c) The Agent shall only be effective on: (i) the execution by the Agent of obliged to execute an Increase Confirmation from the relevant Increase Lender; (ii) in relation delivered to it by an Increase Lender which once it is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for satisfied it to accede as a party to the Intercreditor Agreement; and (B) the performance by the Agent of has complied with all necessary “"know your customer” " or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Company and the Increase Lender. (cd) An increase in the Commitments relating to a Facility will only be effective if the Increase Lender enters into the documentation required for it to accede as a party to the Intercreditor Agreement. (e) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effectiveeffective in accordance with this Agreement and that it is bound by that decision to the same extent as it would have been had it been an Original Lender. (df) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, The Borrower shall promptly on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2. (eg) The Company Increase Lender shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee in an amount equal to the fee which would be payable under Clause 27.4 (Assignment or transfer fee) if the increase was a transfer pursuant to Clause 27.6 (Procedure for transfer) and if the Increase Lender was a New Lender. (h) The Borrower may pay to the Increase Lender a fee in the amount and at the times agreed between the Company Borrower and the Increase Lender in a Fee Letter. (fi) Neither the Agent nor any Lender shall have any obligation to find an Increase Lender and in no event shall any Lender whose Commitment is replaced by an Increase Lender be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents. (j) Clause 27.4 27.5 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” Lender were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” Lender were references to that “Increase Lender”; and (iii) a “re-transfer” transfer and “re-assignment” assignment were references to respectively a “transfer” transfer and “assignment”.

Increase. (a) The Company may by giving prior notice to the Agent by no later than the date falling 20 5 Business Days after the effective date of a cancellation of: (i) the Available Commitments of a Defaulting Lender in accordance with Clause 9.5 9.6 (Right of prepayment or cancellation in relation to a Defaulting Lender); or (ii) the Commitments of a Lender in accordance with Clause 9.1 (Illegality) or 9.5 (Right of replacement or repayment and cancellation in relation to a single Lender), request that the Total Commitments be increased (and the Total Commitments shall be so increased) in an aggregate amount in the Base Currency Amount of up to the amount of the Available Commitments or Commitments so cancelled as follows: (iii) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Increase Lender”) selected by the Company (each of which shall not be an Investor Affiliate or a member of the Group) and which is further acceptable to the Agent (acting reasonably)) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender. For the avoidance of doubt a Lender is not under any obligation to assume any increase in its Commitment; (iv) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (v) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (vi) the Commitments of the other Lenders shall continue in full force and effect; and (vii) any increase in the Total Commitments shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender;; and (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreementan Increase Confirmation; and (B) the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Company and the Increase Lender. (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company Increase Lender shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 to the extent agreed and the Company shall within three (3) Business Days of promptly on demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate it in connection with any increase in Commitments under this Clause 2.2. (e) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter. (f) Clause 27.4 25.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. (a) The Company may by giving prior notice to the Agent by no later than the date falling 20 Business Days after the effective date of a cancellation of: (i) the Available Commitments of a Defaulting Lender in accordance with paragraph (g) of Clause 9.5 7.4 (Right of prepayment and cancellation in relation to a Defaulting single Lender); or (ii) the Commitments of a Defaulting Lender in accordance with paragraph (h) of Clause 9.1 7.4 (Right of prepayment and cancellation in relation to a single Lender); or (iii) the Commitments of a Lender in accordance with: (A) Clause 7.1 (Illegality); or (B) paragraph (a) of Clause 7.4 (Right of prepayment and cancellation in relation to a single Lender), request that the Total Commitments be increased (and the Total Commitments shall be so increased) in an aggregate Base Currency Amount amount of up to the amount of the Available Commitments or Commitments so cancelled as follows: (iiiA) the increased Commitments will be assumed by one or more Lenders or other banks, banks or financial institutions, trusts, funds institutions (or any other entities person approved in writing by the Company) (each an “Increase Lender”) selected by the Company (each of which shall not be an Investor Affiliate or a member of the Group) and which is further acceptable to the Agent (acting reasonably) and each of which confirms in writing whether in the relevant Increase Confirmation or otherwise its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original LenderLender (for the avoidance of doubt, no Party shall be obliged to assume the obligations of a Lender pursuant to this Clause 2.2 (Increase) without the prior consent of that Party); (ivB) each of the Obligors Company and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors Company and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (vC) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (viD) the Commitments of the other Lenders shall continue in full force and effect; and (viiE) any increase in the Total Commitments shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender;; and (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) the performance by , the Agent of being satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the . The Agent shall promptly notify to the Company and the Increase LenderLender upon being so satisfied. (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2. (e) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter. (f) Clause 27.4 21.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. (a) The Company may by giving prior notice to the Facility Agent by no later than the date falling 20 five Business Days after the effective date of a cancellation of: (i) the Available Commitments Commitment of a Defaulting Lender in accordance with Clause 9.5 7.12 (Right of cancellation in relation to a Defaulting Lender); or (ii) the Commitments of a Lender in accordance with Clause 9.1 7.1 (Illegality), request that the Total Commitments be increased (and the Total Commitments under the Facility shall be so increased) in an aggregate amount in the Base Currency Amount of up to the amount of the Available Commitments or Commitments so cancelled as follows: (iii) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Increase Lender”) selected by the Company (each of which shall not be an Investor Affiliate or a member of the Group) Group and which is further acceptable to the Facility Agent (acting reasonably)) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender; it being understood and agreed, for the avoidance of doubt, that nothing herein shall place any Lender under an obligation to assume any such increased Commitments; (iv) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (v) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume the same obligations towards one another and acquire the same rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (vi) the Commitments of the other Lenders shall continue in full force and effect; and (vii) any increase in the Total Commitments shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments will only be effective on: (i) the execution by the Facility Agent of an Increase Confirmation from the relevant Increase Lender;; and (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) increase the performance by the Facility Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Facility Agent shall promptly notify to the Company and the Increase Lender. (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Facility Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, on the date upon which the increase takes effect, pay to the Facility Agent (for its own account) a fee of £1,500 €3,000 and the Company shall within three (3) Business Days of promptly on demand pay to the Agent and the Security Facility Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate it in connection with any increase in Commitments under this Clause 2.2. (e) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter. (f) Clause 27.4 22.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and or “re-assignment” were references to respectively a “transfer” and or “assignment”.

Increase. (a) The Company may by giving prior notice to the Agent by no later than the date falling 20 Business Days after the effective date of a cancellation of: (i) the Available Commitments of a Defaulting Lender in accordance with paragraph (g) of Clause 9.5 7.4 (Right of prepayment and cancellation in relation to a Defaulting single Lender); or (ii) the Commitments of a Defaulting Lender in accordance with paragraph (h) of Clause 9.1 7.4 (Right of prepayment and cancellation in relation to a single Lender); or (iii) the Commitments of a Lender in accordance with: (A) Clause 7.1 (Illegality); or (B) paragraph (a) of Clause 7.4 (Right of prepayment and cancellation in relation to a single Lender), request that the Total Commitments be increased (and the Total Commitments shall be so increased) in an aggregate Base Currency Amount amount of up to the amount of the Available Commitments or Commitments so cancelled as follows: (iiiiv) the increased Commitments will be assumed by one or more Lenders or other banks, banks or financial institutions, trusts, funds institutions (or any other entities person approved in writing by the Company) (each an “Increase Lender”) selected by the Company (each of which shall not be an Investor Affiliate or a member of the Group) and which is further acceptable to the Agent (acting reasonably) and each of which confirms in writing whether in the relevant Increase Confirmation or otherwise its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender; (ivv) each of the Obligors Company and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors Company and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (vvi) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (vivii) the Commitments of the other Lenders shall continue in full force and effect; and (viiviii) any increase in the Total Commitments shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender;; and (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) the performance by , the Agent of being satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the . The Agent shall promptly notify to the Company and the Increase LenderLender upon being so satisfied. (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2. (e) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter. (f) Clause 27.4 21.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. (a) The Company may by giving prior notice to the Agent by no later than the date falling 20 Business Days after the effective date of a cancellation of: (i) the Available Commitments of a Defaulting Lender in accordance with Clause 9.5 7.1 (Right of cancellation in relation to a Defaulting LenderIllegality); or (ii) the Commitments of a Lender in accordance with Clause 9.1 36.5 (IllegalityReplacement of a Lender), request that the Total Commitments be increased (and the Total Commitments under that Facility shall be so increased) in an aggregate amount in the applicable Base Currency Amount of up to the amount of the Available Commitments or Commitments so cancelled as follows: (iiiA) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds funds, entities or other entities persons (each an “"Increase Lender”") selected by the Company (each of which shall not be an Investor Affiliate or a member of the Group) , and which is further acceptable satisfies all the Agent's "know your customer" or similar checks referred to the Agent in paragraph (acting reasonablyb)(ii)(B) below, and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original LenderLender (for the avoidance of doubt, no Party shall be obliged to assume the obligations of a Lender pursuant to this sub-paragraph (A) without the prior consent of that Party)); (ivB) each of the Obligors Borrower and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors Borrower and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (vC) each Increase Lender shall become a Party as a “Lender” Lender and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (viD) the Commitments of the other Lenders shall continue in full force and effect; and (viiE) any increase in the Total Commitments shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender;Lender which the Agent shall, if all applicable conditions set out in this Clause are satisfied, execute promptly on request; 50 Project Meria: Senior Facilties Agreement (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor AgreementAgreement in the applicable capacity; and (B) the performance by the Agent of all necessary “"know your customer” " or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Company and the Increase Lender. (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Existing Lender, the Company Increase Lender shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 in an amount equal to the fee which would be payable under Clause 24.5 (Assignment or transfer fee) if the increase was a transfer pursuant to Clause 24.7 (Procedure for transfers) and if the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2Increase Lender was a New Lender. (e) The Company (or another member of the Group) may pay to the Increase Lender a fee in the amount and at the times agreed between the Company (or another member of the Group) and the Increase Lender in a Fee Letter. (f) Clause 27.4 24.6 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 2.3 in relation to an Increase Lender as if references in that Clause to: (i) an “"Existing Lender” " were references to all the Lenders immediately prior to the relevant increase; (ii) the “"New Lender” " were references to that “Increase Lender”; and (iii) a “re-transfer” transfer and “re-assignment” assignment were references to respectively a “transfer” transfer and “assignment”. (g) The Finance Parties shall be required to enter into any amendment to the Finance Documents (including in relation to any changes to, the taking of, or the release coupled with the retaking of, Transaction Security in accordance with the Intercreditor Agreement) required by the Company in order to facilitate or reflect any of the matters contemplated by this Clause 2.3. The Agent and the Security Agent are each authorised and instructed by each Finance Party (without any consent, sanction, authority or further confirmation from them) to execute any such amended or replacement Finance Documents (and shall do so on the request of and at the cost of the Company).

Increase. (a) Notwithstanding Clause 2.1 (The Original Revolving Facility) above, and in addition to paragraph (b) below, the Company may with the prior consent of a Lender, any bank, financial institution, trust, fund or any other entity selected by the Company (each an Increase Lender) and by giving 5 Business Days prior notice to the Facility Agent (or such shorter period as may be agreed between the Company and the Facility Agent (without any requirement for consent from any other Finance Party)), increase the Commitments under any Facility by including any new Commitments of any Increase Lender provided that: (i) no Event of Default is continuing; and (ii) each Increase Lender confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume as if it had been an Original Lender by executing an Increase Confirmation. (b) The Company may by giving prior notice to the Facility Agent by no later than the date falling 20 thirty Business Days after the effective date of a cancellation of: (i) the Available Commitments of a Defaulting Lender in accordance with Clause 9.5 (Right of cancellation in relation to a Defaulting Lender); or (ii) the Commitments of a Lender in accordance with Clause 9.1 (Illegality), request that the Total Commitments relating to any Facility be increased (and the Total Commitments under that Facility shall be so increased) in an aggregate Base Currency Amount amount in the relevant currency of up to the amount of the Available Commitments or Commitments relating to that Facility so cancelled as follows: (iii) and the increased Commitments will be assumed by one or more Increase Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Increase Lender”) selected by the Company (each of which shall not be an Investor Affiliate or a member of the Group) and which is further acceptable to the Agent (acting reasonably) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, assume as if it had been an Original Lender;Lender by executing an Increase Confirmation. (ivc) each Each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender;. (vd) each Each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender;. (vie) the The Commitments of the other Lenders shall continue in full force and effect; and (viif) any An increase in the Total Commitments relating to a Facility shall take effect on the date specified by the Company in the any relevant notice referred to in paragraph (a) or (b) above (as applicable) or any later date on which the conditions set out in paragraph (bg) below are satisfied. (bg) An increase in the Total Commitments relating to a Facility will only be effective on: (i) the execution by the Facility Agent of an Increase Confirmation from the relevant Increase Lender;; and (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) the performance by the Facility Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Facility Agent shall promptly notify to the Company and the Increase Lender. (ch) The Company may pay to any Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender. (i) Each Increase Lender, by executing the an Increase Confirmation, confirms (for the avoidance of doubt) that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (dj) Unless The execution by the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 Parent and the Company of an Increase Confirmation constitutes confirmation from each Guarantor that its obligations under Clause 21 (Guarantee and Indemnity) shall within three (3) Business Days of demand pay continue unaffected except that those obligations shall extend to the Agent and Total Commitments as increased by the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case addition of the Security Agent, by new Commitments of any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2Increase Lender and shall be owed to each Finance Party including the relevant Lender. (e) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter. (fk) Clause 27.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 2.4 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. (a) The Company Parent may by giving prior notice to the Agent by no later than the date falling 20 ten Business Days after the effective date of a cancellation of: (i) the Available Commitments of a Defaulting Lender in accordance with Clause 9.5 8.6 (Right of cancellation in relation to a Defaulting Lender); or (ii) the Commitments of a Lender in accordance with with: (A) Clause 9.1 8.1 (Illegality); or (B) paragraph (a) of Clause 8.5 (Right of cancellation and repayment in relation to a single Lender), request that the Total Commitments relating to any Facility be increased (and the Total Commitments relating to that Facility shall be so increased) in an aggregate Base Currency Amount of amount up to the amount of the Available Commitments or Commitments relating to that Facility so cancelled as follows: (iii) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities Eligible Institutions (each an “Increase Lender”) selected by the Company (each of which shall not be an Investor Affiliate or a member of the Group) and which is further acceptable to the Agent (acting reasonably) and each of which confirms in writing (whether in the relevant Increase Confirmation or otherwise) its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original LenderLender in respect of those Commitments; (iv) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original LenderLender in respect of that part of the increased Commitments which it is to assume; (v) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original LenderLender in respect of that part of the increased Commitments which it is to assume; (vi) the Commitments of the other Lenders shall continue in full force and effect; and (vii) any increase in the Total Commitments shall relating to a Facility shall, subject to the conditions set out in paragraph (d) below, take effect on the date specified by the Company Parent in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfiedAgent executes an otherwise duly completed Increase Confirmation delivered to it by the relevant Increase Lender. (b) An increase The Agent shall, subject to paragraph (c) below, as soon as reasonably practicable after receipt by it of a duly completed Increase Confirmation appearing on its face to comply with the terms of this Agreement and delivered in accordance with the Total Commitments will terms of this Agreement, execute that Increase Confirmation. (c) The Agent shall only be effective on: (i) the execution by the Agent of obliged to execute an Increase Confirmation from the relevant Increase Lender; (ii) in relation delivered to it by an Increase Lender which once it is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for satisfied it to accede as a party to the Intercreditor Agreement; and (B) the performance by the Agent of has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Company and the Increase Lender. (cd) An increase in the Commitments relating to a Facility will only be effective on the date specified by the Parent in the notice referred to above. (e) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effectiveeffective in accordance with this Agreement and that it is bound by that decision to the same extent as it would have been had it been an Original Lender. (df) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, The Parent shall promptly on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2. (eg) The Company Increase Lender shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee in an amount equal to the fee which would be payable under Clause 26.5 (Assignment or transfer fee) if the increase was a transfer pursuant to Clause 26.7 (Procedure for transfer) and if the Increase Lender was a New Lender. (h) The Parent may pay to the Increase Lender a fee in the amount and at the times agreed between the Company Parent and the Increase Lender in a Fee Letter. (fi) Neither the Agent nor any Lender shall have any obligation to find an Increase Lender and in no event shall any Lender whose Commitment is replaced by an Increase Lender be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents. (j) Clause 27.4 26.6 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. (a) The Company may by giving prior notice to the Agent by no later than the date falling 20 Business Days after the effective date of a cancellation of: (i) the Available Commitments of a Defaulting Lender in accordance with Clause 9.5 8.6 (Right of cancellation in relation to a Defaulting Lender); or (ii) the Commitments of a Lender in accordance with with: (A) Clause 9.1 8.1 (Illegality); or (B) paragraph (a) of Clause 8.5 (Right of replacement or repayment and cancellation in relation to a single Lender), request that the Total Commitments relating to any Facility be increased (and the Total Commitments relating to that Facility shall be so increased) in an aggregate Base Currency Amount of amount up to the amount of the Available Commitments or Commitments relating to that Facility so cancelled as follows: (iiii) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “"Increase Lender”") selected by the Company (each of which shall not be an Investor Affiliate or a member of the Group) Group and which is further acceptable to the Agent (acting reasonably)) and each of which confirms in writing (whether in the relevant Increase Confirmation or otherwise) its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender; (ivii) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender. No Lender (or any successor thereto) shall have any obligations to increase its Commitment in relation to any Facility or incur any other obligations under this Agreement and the other Finance Documents whatsoever, and any decision by a Lender to increase its Commitment in relation to any Facility shall be made in it sole discretion independently from any other Lender; (viii) each Increase Lender shall become a Party as a “"Lender” " and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (viiv) the Commitments of the other Lenders shall continue in full force and effect; and (viiv) any increase in the Total Commitments relating to a Facility shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments relating to a Facility will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender;; and (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) the performance by increase the Agent of being satisfied that it has complied with all necessary “"know your customer” " or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the . The Agent shall promptly notify to the Company and the Increase LenderLender upon being so satisfied. (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2. (e) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter. (fe) Clause 27.4 24.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 2.3 in relation to an Increase Lender as if references in that Clause to: (i) an “"Existing Lender” " were references to all the Lenders immediately prior to the relevant increase; (ii) the “"New Lender” " were references to that “"Increase Lender”"; and (iii) a “"re-transfer” " and “"re-assignment” " were references to respectively a “"transfer” " and “"assignment”".

Increase. (a) The Company Borrower may by giving prior notice to the Agent by no later than the date falling 20 ten (10) Business Days after the effective date of a cancellation of: (i) the Available Commitments of a Defaulting Lender in accordance with paragraph (g) of Clause 9.5 9.13 (Right of replacement or repayment and cancellation in relation to a Defaulting single Lender); or (ii) the Commitments of a Lender in accordance with with: (A) Clause 9.1 (Illegality); or (B) Paragraph (a) of Clause 9.13 (Right of replacement or repayment and cancellation in relation to a single Lender), request that the Total Commitments relating to any Facility be increased (and the Total Commitments relating to that Facility shall be so increased) in an aggregate Base Currency Amount amount of up to the amount of the Available Commitments or Commitments relating to that Facility so cancelled as follows: (iiii) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities Eligible Institutions (each an “Increase Lender”) selected by the Company Borrower (each of which shall not be an Investor Affiliate or a member of the Group) and which is further acceptable to the Agent (acting reasonably) and each of which confirms in writing (whether in the relevant Increase Confirmation or otherwise) its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender; (ivii) each of the Obligors Borrower and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors Borrower and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (viii) each Increase Lender shall become a Party as a “Lender” Lender and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (viiv) the Commitments of the other Lenders shall continue in full force and effect; and (viiv) any increase in the Total Commitments relating to a Facility shall take effect on the date specified by the Company Borrower in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments relating to a Facility will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender;; and (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) the performance by , the Agent of being satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the . The Agent shall promptly notify to the Company Borrower and the Increase LenderLender upon being so satisfied. (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2. (e) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter. (f) Clause 27.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. (a) The Company may by giving prior notice to the Facility Agent by no later than the date falling 20 five Business Days after the effective date of a cancellation of: (i) the Available Commitments Commitment of a Defaulting Lender in accordance with Clause 9.5 7.11 (Right of cancellation in relation to a Defaulting Lender); or (ii) the Commitments of a Lender in accordance with Clause 9.1 7.1 (Illegality), request that the Total Commitments be increased (and the Total Commitments under the Facility shall be so increased) in an aggregate amount in the Base Currency Amount of up to the amount of the Available Commitments or Commitments so cancelled as follows: (iii) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Increase Lender”) selected by the Company (each of which shall not be an Investor Affiliate or a member of the Group) Group and which is further acceptable to the Facility Agent (acting reasonably)) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender; it being understood and agreed, for the avoidance of doubt, that nothing herein shall place any Lender under an obligation to assume any such increased Commitments; (iv) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (v) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume the same obligations towards one another and acquire the same rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (vi) the Commitments of the other Lenders shall continue in full force and effect; and (vii) any increase in the Total Commitments shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments will only be effective on: (i) the execution by the Facility Agent of an Increase Confirmation from the relevant Increase Lender;; and (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: increase (A) the Company confirming that the accession of the Increase Lender entering into does not result in a breach of the documentation required for it to accede as a party to the Intercreditor Agreement; and Swiss Non-Bank-Rules and (B) the performance by the Facility Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Facility Agent shall promptly notify to the Company and the Increase Lender. (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Facility Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, on the date upon which the increase takes effect, pay to the Facility Agent (for its own account) a fee of £1,500 €3,000 and the Company shall within three (3) Business Days of promptly on demand pay to the Agent and the Security Facility Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate it in connection with any increase in Commitments under this Clause 2.2. (e) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter. (f) Clause 27.4 22.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and or “re-assignment” were references to respectively a “transfer” and or “assignment”.

Increase. (a) The Company Borrower may by giving prior notice to the Facility Agent by no later than the date falling 20 Business Days after the effective date of a cancellation of: (i) the Available Commitments of a Defaulting Lender in accordance with Clause 9.5 7.7 (Right of cancellation in relation to a Defaulting Lender); or (ii) the Commitments of a Lender in accordance with with: (A) Clause 9.1 7.1 (Illegality); or (B) paragraph (a) of Clause 7.6 (Right of replacement or repayment and cancellation in relation to a single Lender), request that the Total Commitments be increased (and the Total Commitments shall be so increased) in an aggregate Base Currency Amount of up to the amount of the Available Commitments or Commitments so cancelled as follows:follows (and such that the Total Commitments after such increase will not exceed the Total Commitments at the date of this Agreement): (iii) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Increase Lender”) selected by the Company Borrower (each of which shall not be an Investor Affiliate or a member of the Group or any Affiliate of the members of the Group) and which is further acceptable to the Agent (acting reasonably) and each of which confirms in writing (in the relevant Increase Confirmation) its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender; (iv) each of the Obligors Borrower and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors Borrower and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (v) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (vi) the Commitments of the other Lenders shall continue in full force and effect; and (vii) any increase in the Total Commitments shall take effect on the date specified by the Company Borrower in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments relating to a Facility will only be effective on: (i) the execution by the Facility Agent of an Increase Confirmation from the relevant Increase Lender;; and (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) , the Facility Agent being satisfied that the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) the performance by the Agent of has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the . The Facility Agent shall promptly notify to the Company Borrower and the Increase LenderLender upon being so satisfied. (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, The Borrower shall promptly on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of demand pay the Agent and the Security Facility Agent the amount of all reasonable and documented costs and expenses properly incurred by it and reasonable expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2. (e) The Company Increase Lender shall, on the date upon which the increase takes effect, pay to the Facility Agent (for its own account) a fee in an amount equal to the fee which would be payable under Clause 22.3 (Assignment or transfer fee) if the increase was a transfer pursuant to Clause 22.5 (Procedure for transfer) and if the Increase Lender was a New Lender. (f) The Borrower may pay to the Increase Lender a fee in the amount and at the times agreed between the Company Borrower and the Increase Lender in a Fee Letter. (fg) In no event shall a Lender replaced under paragraph (a) above be required to pay or surrender to such Increase Lender any of the fees received by such Lender pursuant to the Finance Documents. (h) Clause 27.4 22.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. (a) The Company Borrower may by giving not less than five Business Days’ (or such shorter period as the Facility Agent and the Borrower may agree) prior notice to the Facility Agent by no later than the date falling 20 Business Days after the effective date of a cancellation of: (i) of the Available Commitments Commitment of a Defaulting an Illegal Lender in accordance with Clause 9.5 7.1 (Right of cancellation in relation to a Defaulting Lender); or (iiIllegality) the Commitments of a or Replaceable Lender in accordance with paragraph (a) of Clause 9.1 7.5 (Illegality), Replaceable Lender) (such Commitment so cancelled being the Cancelled Commitment) request that the Total Commitments be increased (and the Total Commitments under the Facility shall be so increased) in by an aggregate Base Currency Amount amount in US dollars of up to the amount of the Available Commitments or Commitments so cancelled Cancelled Commitment as follows: (iiii) the such increased Commitments under the Facility will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities persons (each an “Increase Lender”) selected by the Company (each of which shall not be an Investor Affiliate or a member of the Group) and which is further acceptable to the Agent (acting reasonably) and Borrower each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the such increased Commitments under the Facility which it is to assumeassume (the Assumed Commitment of such Increase Lender), as if it had been an Original Lender; (ivii) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the that Increase Lender been an Original Lender (with the Assumed Commitment in respect of such Increase Lender, in addition to any other Commitment which such Increase Lender may otherwise have in accordance with this Agreement); (viii) each Increase Lender shall become a Party as a “Lender” Lender and any Increase Lender (with the Assumed Commitment in respect of such Increase Lender, in addition to any other Commitment which such Increase Lender may otherwise have in accordance with this Agreement) and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (viiv) the Commitments of the other Lenders shall continue in full force and effect; and (viiv) any such increase in the Total Commitments under the Facility shall take effect on the later of: (A) the date specified by the Company Borrower in the notice referred to above or above; or (B) any later date on which the conditions set out in paragraph (b) below are satisfiedsatisfied in respect of such increase. (b) An increase in the Total Commitments under the Facility pursuant to this Clause 2.2 will only be effective on: (i) the execution by the Facility Agent of an Increase Confirmation from the each relevant Increase Lender;Lender in respect of such increase which the Facility Agent shall execute as soon as reasonably practicable on request; and (ii) in relation to an Increase Lender which is not a Lender immediately prior to that increase, each of the relevant increase: (A) the Increase Lender entering into the documentation required for Facility Agent being satisfied that it to accede as a party to the Intercreditor Agreement; and (B) the performance by the Agent of has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments applicable Assumed Commitment by that Increase Lender, the completion of which the . The Facility Agent shall promptly as soon as reasonably practicable notify to the Company Borrower and the that Increase LenderLender upon being so satisfied. (c) Each Increase Lender, by executing the an Increase Confirmation, confirms (for the avoidance of doubt) that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase in Commitments (to which such Increase Confirmation relates) becomes effective. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, The Borrower shall promptly on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of demand pay the Agent and the Security Facility Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate it in connection with any increase in Commitments under this Clause 2.2. (e) The Company Borrower may pay to the an Increase Lender a fee in the amount and at the times agreed between the Company Borrower and the that Increase Lender in a Fee Letter. (f) Clause 27.4 21.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increaseincrease in Commitments; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively to, respectively, a “transfer” and “assignment”.

Increase. PPG shall have the right from time to time to increase the aggregate Commitments hereunder by an aggregate amount not exceeding $750,000,000 by causing one or more Additional Commitment Lenders (awhich may include any existing Lender) The Company may by giving prior notice to provide a (or, in the case of an existing Lender, to increase its) Commitment (each such increase, an “Commitment Increase”), provided that (i) no Lender shall have any obligation hereunder to become an Additional Commitment Lender and any election to do so shall be in the sole discretion of each Lender (and any Lender that does not advise PPG of its election to become an Additional Commitment Lender hereunder shall be deemed to have rejected such request) and (ii) each Commitment Increase shall be in an aggregate amount for all Additional Commitment Lenders of at least $25,000,000. Each such Additional Commitment Lender, each Issuing Lender, and each Borrower shall enter into an agreement in form and substance satisfactory to PPG, the Administrative Agent by no later than the date falling 20 Business Days after and each Issuing Lender pursuant to which each Additional Commitment Lender shall, as of the effective date of such Commitment Increase (which shall be a cancellation ofBusiness Day and, unless the Administrative Agent otherwise agrees, a day on which no issuance, amendment, renewal or extension of any Letter of Credit is scheduled to occur), provide a Commitment (or, if any such Additional Commitment Lender is an existing Lender, increase its Commitment) in the amount specified therein and (if not an existing Lender) become a Lender hereunder. Notwithstanding the foregoing, no Commitment Increase pursuant to this Section shall be effective unless: (i) PPG shall have given the Available Commitments Administrative Agent notice of a Defaulting Lender in accordance with Clause 9.5 (Right of cancellation in relation to a Defaulting Lender); or (ii) the Commitments of a Lender in accordance with Clause 9.1 (Illegality), request that the Total Commitments be increased (and the Total Commitments shall be so increased) in an aggregate Base Currency Amount of up any such increase at least three Business Days prior to the amount relevant effective date of the Available Commitments or Commitments so cancelled as follows: (iii) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Increase Lender”) selected by the Company (each of which shall not be an Investor Affiliate or a member of the Group) and which is further acceptable to the Agent (acting reasonably) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender; (iv) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (v) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (vi) the Commitments of the other Lenders shall continue in full force and effect; and (vii) any increase in the Total Commitments shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lendersuch Commitment Increase; (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws no Default shall have occurred and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Company and the Increase Lender. (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute be continuing on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2. (e) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter. (f) Clause 27.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”such effective date; and (iii) each of the representations and warranties of each Borrower contained in this Agreement shall be true on and as of such effective date with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a “re-transfer” specific date, as of such specific date). Each notice under clause (i) above shall be deemed to constitute a representation and “re-assignment” were references warranty by the Borrowers as to respectively a “transfer” the matters specified in clauses (ii) and “assignment”(iii) above. On the effective date of each Commitment Increase, PPG shall simultaneously (i) prepay in full the outstanding Revolving Credit Advances (if any) held by the Lenders immediately prior to giving effect to the relevant Commitment Increase (which prepayment may be made with the proceeds of new Revolving Credit Advances under the following clause (ii)), (ii) if PPG shall have so requested in accordance with this Agreement, borrow new Revolving Credit Advances from all Lenders (including, if applicable, any new Lenders) such that, after giving effect thereto, the Revolving Credit Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase) and (iii) pay to the Lenders the amounts, if any, payable under Section 9.04(c).

Increase. (a) The Company may by giving prior give notice to the Facility Agent by no later than the date falling 20 Business Days after the effective date of a cancellation of: (i) the Available undrawn Commitments of a Defaulting Lender in accordance with Clause 9.5 under Subclause 28.3 (Right of cancellation in relation to a Defaulting Lender); , or (ii) the Commitments Commitment of a Lender in accordance with with: (A) Clause 9.1 7.1 (IllegalityMandatory prepayment – illegality), or (B) paragraph (a) of Clause 7.6 (Right of replacement, repayment and cancellation of a single Lender), request that the Total Commitments be increased (and the Total Commitments shall be so increased) in an aggregate Base Currency Amount of up to the amount of the Available undrawn Commitments or Commitments so cancelled as followswhich have been cancelled. (b) Following a request under paragraph (a) above: (iiii) the increased Commitments Commitment will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities person (each an “Increase Lender”) selected by the Company (each of which shall must not be an Investor Affiliate or a member of the Group) and which is further acceptable to the Agent (acting reasonably) and each of which confirms its willingness to assume and does assume that it has assumed all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, Commitment as if it had been an Original Lender; (ivii) each of the Obligors and any Increase Lender shall will assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (viii) each Increase Lender shall will become a Party as a “Lender” Lender and any Increase Lender and each of the other Finance Parties shall will assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (viiv) the Commitments of the other Lenders shall will continue in full force and effect; and (viiv) any the increase in the Total Commitments shall take effect will become effective on the date specified by the Company referred to in the notice referred to delivered under paragraph (a) above or any later date on which the conditions set out in paragraph (bc) below are satisfied. (bc) An increase in the Total Commitments relating to a Facility will only be effective on: (i) the execution by the Facility Agent of an confirmation (the Increase Confirmation Confirmation) from the relevant Increase Lender substantially in the form set out in Schedule 8 (Form of Increase Confirmation) that the Increase Lender will assume the same obligations to the other Finance Parties as it would have been under if it had been an Original Lender;; and (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) , the Facility Agent being satisfied that it has complied with all necessary customer due diligence requirements in relation to that increase. The Facility Agent must promptly notify the Company, and the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Company and the Increase Lenderupon being so satisfied. (cd) Each Increase Lender, by executing entering into the Increase Confirmation, confirms (for the avoidance of doubt) that the Facility Agent has authority to execute enter into on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or relevant Lenders in accordance with this Agreement on or prior to before the date on which the increase becomes effective. (de) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the The Company shall, must promptly on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of demand pay the Agent and the Security Facility Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case it and including any receiver or delegate of the Security Agent, by any Receiver or Delegate Facility Agent in connection with any increase in Commitments under this Clause 2.2Clause. (ef) The Increase Lender must, on the date on which the increase takes effect, pay to the Facility Agent (for its own account) a fee in an amount equal to the fee which would be payable under Subclause 27.4 (Other conditions to assignment or transfer) if the increase was a transfer under Clause 27 (Changes to the Parties) and if the Increase Lender was a New Lender. (g) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letterletter which for these purposes is designated a Finance Document. (fh) Clause 27.4 Subclause 27.7 (Limitation of responsibility of Existing LendersLender) shall apply mutatis mutandis in this Clause 2.2 applies in relation to an Increase Lender as if references in that Clause Subclause to: (i) an “Existing Lender” Lender were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” Lender were references to that “Increase Lender”; and (iii) a “re-transfer” transfer and “re-assignment” assignment were references to respectively a “transfer” transfer and “assignment”. (i) The Facility Agent must, as soon as reasonably practicable, after it has executed an Increase Confirmation send a copy to the Company.

Increase. (a) Notwithstanding Clause 2.1 (The Original Revolving Facility) above, and in addition to paragraph (b) below, the Company may with the prior consent of a Lender, any bank, financial institution, trust, fund or any other entity selected by the Company (each an “Increase Lender”) and by giving 5 Business Days prior notice to the Facility Agent (or such shorter period as may be agreed between the Company and the Facility Agent (without any requirement for consent from any other Finance Party)), increase the Commitments under any Facility by including any new Commitments of any Increase Lender provided that: (i) [Reserved]; and (ii) each Increase Lender confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume as if it had been an Original Lender by executing an Increase Confirmation. (b) The Company may by giving prior notice to the Facility Agent by no later than the date falling 20 thirty Business Days after the effective date of a cancellation of: (i) the Available Commitments of a Defaulting Lender in accordance with Clause 9.5 (Right of cancellation in relation to a Defaulting Lender); or (ii) the Commitments of a Lender in accordance with Clause 9.1 (Illegality), request that the Total Commitments relating to any Facility be increased (and the Total Commitments under that Facility shall be so increased) in an aggregate Base Currency Amount amount in the relevant currency of up to the amount of the Available Commitments or Commitments relating to that Facility so cancelled as follows: (iii) and the increased Commitments will be assumed by one or more Increase Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Increase Lender”) selected by the Company (each of which shall not be an Investor Affiliate or a member of the Group) and which is further acceptable to the Agent (acting reasonably) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, assume as if it had been an Original Lender;Lender by executing an Increase Confirmation. (ivc) each Each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender;Lender under that Facility. (vd) each Each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender;Lender under that Facility. (vie) the The Commitments of the other Lenders shall continue in full force and effect; and. (viif) any An increase in the Total Commitments relating to a Facility shall take effect on the date specified by the Company in the any relevant notice referred to in paragraph (a) or (b) above or any later (as applicable) or, if later, the date on which the conditions set out in paragraph (bg) below are satisfied. (bg) An increase in the Total Commitments relating to a Facility will only be effective on: (i) the execution by the Facility Agent of an Increase Confirmation from the relevant Increase Lender;; and (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) the performance by the Facility Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Facility Agent shall promptly notify to the Company and the Increase Lender. (ch) The Company may pay to any Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender. (i) Each Increase Lender, by executing the an Increase Confirmation, confirms (for the avoidance of doubt) that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (dj) Unless The execution by the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 Parent and the Company of an Increase Confirmation constitutes confirmation from each Guarantor that its obligations under Clause 21 (Guarantee and Indemnity) shall within three (3) Business Days of demand pay continue unaffected except that those obligations shall extend to the Agent and Total Commitments as increased by the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case addition of the Security Agent, by new Commitments of any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2Increase Lender and shall be owed to each Finance Party including the relevant Lender. (e) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter. (fk) Clause 27.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 2.4 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. (a) The Company Issuer may by giving prior notice to the Agent by no later than the date falling 20 10 Business Days after the effective date of a cancellation of: (i) the Available Commitments of a Defaulting Lender Note Subscriber in accordance with Clause 9.5 10.5 (Right of cancellation in relation to a Defaulting LenderNote Subscriber); or (ii) the Commitments of a Lender Subscriber in accordance with with: (A) Clause 9.1 11.1 (Illegality); or (B) paragraph (a) of Clause 10.4 (Right of cancellation in relation to a single Subscriber), request that the Total Commitments relating to any Series be increased (and the Total Commitments relating to that Series shall be so increased) in an aggregate Base Currency Amount amount of up to the amount of the Available Commitments or Commitments relating to that Series so cancelled as follows: (iii) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities Eligible Institutions (each an “Increase Lender”Subscriber) selected by the Company (each of which shall not be an Investor Affiliate or a member of the Group) and which is further acceptable to the Agent (acting reasonably) and each of which confirms in writing (whether in the relevant Increase Confirmation or otherwise) its willingness to assume and does assume all the obligations of a Lender Subscriber corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original LenderSubscriber in respect of those Commitments; (iv) each of the Obligors and any Increase Lender Subscriber shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender Subscriber would have assumed and/or acquired had the Increase Lender Subscriber been an Original LenderSubscriber in respect of that part of the increased Commitments which it is to assume; (v) each Increase Lender Subscriber shall become a Party as a “Lender” Subscriber and any Increase Lender Subscriber and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender Subscriber and those Finance Parties would have assumed and/or acquired had the Increase Lender Subscriber been an Original LenderSubscriber in respect of that part of the increased Commitments which it is to assume; (vi) the Commitments of the other Lenders Subscribers shall continue in full force and effect; and (vii) any increase in the Total Commitments shall relating to a Series shall, subject to the conditions set out in paragraph (d) below, take effect on the date specified by the Company Issuer in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfiedAgent executes an otherwise duly completed Increase Confirmation delivered to it by the relevant Increase Subscriber. (b) An increase The Agent shall, subject to paragraph (c) below, as soon as reasonably practicable after receipt by it of a duly completed Increase Confirmation appearing on its face to comply with the terms of this Agreement and delivered in accordance with the Total Commitments will terms of this Agreement, execute that Increase Confirmation. (c) The Agent shall only be effective on: (i) the execution by the Agent of obliged to execute an Increase Confirmation from the relevant Increase Lender; (ii) in relation delivered to it by an Increase Lender which Subscriber once it is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for satisfied it to accede as a party to the Intercreditor Agreement; and (B) the performance by the Agent of has complied with all necessary “"know your customer” " or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Company and the Increase LenderSubscriber. (cd) An increase in the Commitments relating to a Series will only be effective if the Increase Subscriber enters into the documentation required for it to accede as a party to the Intercreditor Agreement. (e) Each Increase LenderSubscriber, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender Subscriber or Lenders Subscribers in accordance with this Agreement on or prior to the date on which the increase becomes effectiveeffective in accordance with this Agreement and that it is bound by that decision to the same extent as it would have been had it been an Original Subscriber. (df) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, The Issuer shall promptly on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.22.5. (eg) The Company Increase Subscriber shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee in an amount equal to the fee which would be payable under Clause 29.5 (Assignment or transfer fee) if the increase was a transfer pursuant to Clause 29.7 (Procedure for assignment) and if the Increase Subscriber was a New Subscriber. (h) The Issuer may pay to the Increase Lender Subscriber a fee in the amount and at the times agreed between the Company Issuer and the Increase Lender Subscriber in a Fee Letter. (fi) Neither the Agent nor any Subscriber shall have any obligation to find an Increase Subscriber and in no event shall any Subscriber whose Commitment is replaced by an Increase Subscriber be required to pay or surrender any of the fees received by such Subscriber pursuant to the Finance Documents. (j) Clause 27.4 29.6 (Limitation of responsibility of Existing LendersSubscribers) shall apply mutatis mutandis in this Clause 2.2 2.5 in relation to an Increase Lender Subscriber as if references in that Clause to: (i) an “Existing Lender” Subscriber were references to all the Lenders Subscribers immediately prior to the relevant increase; (ii) the “New Lender” Subscriber were references to that “Increase Lender”Subscriber; and (iii) a “re-transfer” transfer and “re-assignment” assignment were references to respectively a “transfer” transfer and “assignment”.

Increase. (a) The Company may by giving prior notice to the Agent by no later than the date falling 20 Business Days after the effective date of a cancellation of: (i) the Available Commitments of a Defaulting Lender in accordance with Clause 9.5 11.5 (Right of cancellation in relation to a Defaulting Lender); or (ii) the Commitments of a Lender in accordance with Clause 9.1 11.1 (Illegality), request that the Total Commitments be increased (and the Total Commitments shall be so increased) in an aggregate amount in the Base Currency Amount of up to the amount of the Available Commitments or Commitments so cancelled as follows: (iiiA) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities persons (each an “Increase Lender”) selected by the Company (each of which shall not be an including, without limitation, any Investor Affiliate or (so long as any such assumption by any Investor Affiliate is in compliance with and treated as a member debt purchase transaction the subject of the Group) and which is further acceptable to the Agent Clause 30 (acting reasonablyRestriction on Debt Purchase Transactions)) and each of which confirms (in its absolute discretion) its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original LenderLender in respect of those Commitments. For the avoidance of doubt, a Lender is not under any obligation to assume any increase in its commitment; (ivB) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original LenderLender in respect of that part of the increased Commitments which it is to assume; (vC) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original LenderLender in respect of that part of the increased Commitments which it is to assume; (viD) the Commitments of the other Lenders shall continue in full force and effect; and (viiE) any increase in the Total Commitments shall take effect on the date specified by the Company in the notice referred to above or any later ​ date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments pursuant to this Clause 2.2 will only be effective on: (i) on the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; (ii) in relation to an Increase Lender , which is not a Lender immediately prior to the relevant increaseAgent shall execute promptly on request, provided that: (Ai) the Increase Lender entering into Confirmation is duly completed, appears on its face to comply with the documentation required for it to accede as a party to terms of this Agreement and is delivered in accordance with the Intercreditor terms of this Agreement; and (Bii) the performance by the Agent of is satisfied that is has complied with all necessary “know your customer” ”, USA PATRIOT Act or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Company and the Increase Lender. (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effectiveeffective and that it is bound by that decision to the same extent as it would have been had it been an Original Lender. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lenderagrees, the Company Increase Lender shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 in an amount equal to the fee which would be payable under Clause 29.3 (Assignment or transfer fee) if the increase was a transfer pursuant to Clause 29.5 (Procedure for transfer) and if the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2Increase Lender was a New Lender. (e) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter. (f) Neither the Agent nor any Lender shall have any obligation to find an Increase Lender and in no event shall any Lender whose Commitment is replaced by an Increase Lender be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents. (g) Clause 27.4 29.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”. (h) The Finance Parties shall be required to enter into any amendment to the Finance Documents (including, without limitation, in relation to any changes to, the taking of, or the release coupled with the retaking of, Transaction Security) required by the Company in order to facilitate or reflect any of the matters contemplated by this Clause 2.2. The Agent and the Security Trustee are each authorised and instructed by each Finance Party to execute any such amended or replacement Finance Documents (and shall do so on the request of and at the cost of the Company). ​

Increase. (a) The Company Borrower may by giving prior notice to the Agent by no later than the date falling 20 10 Business Days after the effective date of a cancellation of: (i) of the Available Commitments Commitment or the Revolving Facility Commitment of a Defaulting an Illegal Lender in accordance with Clause 9.5 8.1 (Right of cancellation in relation to a Defaulting Lender); or (iiIllegality) the Commitments of a or Replaceable Lender in accordance with Clause 9.1 37.7 (IllegalityCancellation and repayment of a Replaceable Lender (other than an Illegal Lender), ) (such Available Commitment or Revolving Facility Commitment so cancelled being the “Cancelled Commitment”) request that the Total Revolving Facility Commitments be increased (and the Total Revolving Facility Commitments shall be so increased) in by an aggregate Base Currency Amount amount in Hong Kong dollars of up to the amount of the Available Commitments or Commitments so cancelled Cancelled Commitment as follows: (iiii) the such increased Revolving Facility Commitments will be assumed by one or more Lenders or persons (other banks, financial institutions, trusts, funds or other entities than a Group Member) (each an “Increase Lender”) selected by the Company (each of which shall not be an Investor Affiliate or a member of the Group) and which is further acceptable to the Agent (acting reasonably) Borrower and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the such increased Revolving Facility Commitments under that Facility which it is to assumeassume (the “Assumed Commitment” of such Increase Lender), as if it had been an Original Lender; (ivii) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the that Increase Lender been an Original Lender (with the Assumed Commitment in respect of such Increase Lender, in addition to any other Commitment which such Increase Lender may otherwise have in accordance with this Agreement); (viii) each Increase Lender shall become a Party as a “Lender” and any Increase Lender (with the Assumed Commitment in respect of such Increase Lender, in addition to any other Commitment which such Increase Lender may otherwise have in accordance with this Agreement) and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (viiv) the Commitments of the other Lenders shall continue in full force and effect; and (viiv) any such increase in the Total Revolving Facility Commitments shall take effect on the later of (1) the date specified by the Company Borrower in the notice referred to above or (2) any later date on which the conditions set out in paragraph (b) below are satisfiedsatisfied in respect of such increase. (b) An increase in the Total Revolving Facility Commitments pursuant to this Clause 2.2 will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the each relevant Increase LenderLender in respect of such increase, which the Agent shall execute promptly on request; (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (Biii) in relation to an Increase Lender which is not a Lender immediately prior to the performance by relevant increase, the Agent of being satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Assumed Commitments by that Increase Lender, the completion of which the . The Agent shall promptly notify to the Company Borrower and the Increase LenderLender upon being so satisfied. (c) Each Increase Lender, by executing the an Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase in Revolving Facility Commitments (to which such Increase Confirmation relates) becomes effective. (d) Unless The Borrower shall promptly on demand pay the Agent otherwise agrees and the Common Security Agent the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent or the increased Commitment is assumed Common Security Agent (as applicable and, in the case of the Common Security Agent, by an existing Lender, the Company any Receiver or Delegate) in connection with any increase in Revolving Facility Commitments under this Clause 2.2. (e) An Increase Lender shall, on the date upon which the increase its assumption of any Assumed Commitment takes effect, pay to the Agent (for its own account) a fee of £1,500 in an amount equal to the fee which would be payable under Clause 25.2 (Assignment or transfer fee) if such assumption was a transfer pursuant to Clause 25.5 (Procedure for transfer) and if the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2Increase Lender was a New Lender. (ef) The Company Borrower may pay to the an Increase Lender a fee in the amount and at the times agreed between the Company Borrower and the that Increase Lender in a Fee Letter. (fg) Clause 27.4 25.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increaseincrease in Revolving Facility Commitments; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively to, respectively, a “transfer” and “assignment”.

Increase. (a) The Company Parent may by giving prior notice to the Agent by no later than the date falling 20 three Business Days after the effective date of a cancellation of: (i) the Available Commitments of a Defaulting Lender in accordance with Clause 9.5 10.6 (Right of cancellation in relation to a Defaulting Lender); or (ii) the Commitments of a Lender in accordance with Clause 9.1 10.1 (Illegality), request that the Total Commitments be increased (and the Total Commitments under that Facility shall be so increased) in an aggregate amount in the Base Currency Amount of up to the amount of the Available Commitments or Commitments so cancelled as follows: (iii) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Increase Lender”) selected by the Company (each of which shall not be an Investor Affiliate or a member of the Group) and which is further acceptable to the Agent (acting reasonably) Parent and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender; (iv) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (v) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (vi) the Commitments of the other Lenders shall continue in full force and effect; and (vii) any increase in the Total Commitments shall take effect on the date specified by the Company Parent in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Security Trust Agreement; and (B) the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Company Parent, the Increase Lender and the Increase LenderIssuing Bank; and (iii) in the case of an increase in the Total Revolving Facility Commitments, the Issuing Bank consenting to that increase. (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company Parent shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of promptly on demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2. (e) The Company Parent may pay to the Increase Lender a fee in the amount and at the times agreed between the Company Parent and the Increase Lender in a Fee Letter. (f) Clause 27.4 28.5 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. The Borrower may, from time to time, by means of a notice delivered to the Administrative Agent, request that the aggregate amount of the Commitments be increased by (a) The Company may increasing the amount of the Commitment of one or more Lenders that have agreed (in their sole and individual discretion) to such increase (each an “Increasing Lender”) and/or (b) adding one or more Eligible Assignees as parties hereto (each an “Additional Lender”) with Commitments in amounts agreed to by giving prior notice to the Agent by no later than the date falling 20 Business Days after the effective date of a cancellation of: such Additional Lenders; provided that (i) the Available Commitments any such increase shall be in an aggregate amount of $50,000,000 or a Defaulting Lender in accordance with Clause 9.5 (Right higher integral multiple of cancellation in relation to a Defaulting Lender); or $5,000,000, (ii) the aggregate amount of any such increase shall not exceed $1,000,000,000, (iii) no Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent to the extent such consent would be required for an assignment pursuant to Section 8.07 (which consent shall not be unreasonably withheld, conditioned or delayed), (iv) the aggregate Commitments after giving effect to any such increase shall not exceed $4,000,000,000, and (v) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Increase Effective Date (as defined below) signed by a Responsible Officer of the Borrower certifying that before and after giving effect to such increase (x) no Default has occurred and is continuing as of the date of such increase or would result from such increase and (y) each of the representations and warranties set forth in Section 4.01 are true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as of the date of such increase, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date; provided, that for purposes of this Section 2.05(d), the representations and warranties contained in Section 4.01(e) shall be deemed to refer to the most recent statements furnished pursuant to Section 5.01(i)(i) and 5.01(i)(ii). Any such increase in Commitments shall be effected pursuant to one or more Lender Joinder Agreements executed and delivered by the Borrower, the Administrative Agent and the Increasing Lenders and/or Additional Lenders, as applicable (the date on which such Lender Joinder Agreement(s) are delivered, the “Increase Effective Date”). The Lender Joinder Agreement(s) may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate in the opinion of the Administrative Agent, to effect the provisions of this Section 2.05(d). On the Increase Effective Date, (A) each applicable Lender shall advance the additional funds required (if any) to cause all outstanding Advances and unused Commitments to be held on a pro rata basis in accordance with Clause 9.1 the respective Commitments of each Lender after giving effect to such increase (Illegality)for each Lender, request its “Revised Percentage”) and (B) the Administrative Agent shall use any funds so received to repay the Advances of each Lender to the extent required so that such Lender has its Revised Percentage of all outstanding Advances (it being understood that the Total Commitments Borrower shall be increased (responsible for any break funding payments owing pursuant to Section 8.04(c) resulting from such repayments). The Administrative Agent shall promptly notify the Borrower and the Total Commitments shall be so increased) Lenders of any increase in an aggregate Base Currency Amount of up to the amount of the Available Commitments or Commitments so cancelled as follows: (iii) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Increase Lender”) selected by the Company (each of which shall not be an Investor Affiliate or a member of the Grouppursuant to this Section 2.05(d) and which is further acceptable to the Agent (acting reasonably) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender; (iv) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (v) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (vi) the Commitments of the other Lenders shall continue in full force and effect; and (vii) any increase in the Total Commitments shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Company and the Increase Lender. (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either the Commitment of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2each Lender after giving effect thereto. (e) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter. (f) Clause 27.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. (a) The Company may by giving prior notice to the Facility Agent by no later than the date falling 20 within ten Business Days after of the effective date of a cancellation of: (i) the Available undrawn Commitments of a Defaulting Lender in accordance with Clause 9.5 under Subclause 29.4 (Right of cancellation in relation to a Defaulting Lender); , or (ii) the Commitments Commitment of a Lender in accordance with Clause 9.1 Subclause 8.1 (IllegalityMandatory prepayment — illegality), request that the Total Commitments be increased (and the Total Commitments shall be so increased) in an aggregate Base Currency Amount of up to the amount of the Available undrawn Commitments or Commitments so cancelled as followsthe Commitments, referred to above, which have been cancelled. (b) Following a request under paragraph (a) above: (iiii) the increased Commitments Commitment will be assumed by one or more Lenders a Lender or other banksbank or financial institution or trust, financial institutions, trusts, funds fund or other entities entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (each other than a Subsidiary of the Company) (an “Increase Lender”) selected by the Company (each and in respect of which shall not be an Investor Affiliate or a member of the Group) and which is further acceptable to the Facility Agent (acting reasonably) has carried out and been satisfied with the results of all customer due diligence requirements, and each of which confirms its willingness to assume and does assume that it has assumed all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, Commitment as if it had been an Original Lender; (ivii) each of the Obligors and any the Increase Lender shall will assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (viii) each the Increase Lender shall will become a Party as a “Lender” Lender and any the Increase Lender and each of the other Finance Parties shall will assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (viiv) the Commitments of the other Lenders shall will continue in full force and effect; and (viiv) any the increase in the Total Commitments shall take effect will become effective on the date specified by the Company referred to in the notice referred to delivered under paragraph (a) above or any later date on which the conditions set out in paragraph (bc) below are satisfied. (bc) An increase in the Total Commitments will only be effective on: (i) the execution by the Facility Agent of an confirmation (the Increase Confirmation Confirmation) from the relevant Increase Lender substantially in the form set out in Schedule 9 (Form of Increase Confirmation) that the Increase Lender will assume the same obligations to the other Finance Parties as it would have been under if it had been an Original Lender;; and (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) increase the performance by the Facility Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations customer due diligence requirements in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Facility Agent shall must promptly notify to the Company and the Increase Lender. (cd) Each Increase Lender, by executing entering into the Increase Confirmation, confirms (for the avoidance of doubt) that the Facility Agent has authority to execute enter into on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or relevant Lenders in accordance with this Agreement on or prior to before the date on which the increase becomes effective. (de) Unless the Facility Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, must on the date upon which that the increase takes effectbecomes effective, pay to the Facility Agent (for its own account) a fee of £1,500 US$3,500 and the Company shall within three (3) Business Days of must promptly on demand pay the Agent and the Security Facility Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate it in connection with any increase in Commitments under this Clause 2.2Clause. (ef) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letterletter which for these purposes is designated a Finance Document. (fg) Clause 27.4 Subclause 28.8 (Limitation of responsibility of Existing LendersLender) shall apply mutatis mutandis in this Clause 2.2 applies in relation to an Increase Lender as if references in that Clause Subclause to: (i) an “Existing Lender” Lender were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” Lender were references to that “Increase Lender”; and (iii) a “re-transfer” transfer and “re-assignment” assignment were references to respectively a “transfer” transfer and “assignment”. (h) The Facility Agent must, as soon as reasonably practicable, after it has executed an Increase Confirmation send a copy to the Company.

Increase. (a) The Company Borrower may by giving prior notice to the Agent by no later than the date falling 20 five Business Days after the effective date of a cancellation of: (i) the Available Commitments of a Defaulting Lender in accordance with Clause 9.5 7.5 (Right of cancellation in relation to a Defaulting Lender); or (ii) the Commitments of a Lender in accordance with with: (A) Clause 9.1 7.1 (Illegality); or (B) paragraph (a) of Clause 7.4 (Right of cancellation and repayment in relation to a single Lender), request that the Total Commitments relating to the Facility be increased (and the Total Commitments relating to the Facility shall be so increased) in an aggregate Base Currency Amount amount in USD of up to the amount of the Available Commitments or Commitments relating to the Facility so cancelled as follows: (iii) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Increase Lender”) selected by the Company Borrower (each of which shall not be an Investor a Sponsor Affiliate or a member of the Group) and which is further acceptable to the Agent (acting reasonablyGroup Member) and each of which confirms in writing (whether in the relevant Increase Confirmation or otherwise) its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender; (iv) each of the Obligors Obligors, the Parent and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors Obligors, the Parent and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (v) each Increase Lender which is not already a Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (vi) the Commitments of the other Lenders shall continue in full force and effect; and (vii) any increase in the Total Commitments relating to the Facility shall take effect on the date specified by the Company Borrower in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments relating to the Facility will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase LenderLender provided that the requirements set out in paragraph (ii)(B) below have been satisfied in the case of an Increase Lender which is not a Lender immediately prior to the relevant increase; (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) the performance by the Agent of being satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations and internal policies in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the . The Agent shall promptly notify to the Company Borrower and the Increase LenderLender upon being so satisfied. (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, The Borrower shall promptly on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2. (e) The Company Increase Lender shall (or the Borrower shall on its behalf), on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee in an amount equal to the fee which would be payable under Clause 25.3 (Assignment or transfer fee) if the increase was a transfer pursuant to Clause 25.5 (Procedure for transfer) and if the Increase Lender was a New Lender. (f) The Borrower may pay to the Increase Lender a fee in the amount and at the times agreed between the Company Borrower and the Increase Lender in a Fee Letter. (fg) Clause 27.4 25.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. (a) The Company may by giving prior notice to the Facility Agent by no later than the date falling 20 5 Business Days after the effective date of a cancellation of: (i) the Available Commitments of a Defaulting Lender in accordance with Clause 9.5 10.5 (Right of cancellation Cancellation in relation Relation to a Defaulting Lender); or (ii) the Commitments of a Lender in accordance with Clause 9.1 19 (Illegality), request that the Total Commitments be increased (and the Total Commitments under that Facility shall be so increased) in an aggregate Base Currency Amount amount in the relevant currency of up to the amount of the Available Commitments or Commitments so cancelled as follows: (iiiA) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities other than any member of the Group (each an “Increase Lender”) selected by the Company (each of which shall not be an Investor Affiliate or a member of the Group) and which is further acceptable to the Facility Agent (acting reasonably)) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, assume as if it had been an Original Lender; (ivB) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (vC) each Increase Lender shall become a Party party to this Agreement as a “Lender” and any Increase Lender and each of the other Relevant Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Relevant Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (viD) the Commitments of the other Lenders shall continue in full force and effect; and (viiE) any increase in the Total Commitments shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments will only be effective on: (i) the execution by the Facility Agent of an Increase Confirmation from the relevant Increase Lender; (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Group Intercreditor Agreement, HYD Intercreditor Agreement and Security Trust Agreement; and (B) the performance by the Facility Agent of all necessary “know your customerclient” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Facility Agent shall promptly notify to the Company and Company, the Increase LenderLender and each L/C Bank; and (iii) in the case of an increase in the Revolving Facility Commitments, each L/C Bank consenting to their increase. (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, on the date upon which the increase takes effect, pay to the Agent Clause 37.7 (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2. (e) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter. (f) Clause 27.4 (Limitation of responsibility of Existing LendersTransfer Deed) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an a “Existing LenderTransferor” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. (a) The Company Borrowers may by giving prior notice to the Agent by no later than the date falling 20 five (5) Business Days after the effective date of a cancellation of: (i) the Available Commitments of a Defaulting Lender in accordance with Clause 9.5 7.7 (Right of cancellation in relation to a Defaulting Lender); or (ii) the Commitments of a Lender in accordance with Clause 9.1 7.1 (Illegality), request that the Total Commitments be increased (and the Total Commitments shall be so increased) in an aggregate Base Currency Amount amount of up to the amount of the Available Commitments or Commitments so cancelled as follows: (iii) the increased Commitments will be assumed by one or more Lenders or other banks, banks or financial institutions, trusts, funds or other entities institutions (each an “Increase Lender”) selected by the Company Borrowers (each of which shall not be an Investor Affiliate or a member of the Group) and which is further acceptable to the Agent (acting reasonably)) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender; (iv) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (v) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (vi) the Commitments of the other Lenders shall continue in full force and effect; and (vii) any increase in the Total Commitments shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Company and the Increase Lender. (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2. (e) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter. (f) Clause 27.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. (a) The Company may by giving prior notice to the Agent by no later than the date falling 20 15 Business Days after the effective date of a cancellation of: (i) of the Available Commitments of a Defaulting Lender in accordance with Clause 9.5 8.8 (Right of cancellation Cancellation in relation to a Defaulting Lender); or (ii) or the Commitments of a Lender in accordance with Clause 9.1 8.1 (Illegality), request that the Total Commitments be increased (and the Total Commitments shall be so increased) in an aggregate amount in the Base Currency Amount of up to the amount of the Available Commitments or Commitments so cancelled as follows:follows (the “Request”): (iiii) the increased Commitments will may be assumed by one or more Lenders or other banks, banks or financial institutions, trusts, funds or other entities institutions (each an “Increase Lender”) selected by the Company (each of which shall not be an Investor Affiliate or a member of the Group) and which is further acceptable to the Agent (acting reasonablyGroup Company) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Total Commitments which it is to assume, as if it had been an Original Lender; (ivii) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (viii) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (viiv) the Commitments of the other Lenders shall continue in full force and effect; and (viiv) any increase in the Total Commitments shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments will only be effective on: (i) in the case of any Increase Lender which is not an Austrian Lender, the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; (ii) in the case of any Increase Lender which is an Austrian Lender, receipt by the Agent of (x) a duly completed Austrian Increase Confirmation delivered to it by the Company and (y) the Increase Fee; and (iii) in relation to an Increase Lender (whether an Austrian Lender or not) which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Total Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Company and the Increase Lender. (c) Each Increase Lender, by executing the Increase ConfirmationConfirmation or accepting the Austrian Increase Confirmation (as the case may be), confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise agrees with the Company or the increased Commitment increase in the Total Commitments is assumed by an existing Lender, the Company Sappi Papier Holding GmbH shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £EUR 1,500 and the Company Sappi Papier Holding GmbH shall within three (3) Business Days of promptly on demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.22.3. (e) The Company Sappi Papier Holding GmbH may pay to the Increase Lender a fee in the amount and at the times agreed between the Company Sappi Papier Holding GmbH and the Increase Lender in a Fee Letter. (f) Clause 27.4 24.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 2.3 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. (a) 2.2.1 The Company may Borrower Security Group Agent may, by giving prior notice to the Initial ACF Agent by no later than the date falling 20 five Business Days after the effective date of a cancellation of: (i) the Available Commitments of a Defaulting Lender in accordance with Clause 9.5 10.6 (Right of cancellation in relation to a Defaulting Lender); or (ii) the Commitments of a Lender in accordance with with: (a) Clause 9.1 10.1 (Illegality); or (b) Clause 10.5 (Right of cancellation and repayment in relation to a single Lender), request that the Total Commitments be increased (and the Total Commitments under that Facility shall be so increased) in an aggregate amount in the Base Currency Amount of up to the amount of the Available Commitments or Commitments so cancelled as follows: (iiiI) the increased Commitments will be assumed by one or more Lenders or other banksEligible Institutions (each, financial institutions, trusts, funds or other entities (each an “Increase Lender”) selected by the Company Borrower Security Group Agent (each of which shall not be an Investor a Sponsor Affiliate or a member of the Group) Borrower Security Group and which is further acceptable to the Initial ACF Agent (acting reasonably)) and each of which confirms in writing (whether in the relevant Increase Confirmation or otherwise) its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original LenderInitial ACF Lender in respect of those Commitments; (ivII) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original LenderInitial ACF Lender in respect of that part of the increased Commitments which it is to assume; (vIII) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Initial ACF Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original LenderInitial ACF Lender in respect of that part of the increased Commitments which it is to assume; (viIV) the Commitments of the other Lenders shall continue in full force and effect; and (viiV) any increase in the Total Commitments shall shall, subject to the condition set out in Clause 2.2.4 below, take effect on the date specified by the Company Borrower Security Group Agent in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments will only be effective on: (i) the execution by the Initial ACF Agent of executes an otherwise duly completed Increase Confirmation from delivered to it by the relevant Increase Lender;. (ii) 2.2.2 The Initial ACF Agent shall, subject to Clause 2.2.3 below, as soon as reasonably practicable after receipt by it of a duly completed Increase Confirmation appearing on its face to comply with the terms of this Agreement and delivered in relation accordance with the terms of this Agreement, execute that Increase Confirmation. 2.2.3 The Initial ACF Agent shall only be obliged to execute an Increase Confirmation delivered to it by an Increase Lender which once it is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for satisfied it to accede as a party to the Intercreditor Agreement; and (B) the performance by the Agent of has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, .. 2.2.4 An increase in the completion of which Commitments relating to a Facility will only be effective if the Agent shall promptly notify Increase Lender enters into the documentation required for it to accede as a party to the Company and the Increase LenderBorrower STID. (c) 2.2.5 Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Initial ACF Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effectiveeffective in accordance with this Agreement and that it is bound by that decision to the same extent as it would have been had it been an Original Lender. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company 2.2.6 The Increase Lender shall, on within 10 Business Days from the date upon which the increase takes effect, pay to the Initial ACF Agent (for its own account) a fee of £1,500 in an amount equal to the fee which would be payable under Clause 21.3 (Assignment or transfer fee) if the increase were a transfer pursuant to Clause 21.5 (Procedure for transfer) and if the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2Increase Lender were a New Lender. (e) 2.2.7 The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter. (f) 2.2.8 Neither the Initial ACF Agent nor any Lender shall have any obligation to find an Increase Lender and in no event shall any Lender whose Commitment is replaced by an Increase Lender be required to pay or surrender any of the fees received by such Lender pursuant to the Initial ACF Finance Documents. 2.2.9 Clause 27.4 21.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “an assignment”.

Increase. (a) The Company Obligors’ Agent may by giving prior notice to the Agent by no later than the date falling 20 Business Days after the effective date of a cancellation of: (i) the Available undrawn Commitments of a Defaulting Lender Bank in accordance with Clause 9.5 8.7 (Right of cancellation in relation to a Defaulting LenderBank); or (ii) the Commitments of a Lender Bank in accordance with Clause 9.1 8.1 (Change of control), Clause 8.6 (Additional right of replacement or prepayment and cancellation) or Clause 15 (Illegality), request that the Total Commitments be increased (and the Total Commitments shall be so increased) in an aggregate Base Currency Amount of amount up to the amount of the Available undrawn Commitments or Commitments so cancelled as follows: (iiii) the increased Commitments will be assumed by one or more Lenders Banks or other banks, banks or financial institutions, trusts, funds or other entities institutions (each an “Increase Lender”Bank) selected by the Company Obligors’ Agent (each of which shall not be an Investor Affiliate or a member of the Group) and which is further acceptable to the Agent (acting reasonably) and each of which confirms in writing its willingness to assume and does assume all the obligations of a Lender Bank corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original LenderBank; (ivii) each of the Obligors and any Increase Lender Bank shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender Bank would have assumed and/or acquired had the Increase Lender Bank been an Original LenderBank; (viii) each Increase Lender Bank shall become a Party as a “Lender” Bank and any Increase Lender Bank and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender Bank and those Finance Parties would have assumed and/or acquired had the Increase Lender Bank been an Original LenderBank; (viiv) the Commitments of the other Lenders Banks shall continue in full force and effect; and (viiv) any increase in the Total Commitments shall take effect on the date specified by the Company Obligors’ Agent in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender;Bank; and (ii) in relation to an Increase Lender Bank which is not a Lender Bank immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) , the performance by the Agent of all necessary “know your customer” customer requirements or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase LenderBank, the completion of which the Agent shall promptly notify to the Company Obligors’ Agent and the Increase LenderBank. (c) Each Increase LenderBank, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender Bank or Lenders Banks in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company The Increase Bank shall, on the date upon which it assumes the increase takes effectincreased Commitment, pay to the Agent (for its own account) a the same fee of £1,500 and the Company shall within three U.S.$3,000 as would be payable if it were a New Bank under Clause 28.2 (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred Transfers by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2Banks). (e) The Company may pay Paragraphs (h) to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter. (fj) (inclusive) of Clause 27.4 28.2 (Limitation of responsibility of Existing LendersTransfers by Banks) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender Bank as if references in that Clause to: (i) an “Existing Lender” Bank were references to all the Lenders Banks immediately prior to the relevant increase; (ii) the “New Lender” Bank were references to that “Increase Lender”Bank; and (iii) a “re-transfer” and “re-assignment” transfer were references to respectively a “transfer” and “assignment”.

Increase. (a) The Company Borrower may by giving prior notice to the Agent by no later than the date falling 20 Business Days after the effective date of a cancellation of: (i) the Available Commitments of a Defaulting Lender in accordance with Clause 9.5 7.6 (Right of cancellation in relation to a Defaulting Lender); or (ii) the Commitments of a Lender in accordance with with: (A) Clause 9.1 7.1 (Illegality); or (B) paragraph (a) of Clause 7.6 (Right of cancellation in relation to a Defaulting Lender), request that the Total Commitments relating to any Facility be increased (and the Total Commitments relating to that Facility shall be so increased) in an aggregate Base Currency Amount amount in US Dollars of up to the amount of the Available Commitments or Commitments relating to that Facility so cancelled as follows: (iii) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Increase Lender”) selected by the Company Borrower (each of which may include any Sponsor Affiliate but shall not be an Investor Affiliate or a exclude any member of the Group) and which is further acceptable to the Agent (acting reasonably) and each of which confirms in writing (whether in the relevant Increase Confirmation or otherwise) its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender; (iv) each of the Obligors Loan Parties and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors Loan Parties and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (v) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (vi) the Commitments of the other Lenders shall continue in full force and effect; and (vii) any increase in the Total Commitments relating to a Facility shall take effect on the date specified by the Company Borrower in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments relating to a Facility will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender, which the Agent shall execute promptly on request; (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) the performance by , the Agent of being satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the . The Agent shall promptly notify to the Company Borrower and the Increase LenderLender upon being so satisfied. (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, The Borrower shall promptly on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2. (e) The Company Increase Lender shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee in an amount equal to the fee which would be payable under Clause 25.3 (Assignment or transfer fee) if the increase was a transfer pursuant to Clause 25.5 (Procedure for transfer) and if the Increase Lender was a New Lender. (f) The Borrower may pay to the Increase Lender a fee in the amount and at the times agreed between the Company Borrower and the Increase Lender in a Fee Letter. (fg) Clause 27.4 25.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. (a) The Company may by giving prior notice to the Facility Agent (with a copy to the relevant Swingline Agent) by no later than the date falling 20 five Business Days after the effective date of a cancellation of: (i) the Available Commitments of a Defaulting Lender in accordance with paragraph (g) of Clause 9.5 ‎‎9.6 (Right of replacement or repayment and cancellation in relation to a Defaulting single Lender); or (ii) the Commitments of a Lender in accordance with with: (A) Clause 9.1 ‎‎9.1 (Illegality); or (B) paragraph (a) of Clause ‎‎9.6 (Right of replacement or repayment and cancellation in relation to a single Lender), request that the Total Commitments relating to any Revolving Facility (and related Swingline Facility) be increased (and the Total Commitments relating to that Facility shall be so increased) in an aggregate amount in the Base Currency Amount of up to the amount of the Available Commitments or Commitments relating to that Revolving Facility (including the amount of the Available Commitments under the relevant Swingline Facility or the relevant Swingline Commitments) so cancelled as follows: (iiii) the increased Commitments (including any Swingline Commitments) will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities Eligible Institutions (each an “"Increase Lender”") selected by the Company (each of which shall not be an Investor Affiliate or a member of the Group) and which is further acceptable to the Agent (acting reasonably) and each of which confirms in writing (whether in the relevant Increase Confirmation or otherwise) its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original LenderLender in respect of those Commitments; (ivii) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original LenderLender in respect of that part of the increased Commitments which it is to assume; (viii) each Increase Lender shall become a Party as a “"Lender” " and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original LenderLender in respect of that part of the increased Commitments which it is to assume; (viiv) the Commitments of the other Lenders shall continue in full force and effect; and (viiv) any increase in the Total Commitments relating to a Facility shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfiedFacility Agent executes an otherwise duly completed Increase Confirmation delivered to it by the relevant Increase Lender. (b) An increase The Facility Agent shall, subject to paragraph (c) below, as soon as reasonably practicable after receipt by it of a duly completed Increase Confirmation appearing on its face to comply with the terms of this Agreement and delivered in accordance with the Total Commitments will terms of this Agreement, execute that Increase Confirmation. (c) The Facility Agent shall only be effective on: (i) the execution by the Agent of obliged to execute an Increase Confirmation from the relevant Increase Lender; (ii) in relation delivered to it by an Increase Lender which once it is not a Lender immediately prior to satisfied that it, the relevant increase: (A) Swingline Agent and the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) the performance by the Security Agent of have complied with all necessary “"know your customer” " or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Company and the Increase Lender. (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2. (e) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter. (f) Clause 27.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. (a) The Company Parent may by giving prior notice to the Agent by no later than the date falling 20 ten Business Days after the effective date of a cancellation of: (i) the Available Commitments of a Defaulting Lender in accordance with Clause 9.5 8.5 (Right of cancellation in relation to a Defaulting Lender); or (ii) the Commitments of a Lender in accordance with Clause 9.1 8.1 (Illegality), request that the Total Commitments relating to any Facility be increased (and the Total Commitments relating to that Facility shall be so increased) in an aggregate amount in the Base Currency Amount of up to the amount of the Available Commitments or Commitments relating to that Facility so cancelled as follows: (iiiA) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Increase Lender”) selected by the Company Parent (each of which shall not be an Investor Affiliate or a member of the Group) and which is further acceptable to the Agent (acting reasonably) and each of which confirms in writing (whether in the relevant Increase Confirmation or otherwise) its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender; (ivB) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (vC) each Increase Lender shall become a Party as a “Lender” Lender and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (viD) the Commitments of the other Lenders shall continue in full force and effect; and (viiE) any increase in the Total Commitments relating to a Facility shall take effect on the date specified by the Company Parent in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments relating to a Facility will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender;; and (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) the performance by Agent and the Security Agent of being satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations regulations, including the Patriot Act, in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the . The Agent shall promptly notify to the Company Parent and the Increase LenderLender upon being so satisfied. (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, The Parent shall promptly on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.22.3. (e) The Company Increase Lender shall (unless otherwise agreed), on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee in an amount equal to the fee which would be payable under Clause 26.4 (Assignment or transfer fee) if the increase was a transfer pursuant to Clause 26.6 (Procedure for transfer) and if the Increase Lender was a New Lender. (f) The Parent may pay to the Increase Lender a fee in the amount and at the times agreed between the Company Parent and the Increase Lender in a Fee Letter. (fg) Clause 27.4 26.5 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 2.3 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” re‑transfer and “re-assignmentre‑assignment” were references to respectively a “transfer” and “assignment”.

Increase. (a) The Company may by giving prior notice to the Agent by no later than the date falling 20 Business Days after the effective date of a cancellation of: (i) the Available Commitments of a Defaulting Lender Noteholder in accordance with Clause 9.5 10.5 (Right of cancellation in relation to a Defaulting LenderNoteholder); or (ii) the Commitments of a Lender Noteholder in accordance with Clause 9.1 10.1 (Illegality), request that the Total Commitments be increased (and the Total Commitments shall be so increased) in an aggregate Base Currency Amount of up to the amount of the Available Commitments or Commitments so cancelled as follows: (iii) the increased Commitments will be assumed by one or more Lenders Noteholders or other banks, financial institutions, trusts, funds or other entities (each an “Increase LenderNoteholder”) selected by the Company (each of which shall not be an Investor Affiliate or a member of the Group) and which is further acceptable to the Agent (acting reasonably) and each of which confirms its willingness to assume and does assume all the obligations of a Lender Noteholder corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original LenderNotes Purchaser; (iv) each of the Obligors and any Increase Lender Noteholder shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender Noteholder would have assumed and/or acquired had the Increase Lender Noteholder been an Original LenderNotes Purchaser; (v) each Increase Lender Noteholder shall become a Party as a “LenderNoteholder” and any Increase Lender Noteholder and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender Noteholder and those Finance Parties would have assumed and/or acquired had the Increase Lender Noteholder been an Original LenderNotes Purchaser; (vi) the Commitments of the other Lenders Noteholders shall continue in full force and effect; and (vii) any increase in the Total Commitments shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase LenderNoteholder; (ii) in relation to an Increase Lender Noteholder which is not a Lender Noteholder immediately prior to the relevant increase: (A) the Increase Lender Noteholder entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase LenderNoteholder, the completion of which the Agent shall promptly notify to the Company and the Increase LenderNoteholder. (c) Each Increase LenderNoteholder, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender Noteholder or Lenders Noteholders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing LenderNoteholder, the Company shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of demand pay the Agent and the Security Collateral Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Collateral Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2paragraph (d). (e) The Company may pay to the Increase Lender Noteholder a fee or closing payment in the amount and at the times agreed between the Company and the Increase Lender Noteholder in a Fee or Closing Payment Letter. (f) Clause 27.4 (Limitation of responsibility of Existing LendersNoteholders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender Noteholder as if references in that Clause to: (i) an “Existing LenderNoteholder” were references to all the Lenders Noteholders immediately prior to the relevant increase; (ii) the “New LenderNoteholder” were references to that “Increase LenderNoteholder”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. (a) The Company Subject to the remainder of this clause 2.2, at any time during the Increase Request Period, the Borrower may by giving prior notice request in writing to the Agent that Total Commitments be increased (an Accordion Increase Request). (b) An Accordion Increase Request shall be signed by an authorised signatory of the Borrower and shall: (i) specify the amount of the proposed additional Commitments under the Facility (the Proposed Additional Commitments), which shall not exceed an amount which, when aggregated with the amount(s) of each other increase effected or requested but not yet made under this clause 2.2, does not exceed $270,000,000; (ii) specify the date on which the Proposed Additional Commitments are to be made available (such date being no earlier than 30 Business Days after the date of the Accordion Increase Request and no later than the last Business Day of the Initial Availability Period, provided always that such date shall fall no earlier than 10 Business Days after the date on which the Agent provides a duly completed Increase Confirmation); and (iii) confirm that no Default has occurred and is continuing or would result from the Proposed Additional Commitments being made available. (c) The Agent shall promptly send on to each Lender a copy of any Accordion Increase Request received by it. (d) An Accordion Increase Request shall be deemed to be an invitation to each Lender to provide a pro rata proportion (based on their existing Commitments under the Facility immediately prior to the Accordion Increase Request) of the Proposed Additional Commitments so requested. (e) No Lender is obliged to agree to any increase of its Commitments under the Facility pursuant to an Accordion Increase Request and each Lender may decide, in its absolute discretion, whether or not to increase its Commitments and without giving any reason for its decision. Each Lender which wishes to accept the invitation to increase its Commitments shall, not later than the date falling 20 10 Business Days after the effective date of its receipt of the Accordion Increase Request (the Response Date), notify the Agent of its acceptance and set out the terms of such acceptance (each such accepting Lender being an Accepting Lender). If a cancellation ofLender declines the invitation or fails to provide a response to the Agent by 5.00 p.m. on the Response Date, such Lender shall be deemed to decline the invitation (each such declining Lender being a Declining Lender). (f) The Agent shall offer each Declining Lender’s proportion of the Proposed Additional Commitments which it was invited to participate in to each Accepting Lender on a pro rata basis (based on their existing Commitments under the Facility immediately prior to the Accordion Increase Request) and each Accepting Lender shall inform the Agent within 10 Business Days of the date of such offer (the Second Response Date) if it wishes to assume all or part of the Declining Lender’s proportion. (g) As soon as reasonably practicable following the Response Date (or if applicable, the Second Response Date) or, if earlier, such date as all Lenders have provided a response to the Accordion Increase Request, the Agent shall notify the Borrowers and the Lenders as to those Lenders which are Accepting Lenders and those Lenders which are (or are deemed to be) Declining Lenders and the amount of the Proposed Additional Commitments allocated to each Accepting Lender (such amount an Additional Commitment). (h) Subject to paragraph (I) below, the Proposed Additional Commitments will be assumed by: (i) the Available Commitments of Accepting Lenders; and/or (ii) if a Defaulting Lender is or is deemed to be a Declining Lender in accordance with Clause 9.5 paragraph (Right e) above, and no other Lender or Lenders have agreed to assume all of cancellation each Declining Lender’s proportion pursuant to paragraph (f) above, another bank, financial institution, trust, fund or other entity which is regularly engaged in relation to or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (or a Defaulting number of them) that is not an Affiliate or a Sponsor Affiliate in place of that Declining Lender and in respect of that Declining Lender); or (ii) the Commitments of a Lender in accordance with Clause 9.1 (Illegality), request that the Total Commitments be increased (and the Total Commitments shall be so increased) in an aggregate Base Currency Amount of up to the amount ’s proportion of the Available Commitments or Commitments so cancelled as follows: (iii) the increased Commitments will be Proposed Additional Commitment which has not been assumed by one or more Lenders or other banksanother Lender pursuant to paragraph (f) which are selected by the Borrower, financial institutions, trusts, funds or other entities (each an “Accordion Increase Lender”) selected by the Company (each of which shall not be an Investor Affiliate or a member of the Group) and which is further acceptable to the Agent (acting reasonably) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Proposed Additional Commitments which it is to assume, as if it had been assume (such confirmation to be evidenced by its execution of an Original Lender;Accordion Increase Confirmation). (ivi) The Borrower and each of the Obligors and any Accordion Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (v) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as the Borrower and the Accordion Increase Lender would have assumed and acquired had the Proposed Additional Commitments formed part of the original Commitments under the Facility. (j) Each of the other Finance Parties shall assume obligations towards one another in respect of the relevant Proposed Additional Commitments and acquire rights against one another in respect of the relevant Proposed Additional Commitments as that Accordion Increase Lender and those Finance Parties would have assumed and/or and acquired had the Increase Lender been an Original Lender;Proposed Additional Commitments formed part of the original Commitments under the Facility. (vik) the The Commitments of each other Lender under the other Lenders Facility shall continue in full force and effect; and. (viiI) any Any increase in the Total Commitments Commitment under the Facility under this clause 2.2 (Increase), shall take effect on the date specified by the Company Agent as such in the notice referred to above or any later Accordion Increase Confirmation (such date being the Accordion Increase Date) provided that on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments will only be effective onsuch date: (i) the execution Agent has executed the relevant Accordion Increase Confirmation which shall have been signed by the Agent Borrower and each of an Increase Confirmation from the relevant Accordion Increase Lender;Lenders; and (ii) in relation to an Accordion Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) the performance by , the Agent of being satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Accordion Increase Lender, the completion of which the . The Agent shall promptly notify to the Company and the Increase LenderBorrower upon being so satisfied. (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2. (e) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter. (f) Clause 27.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. (a) The Company may by giving prior notice to the Agent by no later than the date falling 20 15 Business Days after the effective date of a cancellation of: (i) the Available Commitments of a Defaulting Lender in accordance with paragraph (g) of Clause 9.5 7.7 (Right of replacement or repayment and cancellation in relation to a Defaulting single Lender); or (ii) the Commitments of a Lender in accordance with with: (A) Clause 9.1 7.1 (Illegality); or (B) paragraph (a) of Clause 7.7 (Right of replacement or repayment and cancellation in relation to a single Lender), request that the Total Commitments be increased (and the Total Commitments shall be so increased) in an aggregate Base Currency Amount amount in U.S. Dollars of up to the amount of the Available Commitments or Commitments so cancelled as follows: (iii) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities Eligible Institutions (each an “"Increase Lender”") selected by the Company (each of which shall not be an Investor Affiliate or a member of the Group) and which is further acceptable to the Agent (acting reasonably) and each of which confirms in writing (whether in the relevant Increase Confirmation or otherwise) its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original LenderLender in respect of those Commitments; (iv) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original LenderLender in respect of that part of the increased Commitments which it is to assume; (v) each Increase Lender shall become a Party as a “"Lender” " and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original LenderLender in respect of that part of the increased Commitments which it is to assume; (vi) the Commitments of the other Lenders shall continue in full force and effect; and (vii) any increase in the Total Commitments relating to the Facility shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfiedAgent executes an otherwise duly completed Increase Confirmation delivered to it by the relevant Increase Lender. (b) An increase The Agent shall, subject to paragraph (c) below, as soon as reasonably practicable after receipt by it of a duly completed Increase Confirmation appearing on its face to comply with the terms of this Agreement and delivered in accordance with the Total Commitments will terms of this Agreement, execute that Increase Confirmation. (c) The Agent shall only be effective on: (i) the execution by the Agent of obliged to execute an Increase Confirmation from the relevant Increase Lender; (ii) in relation delivered to it by an Increase Lender which once it is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for satisfied it to accede as a party to the Intercreditor Agreement; and (B) the performance by the Agent of has complied with all necessary “"know your customer” " or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Company and the Increase Lender. (cd) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effectiveeffective in accordance with this Agreement and that it is bound by that decision to the same extent as it would have been had it been an Original Lender. (de) Unless The Company shall promptly on demand pay the Agent otherwise agrees or the increased Commitment is assumed amount of all costs and expenses (including legal fees) reasonably incurred by an existing Lender, the Company it in connection with any increase in Commitments under this Clause 2.2. (f) The Increase Lender shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 in an amount equal to the fee which would be payable under Clause 23.4 (Assignment or transfer fee) if the increase was a transfer pursuant to Clause 23.6 (Procedure for transfer) and if the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2Increase Lender was a New Lender. (eg) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a letter between the Company and the Increase Lender setting out that fee. A reference in this Agreement to a Fee LetterLetter shall include any letter referred to in this paragraph (g). (fh) Neither the Agent nor any Lender shall have any obligation to find an Increase Lender and in no event shall any Lender whose Commitment is replaced by an Increase Lender be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents. (i) Clause 27.4 23.5 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “"Existing Lender” " were references to all the Lenders immediately prior to the relevant increase; (ii) the “"New Lender” " were references to that “"Increase Lender”"; and (iii) a “"re-transfer” " and “"re-assignment” " were references to respectively a “"transfer” " and “"assignment”".

Increase. (a) 2.2.1 The Company Borrowers may by giving prior notice to the Agent by no later than the date falling 20 five Business Days after the effective date of a cancellation of: (ia) the Available undrawn Commitments of a Defaulting Lender in accordance with Clause 9.5 (Right of cancellation in relation to a Defaulting Lender)clause 7.5.7; or (iib) the Commitments of a Lender in accordance with Clause 9.1 clause 7.1 (Illegality), request that the Total Commitments be increased (and the Total Commitments under the Facility shall be so increased) in an aggregate Base Currency Amount amount of up to the amount of the Available Commitments or Commitments Commitment so cancelled as follows: (iiii) the increased Commitments will be assumed by one or more Lenders or other banks, banks or financial institutions, trusts, funds or other entities institutions (each an “Increase Lender”) selected by the Company Borrowers (each of which shall not be an Investor Affiliate or a member of the Group) Group and which is further acceptable to the Agent (acting reasonably)) and each of which confirms its willingness to assume (such confirmation, if given by a Lender, to be given in its sole discretion) and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender; (ivii) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (viii) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (viiv) the Commitments of the other Lenders shall continue in full force and effect; and (viiv) any increase in the Total Commitments shall take effect on the date specified by the Company Borrowers in the notice referred to above or any later date on which the conditions set out in paragraph (b) below clause 2.2.2 are satisfied. (b) 2.2.2 An increase in the Total Commitments will only be effective on: (ia) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; (iib) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) increase the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Company Borrowers and the Increase Lender. (c) 2.2.3 Each of the other Finance Parties hereby appoints the Agent as its agent to execute on its behalf any Increase Confirmation delivered to the Agent in accordance with this clause 2.2. 2.2.4 Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) 2.2.5 Unless the Agent otherwise agrees or the increased Commitment is Commitments are assumed by an existing Lender, the Company Borrowers shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 $3,500 and the Company Borrowers shall within three (3) Business Days of promptly on demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate it in connection with any increase in Commitments under this Clause clause 2.2. (e) 2.2.6 The Company Borrowers may pay to the Increase Lender a fee in the amount and at the times agreed between the Company Borrowers and the Increase Lender in a letter between the Borrowers and the Increase Lender setting out that fee. A reference in this Agreement to a Fee LetterLetter shall include any letter referred to in this clause 2.2.6. (f) 2.2.7 Clause 27.4 33.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 clause 2.2.7 in relation to an Increase Lender as if references in that Clause clause to: (ia) an “Existing Lender” Lender were references to all the Lenders immediately prior to the relevant increase; (iib) the “New Lender” Lender were references to that “Increase Lender”; and (iiic) a “re-transfer” and “re-assignment” assignment were references to respectively a “transfer” and “an assignment”.

Increase. (a) The Company Borrowers may by giving prior notice to the Agent by no later than the date falling 20 five (5) Business Days after the effective date of a cancellation of: (i) the Available Commitments of a Defaulting Lender in accordance with Clause 9.5 8.7 (Right of cancellation in relation to a Defaulting Lender); or (ii) the Commitments of a Lender in accordance with Clause 9.1 8.1 (Illegality), request that the Total Commitments be increased (and the Total Commitments shall be so increased) in an aggregate Base Currency Amount amount of up to the amount of the Available Commitments or Commitments so cancelled as follows: (iii) the increased Commitments will be assumed by one or more Lenders or other banks, banks or financial institutions, trusts, funds or other entities institutions (each an “Increase Lender”) selected by the Company Borrowers (each of which shall not be an Investor Affiliate or a member of the Group) and which is further acceptable to the Agent (acting reasonably)) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender; (iv) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (v) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (vi) the Commitments of the other Lenders shall continue in full force and effect; and (vii) any increase in the Total Commitments shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Company and the Increase Lender. (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2. (e) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter. (f) Clause 27.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. (a) The Company may by giving prior notice Subject to the Agent by no later than satisfaction or waiver of the date falling 20 Business Days conditions precedent set forth in Section 7 hereof, but immediately after giving effect to the effective date of a cancellation of: transactions described in Section 3 hereof, (i) the Available Commitments of a Defaulting Lender in accordance with Clause 9.5 (Right of cancellation in relation to a Defaulting Lender); or Increase shall become effective, (ii) the Commitments of a Lender in accordance with Clause 9.1 (Illegality), request that the Total Commitments be increased (and the Total Commitments shall be so increased) in an aggregate Base Currency Amount of up to the amount of the Available Commitments or Commitments so cancelled as follows: (iii) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Increase Lender”) selected by the Company (each of which shall not be an Investor Affiliate or a member of the Group) and which is further acceptable to the Agent (acting reasonably) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender; (iv) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (v) each Increase Additional Revolving Lender shall become a Party as “Revolving Lender” and a “Lender” under the Credit Agreement and any Increase (iii) each Additional Revolving Lender shall have all the rights and each obligations of a “Revolving Lender” and a “Lender” holding a Revolving Commitment or a Revolving Loan under the Credit Agreement and the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (vi) the Commitments of the other Lenders shall continue in full force and effect; and (vii) any increase in the Total Commitments shall take effect on the date specified by the Company in the notice referred Loan Documents with respect to above or any later date on which the conditions set out in paragraph (b) below are satisfiedits Additional Revolving Commitment. (b) An increase in Upon the Total Commitments will only be effective on: (i) effectiveness of the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; (ii) in relation to an Increase Lender which is not a Increase, each Revolving Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it will automatically and without further action be deemed to accede as a party have assigned to the Intercreditor Agreement; and (B) the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase each Additional Revolving Lender, the completion and each such Additional Revolving Lender will automatically and without further act be deemed to have assumed, a portion of which the Agent shall promptly notify to the Company and the Increase such Revolving Lender. (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, ’s participations in the case of outstanding LC Exposure under the Security AgentCredit Agreement such that, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2. (e) The Company may pay after giving effect to the Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding LC Exposure under the Credit Agreement held by each Revolving Lender a fee in (including each such Additional Revolving Lender) will equal such Revolving Lender’s Applicable Percentage. For purposes of the amount and foregoing, “Applicable Percentage” shall mean, with respect to any Revolving Lender at any time, the times agreed between percentage of the Company and the Increase Lender in a Fee Letteraggregate Revolving Commitments of all Revolving Lenders represented by such Revolving Lender’s Revolving Commitment at such time. (f) Clause 27.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. (a) The Company Borrower may by giving prior notice to the Agent by no later than the date falling 20 15 Business Days after the effective date of a cancellation of: (i) of the Available Commitments of a Defaulting Lender in accordance with Clause 9.5 7.10 (Right of cancellation in relation to Cancellation of a Defaulting Lender); or (ii) or the Commitments of a Lender in accordance with Clause 9.1 7.1 (Illegality), request that the Total Commitments be increased (and the Total Commitments shall be so increased) in an aggregate Base Currency Amount amount of up to the amount of the Available Commitments or Commitments so cancelled as follows:follows (the Request): (iiii) the increased Commitments will may be assumed by one or more Lenders or other banks, banks or financial institutions, trusts, funds or other entities institutions (each an “Increase Lender”) selected by the Company (each of which shall not be an Investor Affiliate or a member of the Group) and which is further acceptable to the Agent (acting reasonablyGroup Company) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Total Commitments which it is to assume, as if it had been an Original Lender; (ivii) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (viii) each Increase Lender shall become a Party as a “Lender” Lender and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (viiv) the Commitments of the other Lenders shall continue in full force and effect; and (viiv) any increase in the Total Commitments shall take effect on the date specified by the Company Borrower in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; (B) receipt by the Agent of a written confirmation from OeKB (in form and substance satisfactory to the Agent) that XxXX agrees to the Increase Lender becoming a Lender; and (BC) the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Total Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Company Obligors’ Agent and the Increase Lender. (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise agrees with the Obligors’ Agent or the increased Commitment increase in the Total Commitments is assumed by an existing Lender, the Company Borrower shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £EUR 1,500 and the Company Borrower shall within three (3) Business Days of promptly on demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate Delegate, in connection with any increase in Commitments under this Clause 2.22.3. (e) The Company Borrower may pay to the Increase Lender a fee in the amount and at the times agreed between the Company Borrower and the Increase Lender in a Fee Letter. (f) Clause 27.4 23.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 2.3 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” Lender were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” Lender were references to that “Increase Lender”; and (iii) a “re-transfer” transfer and “re-assignment” assignment were references to respectively a “transfer” transfer and “assignment”. (g) For the avoidance of doubt, nothing in this Clause shall oblige any Lender hereunder to assume any increased Commitments.

Increase. (a) 2.2.1 The Company Borrower may by giving prior written notice to the Facility Agent by no later than the date falling 20 ten Business Days after the effective date of a cancellation of: (iA) the Available Commitments of a Defaulting Lender under each Tranche in accordance with Clause 9.5 9.8 (Right of cancellation in relation to a Defaulting Lender); or (iiB) the Commitments of a Lender under each Tranche in accordance with Clause 9.1 (Illegality), request that the Total Aggregate Commitments under each Tranche be increased (and the Total Aggregate Commitments under each Tranche shall be so increased) in an aggregate Base Currency Amount amount in dollars of up to the amount of the Available Commitments or Commitments under each Tranche so cancelled or reduced under Clause 9.8 (Right of cancellation in relation to a Defaulting Lender) or ‎9.1 (Illegality) (as the case may be) as follows: (iii1) subject to Clause 2.2.7, the increased Commitments for each Tranche will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “"Increase Lender”") selected by the Company Borrower (each of which shall not be an Investor Affiliate or a member of the Group) Group or an Affiliate of any member of the Group and which is further acceptable to the Facility Agent (acting reasonably)) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments for each Tranche which it is to assume, as if it had been an Original Lender;; Index (iv2) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (v3) each Increase Lender shall become a Party as a “"Lender” " and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (vi4) the Commitments under each Tranche of the other Lenders shall continue in full force and effect; and (vii5) any increase in the Total Aggregate Commitments under each Tranche shall take effect on the date specified by the Company Borrower in the notice referred to above or any later date on which the conditions set out in paragraph (b) below Clause 2.2.2 are satisfied. (b) 2.2.2 An increase in the Total Aggregate Commitments will only be effective on: (iA) the execution by the Facility Agent of an Increase Confirmation from the relevant Increase Lender; (iiB) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) , the performance by the Facility Agent of all necessary “"know your customer” " or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments under each Tranche by that Increase Lender, the completion of which the Facility Agent shall promptly notify to the Company Borrower, the Increase Lender and the Increase LenderFronting Bank; and (C) in relation to an increase to the Commitments under Tranche C only, the Fronting Bank consenting to that increase. (c) 2.2.3 Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) 2.2.4 Unless the Facility Agent otherwise agrees or the increased Commitment under each Tranche is assumed by an existing Lender, the Company Borrower shall, on the date upon which the increase takes effect, pay to the Facility Agent (for its own account) a fee of £1,500 $2,500 and the Company Borrower shall within three (3) Business Days of promptly on demand pay the Agent and the Security Agent each Administrative Finance Party the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them that Administrative Finance Party and, in the case of the Security AgentTrustee, by any Receiver Insolvency Officer or Delegate in connection with any increase in Commitments under each Tranche, under this Clause 2.2.2.2 (Increase). Index (e) The Company 2.2.5 Subject to the terms of this Agreement, the Borrower may pay to the Increase Lender a fee in the amount and at the times agreed between the Company Borrower and the Increase Lender in a Fee Letterfee letter. (f) 2.2.6 Clause 27.4 25.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 (Increase) in relation to an Increase Lender as if references in that Clause to: (iA) an “"Existing Lender” " were references to all the Lenders immediately prior to the relevant increase; (iiB) the “"New Lender” " were references to that “"Increase Lender”"; and (iiiC) a “"re-transfer” " and “"re-assignment” " were references to respectively a “"transfer” " and “"assignment”". 2.2.7 No Increase Lender may assume any increased Commitments under a Tranche (the "relevant Tranche") pursuant to the preceding provisions of this Clause 2.2 (Increase) without also assuming increased Commitments under the other Tranches in the same proportion borne by the increased Commitments so assumed under the relevant Tranche to the Aggregate Commitments under that Tranche (before taking into account such increased Commitments).

Increase. (a) The Company Obligors’ Agent may by giving prior notice to the Agent by no later than the date falling 20 Business Days after the effective date of a cancellation of: (i) the Available Commitments of a Defaulting Lender in accordance with Clause 9.5 9.7 (Right of cancellation in relation to a Defaulting Lender); or (ii) the Commitments of a Lender in accordance with Clause 9.1 (Illegality), request that the Total Commitments be increased (and the Total Commitments under the Facility shall be so increased) in an aggregate amount in the Base Currency Amount of up to the amount of the Available Commitments or Commitments so cancelled as follows: (iiiA) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Increase Lender”) selected by the Company Obligors’ Agent (each of which shall not be an Investor Affiliate or a member of the Group) Group and which is further acceptable to the Agent (acting reasonably)) and each of which confirms confirms, at that time, its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender, provided that for the avoidance of doubt no Lender shall have any obligation under this paragraph (A) to make such a confirmation; (ivB) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (vC) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (viD) the Commitments of the other Lenders shall continue in full force and effect; and (viiE) any increase in the Total Commitments shall take effect on the date specified by the Company Obligors’ Agent in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender;; and (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Company Obligors’ Agent, and the Increase Lender. (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lenderagrees, the Company Obligors’ Agent shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 EUR 2,000 and the Company Obligors’ Agent shall within three (3) Business Days of promptly on demand pay the Agent and the Security Agent Trustee the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security AgentTrustee, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2. (e) The Company Obligors’ Agent may pay to the Increase Lender a fee in the amount and at the times agreed between the Company Obligors’ Agent and the Increase Lender in a Fee Letter. (f) Clause 27.4 25.5 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. (ai) The Company may by giving prior notice may, at any time but in any event not more than twice during any calendar year, make a written request (an “Increase Request”) to the Administrative Agent (who shall forward a copy to each Lender) that the Commitments be increased, in the amount of $10,000,000 or an integral multiple thereof, provided that after giving effect to any such increase, the aggregate amount of the Commitments shall not exceed $2,000,000,000 and the Foreign Currency Sublimit shall not exceed $500,000,000. Such Increase Request shall include a certification by a senior officer of the Company that (x) no Default or Event of Default has occurred and is continuing on and as of the date of such Increase Request and (y) the representations and warranties contained in Section 4.01 are correct in all material respects on and as of the Increase Date (as defined below), before and immediately after giving effect to such increase, as though made on and as of such Increase Date. Any such increase in Commitments shall be effective as of a date (the “Increase Date”) specified in the related Increase Request that is (i) prior to the latest Extended Termination Date and (ii) at least 10 days after the date of such Increase Request. Each Increase Request shall specify the date by which Lenders who wish to increase their Commitments must consent to such increase (the “Commitment Date”), which date shall be no later than the date falling 20 five Business Days after prior to the effective date related Increase Date. Each Lender that is willing to increase its Commitment (each an “Increasing Lender”), shall notify the Administrative Agent on or prior to the Commitment Date of a cancellation of:the amount by which it is willing to increase its Commitment, which amount shall not exceed the respective amount specified in the relevant Increase Request. No Lender shall be obligated to increase its Commitment pursuant to this FIVE YEAR CREDIT AGREEMENT Section 2.01 (ic) and any such increase shall be in the Available sole discretion of each Lender. Any Lender that fails to respond on or before the Commitment Date shall be deemed to have declined to increase its Commitment. If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of a Defaulting Lender the requested increase, the requested increase shall be allocated among the Lenders willing to participate therein ratably in accordance with Clause 9.5 (Right of cancellation in relation the amount by which they offered to a Defaulting Lender); orincrease their respective Commitments on the Commitment Date. (ii) Not later than two (2) days following each Commitment Date, the Administrative Agent shall notify the Company as to the amount, if any, by which the Lenders are willing to participate in the requested increase. If the aggregate amount by which the Lenders are willing to increase their Commitments on any such Commitment Date is less than the requested amount, then the Commitments of those Lenders that are willing to increase their Commitments shall be increased as provided in subsection (iii) below and any one or more Persons eligible to participate as an assignee pursuant to Section 8.07 (which may include any Lender with the consent of such Lender) (each such Person, and any Person that agrees to become a Lender in accordance with Clause 9.1 (IllegalitySection 2.01(d), request that the Total Commitments be increased (and the Total Commitments shall be so increased) in an aggregate Base Currency Amount of up to the amount of the Available Commitments or Commitments so cancelled as follows: (iii) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Increase Additional Commitment Lender”) selected by that agrees to provide Commitments for the Company (each of which shall not be an Investor Affiliate or a member of the Group) and which is further acceptable to the Agent (acting reasonably) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender; (iv) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (v) each Increase Lender shall shortfall may become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (vi) the Commitments of the other Lenders shall continue in full force and effect; and (vii) any increase in the Total Commitments shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to this Agreement by executing and delivering, together with the Intercreditor Agreement; and (B) the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws Company, an agreement in form and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify substance satisfactory to the Company and the Increase Lender. Administrative Agent (can “Additional Commitment Agreement”) Each Increase pursuant to which such Additional Commitment Lender shall undertake a Commitment (if any such Additional Commitment Lender is a Lender, by executing the Increase Confirmationits Commitment shall be in addition to such Lender’s Commitment hereunder), confirms (and such Additional Commitment Lender shall become a “Lender” for the avoidance all purposes of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior and, to the date on which extent provided therein, shall have the increase becomes effective. (d) Unless the Agent otherwise agrees rights and obligations of a Lender hereunder; provided that each such Person or the increased Persons shall provide a Commitment is assumed by in an existing Lender, the Company shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2at least $5,000,000. (e) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter. (f) Clause 27.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) On each Increase Date, each Person that accepts an offer to participate in a “re-transfer” requested Commitment increase in accordance with Section 2.01(c) shall become a Lender party to this Agreement as of such Increase Date and “re-assignment” were references the Commitment of each Increasing Lender shall be increased as of such Increase Date by the amount set forth in its notice delivered to respectively a “transfer” the Administrative Agent in accordance with Section 2.01(c)(i) (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.01(c)(i)), and “assignment”if on the Increase Date any Advances are outstanding, the Borrowers shall borrow Advances from the Additional Commitment Lenders, and/or prepay the outstanding Advances, in such amounts and in such Currency or Currencies as are required to cause the outstanding Advances to be held ratably by all Lenders.

Increase. Subject to the satisfaction of the conditions precedent set forth in Section 5 below, and in reliance on the representations and warranties set forth in Section 6 below, each Increasing Lender party hereto hereby agrees to provide new Revolving Commitments pursuant to Section 2.09 of the Credit Agreement in an amount equal to $60,000,000, such that after giving effect to such Incremental Revolving Commitments, the Revolving Commitments of each Lender shall be as set forth beside such Xxxxxx's name under the Commitment Schedule attached hereto. The Incremental Revolving Commitments and any amounts borrowed in respect of the Incremental Revolving Commitments ("Incremental Revolving Loans") shall constitute Revolving Commitments and Revolving Loans under the Credit Agreement, respectively, shall be entitled to all the benefits afforded by the Credit Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. The Borrowers shall take any actions reasonably required by the Administrative Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the UCC or otherwise after giving effect to the Incremental Revolving Commitments, Incremental Revolving Loans and the corresponding increase in the Aggregate Revolving Commitment set forth herein. The interest margins for the Incremental Revolving Loans shall be the same interest margins for the Revolving Loans under the Credit Agreement. The outstanding unpaid principal balance and all accrued and unpaid interest on the Incremental Revolving Loans shall be due and payable on the earlier of (a) The Company may by giving prior notice to the Agent by no later than Maturity Date, and (b) the date falling 20 Business Days after of the effective date acceleration of a cancellation of: (i) the Available Commitments of a Defaulting Lender Revolving Loans in accordance with Clause 9.5 (Right the terms of cancellation the Credit Agreement. Further the Revolving Incremental Commitments provided in relation to a Defaulting Lender); or (ii) the Commitments of a Lender in accordance connection with Clause 9.1 (Illegality), request that the Total Commitments be increased (and the Total Commitments this Amendment shall be so increased) in an aggregate Base Currency Amount of up to reduce dollar for dollar the amount of the Available additional available Revolving Commitments or Commitments so cancelled as follows: (iiiunder Section 2.09(e) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Increase Lender”) selected by the Company (each of which shall not be an Investor Affiliate or a member of the Group) and which is further acceptable to the Agent (acting reasonably) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender; (iv) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (v) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (vi) the Commitments of the other Lenders shall continue in full force and effect; and (vii) any increase in the Total Commitments shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfiedCredit Agreement. (b) An increase in the Total Commitments will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Company and the Increase Lender. (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2. (e) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter. (f) Clause 27.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. (ai) The Company may by giving prior notice may, at any time but in any event not more than twice during any calendar year, make a written request (an “Increase Request”) to the Administrative Agent (who shall forward a copy to each Lender) that the Commitments be increased, in the amount of $10,000,000 or an integral multiple thereof, provided that after giving effect to any such increase, the aggregate amount of the Commitments shall not exceed $1,500,000,000 and the Foreign Currency Sublimit shall not exceed $500,000,000. Such Increase Request shall include a certification by a senior officer of the Company that (x) no Default or Event of Default has occurred and is continuing on and as of the date of such Increase Request and (y) the representations and warranties contained in Section 4.01 are correct in all material respects on and as of the Increase Date (as defined below), before and immediately after giving effect to such increase, as though made on and as of such Increase Date. Any such increase in Commitments shall be effective as of a date (the “Increase Date”) specified in the related Increase Request that is (i) prior to the latest Extended Termination Date and (ii) at least 10 days after the date of such Increase Request. Each Increase Request shall specify the date by which Lenders who wish to increase their Commitments must consent to such increase (the “Commitment Date”), which date shall be no later than the date falling 20 five Business Days after prior to the effective date related Increase Date. Each Lender that is willing to increase its Commitment (each an “Increasing Lender”), shall notify the Administrative Agent on or prior to the Commitment Date of a cancellation of: (ithe amount by which it is willing to increase its Commitment, which amount shall not exceed the respective amount specified in the relevant Increase Request. No Lender shall be obligated to increase its Commitment pursuant to this Section 2.01(c) and any such increase shall be in the Available sole discretion of each Lender. If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of a Defaulting Lender the requested increase, the requested increase shall be allocated among the Lenders willing to participate therein ratably in accordance with Clause 9.5 (Right of cancellation in relation the amount by which they offered to a Defaulting Lender); orincrease their respective Commitments on the Commitment Date. (ii) Not later than two (2) days following each Commitment Date, the Administrative Agent shall notify the Company as to the amount, if any, by which the Lenders are willing to participate in the requested increase. If the aggregate amount by which the Lenders are willing to increase their Commitments on any such Commitment Date is less than the requested amount, then the Commitments of those Lenders that are willing to increase their Commitments shall be increased as provided in subsection (iii) below and any one or more Persons eligible to participate as an assignee pursuant to Section 8.07 (which may include any Lender with the consent of such Lender) (each such Person, and any Person that agrees to become a Lender in accordance with Clause 9.1 (IllegalitySection 2.01(d), request that the Total Commitments be increased (and the Total Commitments shall be so increased) in an aggregate Base Currency Amount of up to the amount of the Available Commitments or Commitments so cancelled as follows: (iii) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Increase Additional Commitment Lender”) selected by that agrees to provide Commitments for the Company (each of which shall not be an Investor Affiliate or a member of the Group) and which is further acceptable to the Agent (acting reasonably) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender; (iv) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (v) each Increase Lender shall shortfall may become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (vi) the Commitments of the other Lenders shall continue in full force and effect; and (vii) any increase in the Total Commitments shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to this Agreement by executing and delivering, together with the Intercreditor Agreement; and (B) the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws Company, an agreement in form and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify substance satisfactory to the Company and the Increase Lender. Administrative Agent (can “Additional Commitment Agreement”) Each Increase pursuant to which such Additional Commitment Lender shall undertake a Commitment (if any such Additional Commitment Lender is a Lender, by executing the Increase Confirmationits Commitment shall be in addition to such Lender’s Commitment hereunder), confirms (and such Additional Commitment Lender shall become a “Lender” for the avoidance all purposes of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior and, to the date on which extent provided therein, shall have the increase becomes effective. (d) Unless the Agent otherwise agrees rights and obligations of a Lender hereunder; provided that each such Person or the increased Persons shall provide a Commitment is assumed by in an existing Lender, the Company shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2at least $5,000,000. (e) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter. (f) Clause 27.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) On each Increase Date, each Person that accepts an offer to participate in a “re-transfer” requested Commitment increase in accordance with Section 2.01(c) shall become a Lender party to this Agreement as of such Increase Date and “re-assignment” were references the Commitment of each Increasing Lender shall be increased as of such Increase Date by the amount set forth in its notice delivered to respectively a “transfer” the Administrative Agent in accordance with Section 2.01(c)(i) (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.01(c)(i)), and “assignment”if on the Increase Date any Advances are outstanding, the Borrowers shall borrow Advances from the Additional Commitment Lenders, and/or prepay the outstanding Advances, in such amounts and in such Currency or Currencies as are required to cause the outstanding Advances to be held ratably by all Lenders.

Increase. (a) The Company Borrower may at any time from time to time, upon prior written notice by giving prior notice the Borrower to the Agent Administrative Agent, increase the New Commitments by no later than a maximum aggregate amount of up to Five Hundred Million Dollars ($500,000,000) with additional New Commitments from any existing New Lenders and/or with new New Commitments from any other Person selected by the date falling 20 Business Days after Borrower and reasonably acceptable to the effective date of a cancellation ofAdministrative Agent; provided that: (i) the Available Commitments any such increase shall be in a minimum principal amount of a Defaulting Lender $10,000,000 and in accordance with Clause 9.5 (Right integral multiples of cancellation $1,000,000 in relation to a Defaulting Lender); orexcess thereof; (ii) no Default or Unmatured Default shall exist and be continuing at the Commitments time of a Lender in accordance with Clause 9.1 (Illegality), request that the Total Commitments be increased (and the Total Commitments shall be so increased) in an aggregate Base Currency Amount of up to the amount of the Available Commitments or Commitments so cancelled as follows:any such increase; (iii) the increased Commitments will no existing New Lender shall be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Increase under any obligation to increase its New Commitment and any such decision whether to increase its New Commitment shall be in such New Lender”) selected by the Company (each of which shall not be an Investor Affiliate or a member of the Group) 's sole and which is further acceptable to the Agent (acting reasonably) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lenderabsolute discretion; (iv) each of the Obligors and (A) any Increase new New Lender shall assume obligations towards one another join this Agreement by executing such joinder documents required by the Administrative Agent and/or acquire rights against one another as (B) any existing New Lender electing to increase its New Commitment shall have executed a commitment agreement reasonably satisfactory to the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender;Administrative Agent; and (v) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each condition precedent to such increase, the Borrower shall (x) deliver to the Administrative Agent a certificate dated as of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been date of such increase signed by an Original Lender; (vi) the Commitments Authorized Officer of the other Lenders shall continue in full force and effect; and (vii) any increase in the Total Commitments shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: Borrower (A) certifying and attaching the Increase Lender entering into resolutions adopted by the documentation required for it Borrower approving or consenting to accede as a party to the Intercreditor Agreement; and such increase, and (B) certifying that, before and after giving effect to such increase, (1) the performance by the Agent of representations and warranties contained in Article V are true and correct in all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation material respects (except to the assumption extent such representations and warranties are qualified with "materiality" or "Material Adverse Effect" or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of the increased date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except to the extent such representations and warranties are qualified with "materiality" or "Material Adverse Effect" or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date and (2) no Default or Unmatured Default exists immediately before or after giving effect to the incurrence of such increase and (y) pay any applicable fee related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). In connection with the effectiveness of any increase under this ‎Section 2.01(b), (x) the Commitment Schedule shall be deemed amended to reflect such increase and the updated New Commitments by that Increase Lenderand Pro Rata Shares of the New Lenders, (y) the completion of which the Administrative Agent shall promptly notify the Borrower and the New Lenders of the updated Commitment Schedule and (z) to the Company and extent necessary to keep any outstanding New Loans allocated ratably to the Increase Lender. (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or New Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lendertheir updated Pro Rata Shares, the Company shallBorrower shall prepay (or, if the Administrative Agent determines in its sole discretion that a re-allocation of the New Loans can be accomplished without any cash prepayments or new cash New Loans by the New Lenders, be deemed to have prepaid) any New Loans owing by it and outstanding on the date upon which the of any such increase takes effect(and pay any additional amounts required pursuant to ‎Section 3.04). The provisions of this ‎Section 2.01(b) involving non-pro rata allocations, pay prepayments and New Loans shall supersede any provisions in Sections ‎2.19 or ‎8.02 to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2contrary. (e) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter. (f) Clause 27.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. (a) The Company Obligors' Agent may by giving prior notice to the Interim Facility Agent by no later than the date falling 20 Business Days after the effective date of a cancellation of: (i) the Available undrawn Interim Commitments of a Defaulting Lender in accordance with Clause 9.5 paragraph 3 of Part II (Right of cancellation in relation to a Defaulting Lender)) of this Schedule 6; or (ii) the Interim Commitments of a an Interim Lender in accordance with Clause 9.1 11.3 (Illegality)) or paragraph 1 (Replacement of an Interim Lender) above, request that the Total Interim Commitments relating to any Interim Facility be increased (and the Total Interim Commitments relating to that Interim Facility shall be so increased) in an aggregate Base Currency Amount of up to the amount of the Available undrawn Interim Commitments or Interim Commitments relating to that Interim Facility so cancelled as followsdescribed in the following paragraphs. (b) Following a request as described in paragraph (a) above: (iiii) the increased Interim Commitments will be assumed by one or more Interim Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Increase Lender”) selected by the Company (each of which shall not be an Investor Affiliate or a member of the Group) and which is further acceptable to the Obligors' Agent (acting reasonably) and each of which confirms in writing (whether in the relevant Increase Confirmation or otherwise) its willingness to assume and does assume all the obligations of a an Interim Lender corresponding to that part of the increased Interim Commitments which it is to assume, as if it had been an Original Interim Lender; (ivii) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Interim Lender; (viii) each Increase Lender shall become a Party as a “Lender” an Interim Lender and any Increase Lender and each of the other Interim Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Interim Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Interim Lender; (viiv) the Interim Commitments of the other Interim Lenders shall continue in full force and effect; and (viiv) any increase in the Total Interim Commitments relating to an Interim Facility shall take effect on the date specified by the Company Obligors' Agent in the notice referred to above or any later date on which the conditions set out in paragraph (bc) below are satisfied. (bc) An increase in the Total Interim Commitments relating to an Interim Facility will only be effective on: (i) the execution by the Interim Facility Agent of an Increase Confirmation from the relevant Increase Lender; (ii) in relation to an Increase Lender which is not a an Interim Lender immediately prior to the relevant increase: (A) increase the Increase Lender entering into the documentation required for Interim Facility Agent being satisfied that it to accede as a party to the Intercreditor Agreement; and (B) the performance by the Agent of has complied with all necessary “"know your customer” " or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Interim Commitments by that Increase Lender, the completion of which the . The Interim Facility Agent shall promptly notify to the Company Obligors' Agent and the Increase LenderLender upon being so satisfied. (cd) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Interim Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Interim Lender or Interim Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2. (e) The Company may pay Interim Facility Agent shall, as soon as reasonably practicable after it has executed an Increase Confirmation, send to the Obligors' Agent a copy of that Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee LetterConfirmation. (f) Clause 27.4 24.3 (Limitation of responsibility of Existing Interim Lenders) shall apply mutatis mutandis in this Clause 2.2 paragraph 2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” Interim Lender were references to all the Interim Lenders immediately prior to the relevant increase; (ii) the “New Lender” Interim Lender were references to that “Increase Lender”; and (iii) a “re-transfer” transfer and “re-assignment” assignment were references to respectively a “transfer” transfer and “assignment”.

Increase. (a) The Company may by giving prior notice to the Agent by no later than the date falling 20 Business Days after the effective date of a cancellation of: (i) the Available Commitments of a Defaulting Lender in accordance with Clause 9.5 (Right of cancellation in relation to a Defaulting Lender); or (ii) the Commitments of a Lender in accordance with Clause 9.1 (Illegality), request that the Total Commitments be increased (and the Total Commitments shall be so increased) in an aggregate Base Currency Amount of up to the amount of the Available Commitments or Commitments so cancelled as follows: (iii) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Increase Lender”) selected by the Company (each of which shall not be an Investor Affiliate or a member of the Group) and which is further acceptable to the Agent (acting reasonably) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender; (iv) each of the Obligors and At any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (v) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (vi) the Commitments of the other Lenders shall continue in full force and effect; and (vii) any increase in the Total Commitments shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Company and the Increase Lender. (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement time on or prior to December 31, 2002, the date on which Borrowers may increase the increase becomes effective. (d) Unless aggregate amount of the Agent otherwise agrees or the increased Commitment is assumed Commitments by an amount not greater than $50,000,000 and to an amount not greater than $125,000,000 (any such increase, a "Commitment Increase") by designating either one or more of the existing LenderLenders (each of which, the Company shallin its sole discretion, on the date upon which the increase takes effect, pay may determine whether and to what degree to offer to participate in such Commitment Increase) or one or more other banks or other financial institutions reasonably acceptable to the Administrative Agent that at the time agree, in the case of any such bank or financial institution that is an existing Lender to increase its Commitment (for its own accountan "Increasing Lender") a fee of £1,500 and the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of any other such bank or financial institution (an "Additional Lender"), to become a party to this Agreement. The sum of the Security increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.5(b) to the Administrative Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2which shall promptly provide a copy of such notice to the Lenders. (eii) The Company may pay Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (1) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrowers and each other Loan Party, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (2) certified copies of the Commitment Increase Approvals and such opinions of counsel for the Borrowers with respect to the Commitment Increase as the Administrative Agent may reasonably request, and (3) a certificate (the statements contained in which shall be true) of a duly authorized officer of MasTec stating that both before and after giving effect to such Commitment Increase (x) no Event of Default has occurred and is continuing, (y) all representations and warranties made by the Borrowers in this Agreement are true and correct in all materials respects, and (z) all Commitments Increase Approvals have been obtained and are in full force and effect, and (B) the funding by each Increasing Lender a fee and Additional Lender of the Loan(s) to be made by each such Lender described in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letterparagraph (iii) below. (fiii) Clause 27.4 On the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall (Limitation A) automatically and without further action acquire from each Person who was a Lender immediately prior to such effectiveness a portion of responsibility such Lender's Letter of Existing LendersCredit Obligations and (B) provide funds to the Administrative Agent, if requested by the Administrative Agent to do so, in the manner described in Section 2.1 in an amount equal to the product of (x) the ratio (expressed as a percentage) of the aggregate principal amount of Loans outstanding hereunder immediately prior to such Commitment Increase, to the Commitments immediately after giving effect to such Commitment Increase, multiplied by (y) the amount of any such Increasing Lender's Commitment Increase or such Additional Lender's Commitment, as the case may be. The funds so provided by any Lender shall be deemed to be such Lender's Ratable Share of a Borrowing made on the date of such Commitment Increase. The proceeds of the Loans described in the preceding clause (A) shall apply mutatis mutandis in this Clause 2.2 in relation be paid by the Administrative Agent to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” the Persons which were references to all the Lenders immediately prior to the relevant increase;Commitment Increase for application to the principal amount of Loans held by them, such that after giving effect to such Commitment Increase and the advances(s) made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of advances made by the Lenders Ratably in accordance with their Ratable Shares of the Commitments. If any Commitment Increase results in repayment of any LIBOR Loan other than on the last day of the Interest Period therefor, the Borrowers shall pay any amounts due pursuant to Section 4.10. (iiiv) Notwithstanding any provision contained herein to the “New Lender” were references contrary, from and after the date of any Commitment Increase and the making of any advances on such date pursuant to that “Increase Lender”; and paragraph (iii) a “re-transfer” above, calculations and “re-assignment” were references to respectively a “transfer” payments of interest on the Loan shall take into account the actual Commitment of each Lender and “assignment”the principal amount outstanding of each advance made by such Lender during the relevant period of time.

Increase. (a) The Company may by giving prior notice to the Facility Agent by no later than after (or, at the date falling 20 Business Days Company's election, prior to (provided that such notice is expressed to be effective only on or after the occurrence of)) the effective date of a cancellation of: (i) the Available Commitments of a Defaulting Lender in accordance with Clause 9.5 9.10 (Right of cancellation in relation to a Defaulting Lender); (ii) the Commitments of an Illegal Lender; or (iiiii) the Commitments of a Lender in accordance with paragraph (a) of Clause 9.1 24.13 (IllegalityRight of Replacement), request that the Total Commitments relating to the Facility be increased (and the Total Commitments relating to the Facility shall be so increased) in an aggregate Base Currency Amount amount of up to the amount of the Available Commitments or Commitments relating to the Facility so cancelled as follows: (iiiiv) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “"Increase Lender”") selected by the Company (each of which shall not be an Investor Affiliate a MGO Group Member or a member of the Group) and which is further acceptable to the Agent (acting reasonablyListCo Group Member) and each of which confirms in writing (whether in the relevant Increase Confirmation or otherwise) its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender; (ivv) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (vvi) each Increase Lender shall become a Party as a “"Lender” " and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (vivii) the Commitments of the other Lenders shall continue in full force and effect; and (viiviii) any increase in the Total Commitments relating to the Facility shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments relating to the Facility will only be effective on: (i) the execution by the Facility Agent of an Increase Confirmation from the relevant Increase Lender;; and (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) the performance by the Facility Agent of being satisfied that it has complied with all necessary “"know your customer” " or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the . The Facility Agent shall promptly notify to the Company and the Increase LenderLender upon being so satisfied. (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company The Increase Lender shall, on the date upon which the increase takes effect, pay to the Facility Agent (for its own account) a fee of £1,500 in an amount equal to the fee which would be payable under Clause 24.4 (Assignment or transfer fee) if the increase was a transfer pursuant to Clause 24.6 (Procedure for Transfer) and if the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2Increase Lender was a New Lender. (e) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter. (f) Clause 27.4 24.5 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “"Existing Lender” " were references to all the Lenders immediately prior to the relevant increase; (ii) the “"New Lender” " were references to that “"Increase Lender”"; and (iii) a “"re-transfer” " and “"re-assignment” " were references to respectively a “"transfer” " and “"assignment”". (f) The Parties acknowledge and agree that the effective date of any increase pursuant to this Clause 2.2 may be the same date as the effective date of any cancellation referred to in paragraph (a)(i) to (a)(iii) above.

Increase. 2.2.1 The Borrowers may submit an Increase Request on or before 30 June 2015 or at any subsequent time during the Facility Period as may be acceptable to the Arranger, provided that (a) The Company may by giving prior notice to there shall be no more than two increases of the Agent by no later than Commitments in accordance with the date falling 20 Business Days after provisions of this Clause 2.2 during the effective date Facility Period and each increase will be of a cancellation of: an amount that does not exceed 50% of the aggregate Market Value of the Additional Vessels that are provided as security for such Increase Request and (ib) the Available Total Commitments cannot be more than $150,000,000. 2.2.2 Any increase of the Commitments of a Defaulting Lender pursuant to this Clause 2.2 shall be subject to the approval of that Lender (acting in accordance with Clause 9.5 its absolute discretion). Nothing in this Agreement or the other Finance Documents shall be read or construed as (Right a) imposing an obligation on any Lender to approve any Increase Request OR (b) prohibiting an increase of cancellation in relation to a Defaulting Lender); or (ii) the Commitments of a Lender in accordance with the provisions of this Clause 9.1 2.2 (Illegalitysubject always to the approval of that Lender (acting in its absolute discretion), request that ) if one of the Total other Lenders do not approve an increase of their respective Commitments be increased (requested pursuant to the relevant Increase Request. The Arranger and the Total Security Parties shall collaborate and shall use reasonable efforts to procure that (a) one or more Lenders (other than ABN AMRO Capital USA LLC) approve an increase of their respective Commitments shall be so increasedand/or (b) one or more banks or financial institutions (each such entity listed in (a) or (b) being an aggregate Base Currency Amount of “Increase Lender”) becomes a Lender and assumes a Commitment (up to the amount Maximum Loan Amount in aggregate), as requested pursuant to the relevant Increase Request, but the Arranger shall have no further obligations in this respect (including but not limited to an obligation to procure that ABN AMRO Capital USA LLC (as Lender) approves an increase of its Commitment). 2.2.3 Subject always to the Available Commitments or Commitments so cancelled as follows: (iii) provisions of this Clause 2.2, the increased Commitments will be assumed by one or more Lenders or other banksIncrease Lenders, financial institutions, trusts, funds or other entities (each an “Increase Lender”) selected by the Company (each of which shall not be an Investor Affiliate or a member of confirm in writing (in the Grouprelevant Increase Confirmation) and which is further acceptable to the Agent (acting reasonably) and each of which confirms its willingness to assume and does assume that it assumes all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender;. (iv) each of the Obligors 2.2.4 Each Security Party and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors Security Parties and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender;. (v) each 2.2.5 Each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender;. (vi) 2.2.6 Following the increase of any Commitment pursuant to this Clause 2.2, the Commitments of the other Lenders shall continue in full force and effect; and. (vii) any 2.2.7 Any increase in the Total Commitments any Commitment shall take effect on the date specified by the Company in the notice referred to above Increase Confirmation or any later date on which the conditions set out in paragraph (b) below Clause 2.2.8 are satisfied. (b) 2.2.8 An increase in the Total Commitments of an Increase Lender will only be effective on: (ia) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; (iib) in relation to an Increase Lender which is not a Lender immediately prior to the owner of the relevant increase:Additional Vessel becoming an Additional Borrower in accordance with the provisions of Clause 24.2 (Additional Borrowers); (Ac) satisfaction of all the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreementconditions set out in Clause 24.2 (Additional Borrowers); and (Bd) the performance by the Agent of being satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the . The Agent shall promptly notify to the Company and the Increase Lender, the other Lenders and the Borrowers upon being so satisfied, Provided always that (i) such an increase is proposed in relation to working capital or the financing or refinancing the whole or part of the aggregate purchase price of a Purchased Vessel and (ii) if the Total Commitments are increased the Borrowers shall provide security over Additional Vessels in an amount not less than two hundred per cent (200%) of such increase in Total Commitment in favour of the Security Agent in accordance with the provisions of this Agreement and subject always to such security being satisfactory (in form and substance) to all the Lenders. (c) 2.2.9 Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, 2.2.10 The Borrowers shall promptly on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2. (e) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter. (f) 2.2.11 Clause 27.4 23.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (ia) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (iib) the “New Lender” were references to that “Increase Lender”; and (iiic) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. (a) 2.2.1 The Company Parent may by giving prior notice to the Agent by no later than the date falling 20 10 Business Days after the effective date of a cancellation of:of:- (ia) the Available Commitments of a Defaulting Lender in accordance with Clause 9.5 (Right of cancellation in relation to a Defaulting Lender); or (iib) the Commitments of a Lender in accordance with Clause 9.1 (Illegality), ; request that the Total Commitments be increased (and the Total Commitments under that Facility shall be so increased) in an aggregate amount in the Base Currency Amount of up to the amount of the Available Commitments or Commitments so cancelled as follows:follows:- (iiic) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Increase Lender”) selected by the Company Parent (each of which shall not be an Investor a Sponsor Affiliate or a member of the Group) Group and which is further acceptable to the Agent (acting reasonably)) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender; (ivd) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (ve) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (vif) the Commitments of the other Lenders shall continue in full force and effect; and (viig) any increase in the Total Commitments shall take effect on the date specified by the Company Parent in the notice referred to above or any later date on which the conditions set out in paragraph (b) Clause 2.2.2 below are satisfied. (b) 2.2.2 An increase in the Total Commitments will only be effective on:on:- (ia) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender;; and (iib) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) , the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Company Parent and the Increase Lender. (c) 2.2.3 Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) 2.2.4 Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lenderagrees, the Company Parent shall, on the date upon which the each increase takes effect, pay to the Agent (for its own account) a fee of £1,500 $3,500 and the Company Parent shall within three (3) Business Days of promptly on demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2. (e) 2.2.5 The Company Parent may pay to the Increase Lender a fee in the amount and at the times agreed between the Company Parent and the Increase Lender in a Fee Letter. (f) 2.2.6 Clause 27.4 28.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.to:-

Increase. Provided there exists no Default or Event of Default that is continuing, the Borrower may request, one time, that: (a) The Company any one or more existing Lenders increase, in their sole and absolute discretion, their respective Revolving Commitments, or (b) other financial institutions first approved by the Administrative Agent, in its reasonable credit judgment, agree to a Revolving Commitment (each such existing Lender who has agreed to increase its Revolving Commitment or such other financial institution who has agreed to provide a new Revolving Commitment, an “Acceding Lender”), so that the Aggregate Revolving Commitments may be increased by giving prior notice no more than $30,000,000 in the aggregate (for a maximum of total Aggregate Revolving Commitments of $100,000,000). Each such increase shall be subject to the Agent prior satisfaction of the following conditions, as determined by no later than the date falling 20 Business Days after the effective date of a cancellation ofAdministrative Agent: (i) the Available Commitments Borrower shall have requested the increase in writing to the Administrative Agent not less than ten (10) days prior to the effective date of a Defaulting Lender in accordance with Clause 9.5 (Right of cancellation in relation to a Defaulting Lender); orthe proposed new or increased Revolving Commitment; (ii) the Commitments of a applicable Acceding Lender in accordance with Clause 9.1 (Illegality), request that shall have underwritten and approved by its credit committees the Total Commitments be proposed new or increased (and the Total Commitments shall be so increased) in an aggregate Base Currency Amount of up to the amount of the Available Commitments or Commitments so cancelled as follows:Revolving Commitment; (iii) the increased Commitments will be assumed by Administrative Agent shall have received payment of any fees due and payable to it on or prior to the effective date of such increase pursuant to any written agreement with one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Increase Lender”) selected by the Company (each of which shall not be an Investor Affiliate or a member of the Group) and which is further acceptable Loan Parties relating to the Agent (acting reasonably) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lendersuch increase; (iv) each the increased portion of the Obligors Commitments shall be on the same terms and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another conditions as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lenderother Commitments hereunder; (v) each Increase Lender there shall become a Party as a “Lender” and any Increase Lender and each exist no Default or Event of Default that is continuing both at the time of the other Finance Parties shall assume obligations towards one another request for the increase and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had at the Increase Lender been an Original Lendertime at which the increase becomes effective; (vi) the Commitments Borrower and the other Loan Parties shall deliver to the Administrative Agent all documents (including, without limitation, new Notes and Loan Document modifications as the Administrative Agent may reasonably request), legal opinions, certificates and instruments as the Administrative Agent may require in its reasonable discretion in connection with such new Revolving Commitment or increase in the Revolving Commitments; (vii) no event, circumstance or condition shall exist which reasonably could be expected to have a Material Adverse Effect or a WJE Material Adverse Change; (viii) as of the date of such increase, the representations and warranties contained in the Loan Documents shall be true and correct in all material respects, with the same force and effect as if made on and as of such date (except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct in all material respects as of such earlier date); (ix) no Change in Law shall have occurred, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or threatened, which enjoins, prohibits, or restrains (or with respect to any litigation seeks to enjoin, prohibit, or restrain), the funding or repayment of any Loans, the granting or perfection of Liens in the Collateral, the consummation of any of the other Lenders shall continue in full force and effecttransactions contemplated hereby, or the use of proceeds hereof; and (viix) each Acceding Lender shall have delivered to the Administrative Agent, an Accession Agreement in substantially the form of Exhibit 2.04(b) hereto or any increase other form approved by the Administrative Agent and the Borrower (an “Accession Agreement”) with the Borrower and the Administrative Agent and assuming thereunder an increased Revolving Commitment or a new Revolving Commitment in an amount to be agreed upon by the Total Borrower, such Acceding Lender and the Administrative Agent, in their sole discretion, to make Loans pursuant to the terms hereof. A new Acceding Lender shall become party to this Agreement by entering into an Accession Agreement. Upon the due execution and delivery of each Accession Agreement and satisfaction of each of the foregoing conditions, the Aggregate Revolving Commitments shall take effect on thereupon be increased by the amount of such Acceding Lender’s Revolving Commitment. No Lender is obligated to increase its Revolving Commitment under any circumstances whatsoever, and no Lender’s Revolving Commitment may be increased except by its execution and delivery of an Accession Agreement. On the effective date specified by in any duly executed and delivered Accession Agreement: (1) the Company in Acceding Lender, to the notice referred extent not already a Lender, shall be a “Lender” hereunder and a party hereto, entitled to above or any later date on which the conditions set out in paragraph rights and benefits, and subject to the duties, of a Lender under the Loan Documents, (2) Schedule 2.01 hereto shall be deemed to be amended to reflect (a) the name, address, Revolving Commitment, and Applicable Percentage of such Acceding Lender, (b) below are satisfied. (b) An increase in the Total Aggregate Revolving Commitments will only be effective on: (i) the execution as increased by the Agent of an Increase Confirmation from the relevant Increase such Acceding Lender; (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws ’s Revolving Commitment, and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Company and the Increase Lender. (c) the changes to the other Lenders’ respective Applicable Percentages and any changes to the other Lenders’ respective Revolving Commitments (in the event such Lender is also the Acceding Lender) resulting from such assumption and such increased Aggregate Revolving Commitments, and (3) such Acceding Lender’s wire transfer instructions shall be as specified in its Accession Agreement. Each Increase Lender’s Applicable Percentage shall be recalculated to reflect the new proportionate share of the revised total Revolving Commitments and increased Aggregate Revolving Commitments. Upon request of any Acceding Lender, by executing Borrower shall issue a Note to evidence the Increase Confirmation, confirms (for the avoidance principal amount of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf such Lender’s Revolving Commitment. All new Loans occurring after an increase of the requisite Lender or Lenders Aggregate Revolving Commitments shall be funded in accordance with this Agreement on or prior to the date on which the increase becomes effectiveeach Lender’s revised Applicable Percentage. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2. (e) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter. (f) Clause 27.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. (a) The Company may may, by giving prior notice to the Agent by no later than the date falling 20 ten Business Days after the effective date of a cancellation of: (i) the Available Commitments of a Defaulting Lender in accordance with Clause 9.5 10.5 (Right of cancellation in relation to a Defaulting Lender); or (ii) the Commitments of a Lender in accordance with Clause 9.1 10.1 (Illegality) or paragraph (a) of Clause 10.4 (Right of replacement or repayment and cancellation in relation to a single Lender), request that the Total Commitments relating to any Facility be increased (and the Total Commitments relating to that Facility shall be so increased) in an aggregate Base Currency Amount of amount up to the amount of the Available Commitments or Commitments relating to that Facility so cancelled as follows: (iiiA) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities Eligible Institutions (each an “Increase Lender”) selected by the Company (each of which shall not be an Investor a Sponsor Affiliate or a member of the Group) and which is further acceptable to the Agent (acting reasonably) and each of which confirms in writing (whether in the relevant Increase Confirmation or otherwise) its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender; (ivB) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another another, as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (vC) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another another, as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (viD) the Commitments of the other Lenders shall continue in full force and effect; and (viiE) any increase in the Total Commitments relating to a Facility shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments relating to a Facility will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) the performance by Agent and the Security Agent of being satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the . The Agent shall promptly notify to the Company and the Increase LenderLender upon being so satisfied. (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless Each Increase Lender (other than a Lender as of the Agent otherwise agrees date of this Agreement) shall (or the increased Commitment is assumed by an existing Lender, the Company on its behalf shall, on the date upon which the increase takes effect, ) pay to the Agent (for its own account) a fee of £1,500 and the GBP 2,500. (e) The Company shall within three promptly on demand (3each demand shall be accompanied by reasonable supporting evidence (including, without limitation, receipts and invoices)) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal feesfees up to an agreed cap) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2. (ef) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the an Increase Lender in a Fee Letter. (fg) Clause 27.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. Whirlpool may request at any time and from time to time that the Aggregate Commitment be increased to a maximum amount of not more than $2,000,000,000; provided that (ai) The Company may by giving prior notice no increase in the Aggregate Commitment shall be made at a time when a Default or Unmatured Default shall have occurred and be continuing or would result from the requested increase, (ii) no increase in the Aggregate Commitment shall be made at any time after the Aggregate Commitment has been terminated or reduced in accordance with Section 2.03(c)(i), (iii) each partial increase shall be made in an aggregate amount at least equal to $10,000,000 and in integral multiples of $5,000,000 above such amount, (iv) Whirlpool shall have delivered to the Administrative Agent by no later than certified resolutions of the Board of Directors of Whirlpool authorizing such increase and borrowings in connection therewith and (v) all of the representations and warranties set forth in Article 6 (except for those contained in Sections 6.04, 6.05 and 6.07) shall be true and correct in all material respects as of the date falling 20 Business Days after of such request and as of the effective date of a cancellation of: (i) such increase. Any Lender may refuse to participate in any proposed increase in the Available Commitments of a Defaulting Lender Aggregate Commitment, and failure to respond to any request to participate in accordance with Clause 9.5 (Right of cancellation an increase in relation to a Defaulting Lender); or (ii) the Commitments of a Lender in accordance with Clause 9.1 (Illegality), request that the Total Commitments be increased (and the Total Aggregate Commitments shall be deemed to constitute a refusal to so increased) participate. In the event of such a requested increase in the Commitment, Whirlpool shall consult with the Administrative Agent, each Issuing Bank and each Fronting Bank as to the number, identity and requested Commitments of increasing Lenders and additional financial institutions that the Administrative Agent may invite to participate in the aggregate Commitment. The Administrative Agent will not unreasonably refuse to so invite a commercial bank organized, identified and requested by Whirlpool, that has capital and surplus reasonably satisfactory to the Administrative Agent, each Issuing Bank and each Fronting Bank in light of the Commitment which such commercial bank would assume hereunder; provided that each such assuming commercial bank shall, upon becoming a party to this Agreement, become an aggregate Base Currency Amount increasing Lender. The Administrative Agent shall promptly notify Whirlpool and the Lenders of up to any increase in the amount of the Available Commitments or Commitments so cancelled as follows: (iii) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Increase Lender”) selected by the Company (each of which shall not be an Investor Affiliate or a member Aggregate Commitment pursuant to this Section and of the Group) respective adjusted Commitment and which is further acceptable Ratable Share of each Lender after giving effect thereto. Each Borrower acknowledges that, in order to maintain Advances in accordance with the Agent (acting reasonably) and Ratable Share of each of which confirms its willingness to assume and does assume all the obligations of Lender, a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender; (iv) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (v) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (vi) the Commitments of the other Lenders shall continue in full force and effect; and (vii) any non-pro-rata increase in the Total Commitments shall take effect aggregate Commitment may require prepayment or funding of all or portions of certain Loans on the date specified by the Company in the notice referred to above of such increase (and any such prepayment or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments will only funding shall be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; (ii) in relation to an Increase Lender which is not a Lender immediately prior subject to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor other provisions of this Credit Agreement; and (B) the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Company and the Increase Lender). (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2. (e) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter. (f) Clause 27.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. (a) 2.2.1 The Company Parent may by giving prior notice to the Facility Agent by no later than the date falling 20 25 Business Days after the effective date of a cancellation of: (ia) the Available Commitments of a Defaulting Lender in accordance with Clause 9.5 11.5 (Right Cancellation of cancellation in relation to a Defaulting Lender); or (iib) the Commitments of a Lender in accordance with Clause 9.1 14.1 (Illegality), request that the Revolving Facility Total Commitments be increased (and the Revolving Facility Total Commitments shall be so increased) in an aggregate Base Currency Amount amount in U.S. Dollars of up to the amount of the Available Commitments or Commitments so cancelled as follows: (iiii) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Increase Lender”) selected by the Company Parent (each of which shall not be an Investor Affiliate or a member of the Group) Group and which is further acceptable to the Facility Agent (acting reasonably)) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lendera Lender on the Signing Date; (ivii) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lendera Lender on the Signing Date; (viii) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lendera Lender on the Signing Date; (viiv) the Commitments of the other Lenders shall continue in full force and effect; and (viiv) any increase in the Revolving Facility Total Commitments shall take effect on the date specified by the Company Parent in the notice referred to above or any later date on which the conditions set out in paragraph (b) sub-clause 2.2.2 below are satisfied. (b) 2.2.2 An increase in the Revolving Facility Total Commitments will only be effective on: (ia) the execution by the Facility Agent of an Increase Confirmation from the relevant Increase Lender;; and (iib) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) , the performance by the Facility Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Facility Agent shall promptly notify to the Company Parent and the Increase Lender. (c) 2.2.3 Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) 2.2.4 Unless the Facility Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company Increase Lender shall, on the date upon which the increase takes effect, pay to the Facility Agent (for its own account) a fee of £$1,500 and the Company Parent shall within three (3) Business Days of promptly on demand pay the Agent and the Security Facility Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate it in connection with any increase in Commitments under this Clause 2.22.2 (Increase). (e) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter. (f) 2.2.5 Clause 27.4 23.5 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 (Increase) in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. (a) The Company may at any time and from time to time, by giving prior written notice to the Agent by no later than Interim Facility Agent, request that the date falling 20 Business Days Interim Commitments relating to any Interim Facility be increased (and the Interim Commitments relating to that Interim Facility shall be so increased) if: (i) such increase takes effect after the effective date a cancellation of (or in advance of a cancellation of but in connection with a cancellation, repayment or prepayment of) any Interim Commitments of a Non-Consenting Lender, Defaulting Interim Lender or Replaced Interim Lender or of any Interim Lender in accordance with Clause 7.1 (Illegality) or Clause 7.2 (Change of Control) or otherwise in connection with Clause 2.3 (Replacement of an Interim Lender); (ii) such increase is contemplated by or otherwise permitted under the terms of the Commitment Documents or the Interim Documents or required to implement or complete the Transactions or is in respect of a rollover, roll- in or exchange of debt (or similar) in a manner permitted by the Commitment Documents or the Interim Documents; or (iii) such Interim Commitments will be used to replace or refinance (or are to replace or refinance) other commitments under or in respect of this Agreement. (b) Following a request as described in paragraph (a) above: (i) the Available Commitments of a Defaulting Lender in accordance with Clause 9.5 (Right of cancellation in relation to a Defaulting Lender); or (ii) the Commitments of a Lender in accordance with Clause 9.1 (Illegality), request that the Total Commitments be increased (and the Total Commitments shall be so increased) in an aggregate Base Currency Amount of up to the amount of the Available Commitments or Commitments so cancelled as follows: (iii) the increased Interim Commitments will be assumed by one or more Interim Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Increase Lender”) selected by the Company (each of which shall not be an Investor Affiliate or a member of the Group) and which is further acceptable to the Agent (acting reasonably) and each of which confirms in writing (whether in the relevant Increase Confirmation or otherwise) its willingness to assume and does assume all the obligations of a an Interim Lender corresponding to that part of the increased Interim Commitments which it is to assume, as if it had been an Original Lender; (ivii) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Interim Lender; (viii) upon signing the relevant Increase Confirmation, each Increase Lender shall become a Party as a “Lender” an Interim Lender and any Increase Lender and each of the other Interim Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Interim Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Interim Lender; (viiv) the Interim Commitments of the other Interim Lenders shall continue in full force and effect; and (viiv) any increase in the Total Interim Commitments relating to an Interim Facility shall take effect on the date specified by the Company in the notice Increase Confirmation referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Company and the Increase Lenderabove. (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Interim Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Interim Lender or Interim Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company The Increase Lender shall, on the date upon which the increase takes effect, pay to the Interim Facility Agent (for its own account) a fee of £1,500 in an amount equal to the fee which would be payable under Clause 21.3 (Assignment or transfer fee) if the increase was a transfer pursuant to Clause 21.5 (Procedure for transfer) and if the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2Increase Lender was a New Lender. (e) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter. (f) Clause 27.4 21.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 2.4 in relation to an Increase Lender as if references in that Clause 21.4 to: (i) an “Existing Lender” were references to all the Interim Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. (a) The Company may by giving prior notice to the Facility Agent by no later than the date falling 20 Business Days after the effective date of a cancellation of: (i) the Available Commitments of a Defaulting Lender in accordance with Clause 9.5 10.7 (Right of cancellation in relation to a Defaulting Lender); or (ii) the Commitments of a Lender in accordance with Clause 9.1 10.1 (Illegality), request that the Total Commitments relating to any Facility be increased (and the Total Commitments relating to that Facility shall be so increased) in an aggregate amount in the Base Currency Amount of up to the amount of the Available Commitments or Commitments relating to that Facility so cancelled as follows: (iiiA) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities entities, (each an “Increase Lender”) selected by the Company (each of which shall not be an Investor Affiliate or a member of the Group) and which is further acceptable to the Agent (acting reasonably) and each of which confirms in writing (whether in the relevant Increase Confirmation or otherwise) its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender; (ivB) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (vC) each Increase Lender which is not already a Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (viD) the Commitments of the other Lenders shall continue in full force and effect; and (viiE) any increase in the Total Commitments shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments will only be effective on: (i) the execution by the Facility Agent of an Increase Confirmation from the relevant Increase Lender; (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor this Agreement; and (B) the performance by the Facility Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Facility Agent shall promptly notify to the Company Company, the Increase Lender and the Increase LenderIssuing Bank; and (iii) in the case of an increase in the Total Revolving Facility Commitments, the Issuing Bank consenting to that increase. (c) The Facility Agent shall execute the Increase Confirmation as soon as reasonably practicable after it has received a duly completed Increase Confirmation appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement and the conditions in paragraphs (b)(ii) and (iii) above have been satisfied. (d) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (de) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company The Increase Lender shall, on the date upon which the increase takes effect, pay to the Facility Agent (for its own account) a fee of £1,500 in an amount equal to the fee which would be payable under Clause 28.4 (Assignment or transfer fee) if the increase was a transfer pursuant to Clause 28.6 (Procedure for transfer) and if the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2Increase Lender was a New Lender. (ef) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter. (fg) Clause 27.4 28.5 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. (a) 2.8.1 The Company Parent may by giving prior notice to the Facility Agent by no later than the date falling 20 ten Business Days after the effective date of a cancellation of: (i) 2.8.1.1 the Available Commitments of a Defaulting Lender in accordance with Clause 9.5 ‎7.4 (Right of cancellation in relation to a Defaulting Lender); or (ii) 2.8.1.2 the Commitments of a Lender in accordance with Clause 9.1 ‎14 (Illegality), request that the Total Commitments be increased (and the Total Commitments under the Facility shall be so increased) in an aggregate Base Currency Amount amount in US Dollars of up to the amount of the Available Commitments or Commitments so cancelled as follows: (iiia) the increased Commitments will be assumed by one or more Lenders or other banks, banks or financial institutions, trusts, funds or other entities institutions (each an “Increase Lender”) selected by the Company Parent (each of which shall not be an Investor Affiliate or a member of the Group) and which is further acceptable to the Agent (acting reasonably) and each of which confirms its willingness to assume (whether in the Increase Confirmation or otherwise) and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original LenderLender in respect of those Commitments; (ivb) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original LenderLender in respect of that part of the increased Commitments which it is to assume; (vc) each Increase Lender shall become a Party as a “Lender” Lender and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original LenderLender in respect of that part of the increased Commitments which it is to assume; (vid) the Commitments of the other Lenders shall continue in full force and effect; and (viie) any increase in the Total Commitments shall take effect on the date specified by the Company Parent in the notice referred to above or any later date on which the conditions set out in paragraph (b) Clause ‎2.8.2 below are satisfied. (b) 2.8.2 An increase in the Total Commitments will only be effective on: (i) 2.8.2.1 the execution by the Facility Agent of an Increase Confirmation from the relevant Increase Lender;; and (ii) 2.8.2.2 in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) , the performance by the Facility Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Facility Agent shall promptly notify to the Company Parent and the Increase Lender. (c) 2.8.3 Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effectiveeffective in accordance with this Agreement and that it is bound by that decision to the same extent as it would have been had it been an Original Lender. (d) 2.8.4 Unless the Facility Agent otherwise agrees or the increased Commitment is assumed by an existing LenderLender or Lenders, the Company Parent shall, on the date upon which the increase takes effect, pay to the Facility Agent (for its own account) a fee of £1,500 US$2,500 and the Company Parent shall within three (3) Business Days of promptly on demand pay the Agent and the Security Facility Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate it in connection with any increase in Commitments under this Clause 2.2‎2.8. (e) 2.8.5 The Company Parent may pay to the Increase Lender a fee in the amount and at the times agreed between the Company Parent and the Increase Lender in a separate Fee Letter. (f) Clause 27.4 (Limitation of responsibility of Existing Lenders) 2.8.6 Clauses ‎27.2.8, ‎27.2.9 and ‎27.2.10 shall apply mutatis mutandis in this Clause 2.2 ‎2.8 in relation to an Increase Lender as if references in that Clause to: (i) 2.8.6.1 an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) 2.8.6.2 the “New Lender” were references to that “Increase Lender”; and (iii) 2.8.6.3 a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. (a) The Company may by giving prior notice to the Agent by no later than the date falling 20 Business Days after the effective date of a cancellation of:: 10-16526587-2\13845-2639 50 (i) the Available Commitments of a Defaulting Lender in accordance with Clause 9.5 clause 10.7 (Right of cancellation in relation to a Defaulting Lender); or (ii) the Commitments of a Lender in accordance with Clause 9.1 clause 10.1 (Illegality), request that the Total Commitments under the relevant Facilities be increased (and the Total Commitments shall be so increased) in an aggregate amount in the Base Currency Amount of up to the amount of the Available Commitments or Commitments so cancelled as follows: (iii) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Increase Lender”) selected by the Company (each of which shall not be an Investor Affiliate or a member of the Group) Group and which is further acceptable to the Agent (acting reasonably)) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender; (iv) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (v) each Increase Lender shall become a Party as a “Lender” Lender and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (vi) the Commitments of the other Lenders shall continue in full force and effect; and (vii) any increase in the Total Commitments shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (bclause 2.2(b) below are satisfied. (b) An increase in the Total Commitments will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender;; and (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) increase the performance by the Agent of all necessary “"know your customer” " or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Company and the Increase Lender. (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the The Company shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of promptly on demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal feesfees 10-16526587-2\13845-2639 51 subject to any cap agreed in advance between the Company and the Agent) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2incurred. (e) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter. (f) Clause 27.4 28.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause clause 2.2 in relation to an Increase Lender as if references in that Clause clause to: (i) an “Existing Lender” Lender were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” Lender were references to that “Increase Lender”; and (iii) a “re-transfer” transfer and “re-assignment” assignment were references to respectively a “transfer” transfer and “assignment”.

Increase. (a) The Company may by giving prior notice to the Agent by no later than the date falling 20 Business Days after the effective date of a cancellation of: (i) the Available Commitments of a Defaulting Lender in accordance with paragraph (g) of Clause 9.5 7.5 (Right of replacement or repayment and cancellation in relation to a Defaulting single Lender); or (ii) the Commitments of a Lender in accordance with with: (A) Clause 9.1 7.1 (Illegality); or (B) paragraph (a) of Clause 7.5 (Right of replacement or repayment and cancellation in relation to a single Lender), request that the Total Commitments relating to the Facility be increased (and the Total Commitments relating to the Facility shall be so increased) in an aggregate Base Currency Amount amount in U.S. dollars of up to the amount of the Available Commitments or Commitments relating to the Facility so cancelled as follows: (iiii) the increased Commitments will be assumed by one or more Lenders or other banks, banks or financial institutions, trusts(each, funds or other entities (each an “Increase Lender”) selected by the Company (each of which shall not be an Investor Affiliate or a member of the Group) and which is further acceptable to the Agent (acting reasonably) and each of which confirms in writing (whether in the relevant Increase Confirmation or otherwise) its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender; (ivii) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (viii) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (viiv) the Commitments of the other Lenders shall continue in full force and effect; and (viiv) any increase in the Total Commitments relating to the Facility shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments relating to the Facility will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender;; and (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) the performance by , the Agent of being satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the . The Agent shall promptly notify to the Company and the Increase LenderLender upon being so satisfied. (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless The Company shall, promptly on demand, pay the Agent otherwise agrees or and the increased Commitment is assumed Security Agent the amount of all costs and expenses (including legal fees) reasonably incurred by an existing Lender, the Company either of them in connection with any increase in Commitments under this Clause 2.2. (e) The Increase Lender shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 in an amount equal to the fee which would be payable under Clause 23.4 (Assignment or transfer fee) if the increase was a transfer pursuant to Clause 23.6 (Procedure for transfer) and the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2. (e) The Company may pay to if the Increase Lender was a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee LetterNew Lender. (f) Clause 27.4 23.5 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. (a) The Company Borrower may by giving prior notice to the Agent by no later than the date falling 20 15 Business Days after the effective date of a cancellation of: (i) of the Available Commitments of a Defaulting Lender in accordance with Clause 9.5 7.10 (Right of cancellation in relation to Cancellation of a Defaulting Lender); or (ii) or the Commitments of a Lender in accordance with Clause 9.1 7.1 (Illegality), request that the Total Commitments be increased (and the Total Commitments shall be so increased) in an aggregate Base Currency Amount amount of up to the amount of the Available Commitments or Commitments so cancelled as follows:follows (the Request): (iiii) the increased Commitments will may be assumed by one or more Lenders or other banks, banks or financial institutions, trusts, funds or other entities institutions (each an “Increase Lender”) selected by the Company (each of which shall not be an Investor Affiliate or a member of the Group) and which is further acceptable to the Agent (acting reasonablyGroup Company) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Total Commitments which it is to assume, as if it had been an Original Lender; (ivii) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (viii) each Increase Lender shall become a Party as a “Lender” Lender and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (viiv) the Commitments of the other Lenders shall continue in full force and effect; and (viiv) any increase in the Total Commitments shall take effect on the date specified by the Company Borrower in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and; (B) the performance receipt by the Agent of all necessary “know your customer” or other similar checks under all applicable laws a written confirmation from OeKB (in form and regulations in relation substance satisfactory to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Company and the Increase Lender. (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubtAgent) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise XxXX agrees or the increased Commitment is assumed by an existing Lender, the Company shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2. (e) The Company may pay to the Increase Lender becoming a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter. (f) Clause 27.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. (a) The Company Parent may by giving prior notice to the Agent by no later than the date falling 20 5 Business Days after the effective date of a cancellation of: (i) the Available Commitments of a Defaulting Lender in accordance with Clause 9.5 7.5 (Right of cancellation in relation to a Defaulting Lender); or (ii) the Commitments of a Lender in accordance with Clause 9.1 7.1 (Illegality), request that the Total Commitments relating to any Facility be increased (and the Total Commitments relating to that Facility shall be so increased) in an aggregate amount in the Base Currency Amount of up to the amount of the Available Commitments or Commitments so cancelled as follows: (iii) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “"Increase Lender”") selected by the Company (each of which shall not be an Investor Affiliate or a member of the Group) Group nor an Investor nor an Affiliate of an Investor and which is further acceptable to the Agent (acting reasonably)) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender; (iv) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (v) each Increase Lender shall become a Party as a “"Lender” " and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (vi) the Commitments of the other Lenders shall continue in full force and effect; and (vii) any increase in the Total Commitments relating to a Facility shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Company and the Increase Lender. (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2. (e) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter. (f) Clause 27.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. (a) 2.2.1 The Company Borrower may by giving prior notice to the Agent by no later than the date falling 20 five Business Days after the effective date of a cancellation of: (ia) the Available undrawn Commitments of a Defaulting Lender in accordance with Clause 9.5 (Right of cancellation in relation to a Defaulting Lender)clause 7.5.6; or (iib) the Commitments of a Lender in accordance with Clause 9.1 clause 7.1 (Illegality), request that the Total Commitments be increased (and the Total Commitments under the Facility shall be so increased) in an aggregate Base Currency Amount amount of up to the amount of the Available Commitments or Commitments Commitment so cancelled as follows: (iiii) the increased Commitments will be assumed by one or more Lenders or other banks, banks or financial institutions, trusts, funds or other entities institutions (each an “Increase Lender”) selected by the Company Borrower (each of which shall not be an Investor Affiliate or a member of the Group) Group and which is further acceptable to the Agent (acting reasonably)) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender; (ivii) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (viii) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (viiv) the Commitments of the other Lenders shall continue in full force and effect; and (viiv) any increase in the Total Commitments shall take effect on the date specified by the Company Borrower in the notice referred to above or any later date on which the conditions set out in paragraph (b) below clause 2.2.2 are satisfied. (b) 2.2.2 An increase in the Total Commitments will only be effective on: (ia) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; (iib) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) increase the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Company Borrower and the Increase Lender. (c) 2.2.3 Each of the other Finance Parties hereby appoint the Agent as its agent to execute on its behalf any Increase Confirmation delivered to the Agent in accordance with this clause 2.2. 2.2.4 Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) 2.2.5 Unless the Agent otherwise agrees or the increased Commitment is Commitments are assumed by an existing Lender, the Company Borrower shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 $3,500 and the Company Borrower shall within three (3) Business Days of promptly on demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate it in connection with any increase in Commitments under this Clause clause 2.2. (e) 2.2.6 The Company Borrower may pay to the Increase Lender a fee in the amount and at the times agreed between the Company Borrower and the Increase Lender in a letter between the Borrower and the Increase Lender setting out that fee. A reference in this Agreement to a Fee LetterLetter shall include any letter referred to in this clause 2.2.6. (f) 2.2.7 Clause 27.4 32.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 clause 2.2.7 in relation to an Increase Lender as if references in that Clause clause to: (ia) an “Existing Lender” Lender were references to all the Lenders immediately prior to the relevant increase; (iib) the “New Lender” Lender were references to that “Increase Lender”; and (iiic) a “re-transfer” and “re-assignment” assignment were references to respectively a “transfer” and “an assignment”.

Increase. (a) 26.11.1 The Company Parent may by giving prior written notice to the Agent by no later than the date falling 20 Business Days after the effective date of a cancellation of: (iA) the Available Commitments of a Defaulting Lender Bank in accordance with Clause 9.5 7.7 (Right of cancellation in relation to a Defaulting LenderBank); or (iiB) the Commitments of a Lender Bank in accordance with Clause 9.1 13.1 (Illegality), request that the Total Commitments be increased (and the Total Commitments shall be so increased) in an aggregate Base Currency Amount amount in US Dollars of up to the amount of the Available Commitments or Commitments so cancelled as follows: (iii1) the increased Total Commitments will be assumed by one or more Lenders Banks or other banks, banks or financial institutions, trusts, funds or other entities institutions (each an “"Increase Lender”Bank") selected by the Company Parent (each of which shall not be an Investor Affiliate or a member of the Group) Group and which is further acceptable to the Agent (acting reasonably) )), and each of which confirms its willingness to assume and does assume all the obligations of a Lender Bank corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original LenderBank; (iv2) each of the Obligors Obligor and any Increase Lender Bank shall assume obligations towards one another and/or acquire rights against one another as the Obligors that Obligor and the Increase Lender Bank would have assumed and/or acquired had the Increase Lender Bank been an Original LenderBank; (v3) each Increase Lender Bank shall become a Party as a “Lender” "Bank" and any Increase Lender Bank and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender Bank and those Finance Parties would have assumed and/or acquired had the Increase Lender Bank been an Original Lender;Bank; and (vi4) the Commitments of the other Lenders Banks shall continue in full force and effect; and (vii) any increase in the Total Commitments shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) 26.11.2 An increase in the Total Commitments will only be effective on: (iA) the execution by the Agent of an Increase Confirmation from the relevant Increase LenderBank; (iiB) in relation to an Increase Lender Bank which is not a Lender Bank immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) , the performance by the Agent of all necessary “"know your customer” " or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase LenderBank, the completion of which the Agent shall promptly notify to the Company Parent and the Increase LenderBank; and (C) any increase in the Total Commitments shall take effect on the date specified by the Parent in the notice referred to in Clause 26.11.1 above or any later date on which the conditions set out in this Clause 26.11.2 are satisfied. (c) 26.11.3 Each Increase LenderBank, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender relevant Bank or Lenders Banks in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) 26.11.4 Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing LenderExisting Bank, the Company Obligors shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 2,000 and the Company Obligors shall within three (3) Business Days of promptly on demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate it in connection with any increase in Commitments under this Clause 2.2. 26.11. 26.11.5 Clauses 26.2.4 to 26.2.6 (e) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter. (f) Clause 27.4 (Limitation of responsibility of Existing Lenders) both inclusive), shall apply mutatis mutandis in this Clause 2.2 26.11 in relation to an Increase Lender Bank as if references in that Clause to: (iA) an “"Existing Lender” Bank" were references to all the Lenders Banks immediately prior to the relevant increase; (iiB) the “"New Lender” Bank" were references to that “"Increase Lender”Bank"; and (iiiC) a “"re-transfer” " and “"re-assignment” " were references to respectively a “"transfer” " and “"assignment”".

Increase. (a) The Company WBA may at any time from time to time, upon prior written notice by giving prior notice WBA to the Agent Administrative Agent, increase the Commitments by no later than a maximum aggregate amount of up to Five Hundred Million Dollars ($500,000,000) with additional Commitments from any existing Lenders and/or with new Commitments from any other Person selected by WBA and reasonably acceptable to the date falling 20 Business Days after the effective date of a cancellation ofAdministrative Agent; provided that: (i) the Available Commitments any such increase shall be in a minimum principal amount of a Defaulting Lender $10,000,000 and in accordance with Clause 9.5 (Right integral multiples of cancellation $1,000,000 in relation to a Defaulting Lender); orexcess thereof; (ii) no Default or Unmatured Default shall exist and be continuing at the Commitments time of a Lender in accordance with Clause 9.1 (Illegality), request that the Total Commitments be increased (and the Total Commitments shall be so increased) in an aggregate Base Currency Amount of up to the amount of the Available Commitments or Commitments so cancelled as follows:any such increase; (iii) the increased Commitments will no existing Lender shall be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Increase under any obligation to increase its Commitment and any such decision whether to increase its Commitment shall be in such Lender”) selected by the Company (each of which shall not be an Investor Affiliate or a member of the Group) ’s sole and which is further acceptable to the Agent (acting reasonably) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lenderabsolute discretion; (iv) each of the Obligors and (A) any Increase new Lender shall assume obligations towards one another join this Agreement by executing such joinder documents required by the Administrative Agent and/or acquire rights against one another as (B) any existing Lender electing to increase its Commitment shall have executed a commitment agreement reasonably satisfactory to the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender;Administrative Agent; and (v) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each condition precedent to such increase, WBA shall (x) deliver to the Administrative Agent a certificate dated as of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been date of such increase signed by an Original Lender; (vi) the Commitments Authorized Officer of the other Lenders shall continue in full force and effect; and (vii) any increase in the Total Commitments shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: WBA (A) certifying and attaching the Increase Lender entering into the documentation required for it resolutions adopted by WBA approving or consenting to accede as a party to the Intercreditor Agreement; and such increase, and (B) certifying that, before and after giving effect to such increase, (1) the performance by representations and warranties contained in Article V are true and correct in all material respects (except to the Agent of all necessary extent such representations and warranties are qualified with “know your customermateriality” or other “Material Adverse Effect” or similar checks under terms, in which case such representations and warranties shall be true and correct in all applicable laws respects) on and regulations in relation as of the date of such increase, except to the assumption extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date and (2) no Default or Unmatured Default exists immediately before or after giving effect to the incurrence of such increase and (y) pay any applicable fee related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). In connection with the effectiveness of any increase under this Section 2.01(b), (x) the Commitment Schedule shall be deemed amended to reflect such increase and the updated Commitments and Pro Rata Shares of the increased Commitments by that Increase LenderLenders, (y) the completion of which the Administrative Agent shall promptly notify WBA and the Lenders of the updated Commitment Schedule and (z) to the Company and extent necessary to keep any outstanding Loans allocated ratably to the Increase Lender. (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on their updated Pro Rata Shares, WBA shall prepay (or, if the Administrative Agent determines in its sole discretion that a re-allocation of the Loans can be accomplished without any cash prepayments or prior new cash Loans by the Lenders, be deemed to the date on which the increase becomes effective. (dhave prepaid) Unless the Agent otherwise agrees or the increased Commitment is assumed any Loans owing by an existing Lender, the Company shall, it and outstanding on the date upon which the of any such increase takes effect(and pay any additional amounts required pursuant to Section 3.04). The provisions of this Section 2.01(b) involving non-pro rata allocations, pay prepayments and Loans shall supersede any provisions in Sections 2.18 or 8.02 to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2contrary. (e) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter. (f) Clause 27.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. The Borrower may request at any time and from time to time that the aggregate amount of the Revolving Loan Commitment be increased up to a maximum amount of $885,000,000; provided that (ai) The Company may by giving prior notice no increase in the Revolving Loan Commitment shall be made at a time when a Default or Event of Default shall have occurred and be continuing or would result from the requested increase, (ii) no increase in the Revolving Loan Commitment shall be made at any time after the Revolving Loan Commitment has been terminated or reduced, (iii) each partial increase shall be made in an aggregate amount at least equal to $10,000,000 and in integral multiples of $5,000,000 above such amount, (iv) no more than two such increases shall be made between the Effective Date and the Maturity Date, (v) the Borrower shall have delivered to the Agent by no later than certified resolutions of the Board of Directors of the Borrower approving such increase and borrowings in connection therewith and (vi) all of the representations and warranties set forth in Section 6 (except for those contained in Sections 6.7 and 6.10) shall be true and correct in all material respects as of the date falling 20 Business Days after of such request and as of the effective date of such increase. In the event of such a cancellation of: requested increase in the Revolving Loan Commitment, (i) each of the Available Commitments Lenders shall be given the opportunity to participate in the increased Revolving Loan Commitment (x) initially to the extent of a Defaulting Lender such Lender’s existing Commitment Percentage and (y) to the extent that the requested increase of the Revolving Loan Commitment is not fulfilled pursuant to the preceding clause (x), ratably in accordance with Clause 9.5 (Right the proportion that the respective Commitment Percentages of cancellation the Lenders desiring to participate in relation the requested increase bear to a Defaulting Lender); or the total of the Commitment Percentages of the increasing Lenders, and (ii) to the extent that the Lenders do not elect so to participate in such increased Revolving Loan Commitment after an opportunity to do so, then the Borrower shall consult with the Agent as to the number, identity and requested Revolving Loan Commitments of a Lender in accordance with Clause 9.1 (Illegality), request additional financial institutions that the Total Commitments be increased (Agent may invite to participate in the aggregate Revolving Loan Commitment. The Agent will not unreasonably refuse to so invite a commercial bank organized under the laws of the United States or of any State thereof, identified and requested by the Borrower, that has capital and surplus reasonably satisfactory to the Agent in light of the Revolving Loan Commitment which such commercial bank would assume hereunder. The Agent shall promptly notify the Borrower and the Total Commitments shall be so increased) Lenders of any increase in an aggregate Base Currency Amount of up to the amount of the Available Commitments or Commitments so cancelled as follows: (iii) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Increase Lender”) selected by the Company (each of which shall not be an Investor Affiliate or a member aggregate Revolving Loan Commitment pursuant to this Section and of the Group) respective adjusted Revolving Loan Commitment and which is further acceptable Commitment Percentage of each Lender after giving effect thereto. The Borrower acknowledges that, in order to maintain Loans in accordance with the Agent (acting reasonably) and Commitment Percentage of each of which confirms its willingness to assume and does assume all the obligations of Lender, a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender; (iv) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (v) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (vi) the Commitments of the other Lenders shall continue in full force and effect; and (vii) any non-pro-rata increase in the Total Commitments shall take effect aggregate Revolving Loan Commitment may require prepayment or funding of all or portions of certain Revolving Loans on the date specified by the Company in the notice referred to above of such increase (and any such prepayment or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments will only funding shall be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; (ii) in relation to an Increase Lender which is not a Lender immediately prior subject to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor other provisions of this Credit Agreement; and (B) the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Company and the Increase Lender). (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2. (e) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter. (f) Clause 27.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. (a) The Company may by giving prior notice to the Agent by no later than the date falling 20 Business Days after the effective date of a cancellation of: (i) the Available Commitments of a Defaulting Lender in accordance with paragraph (g) of Clause 9.5 7.4 (Right of prepayment and cancellation in relation to a Defaulting single Lender); or (ii) the Commitments of a Defaulting Lender in accordance with paragraph (h) of Clause 9.1 7.4 (Right of prepayment and cancellation in relation to a single Lender); or (iii) the Commitments of a Lender in accordance with: (A) Clause 7.1 (Illegality); or (B) paragraph (a) of Clause 7.4 (Right of prepayment and cancellation in relation to a single Lender), request that the Total Commitments be increased (and the Total Commitments shall be so increased) in an aggregate Base Currency Amount amount of up to the amount of the Available Commitments or Commitments so cancelled as follows: (iiiiv) the increased Commitments will be assumed by one or more Lenders or other banks, banks or financial institutions, trusts, funds institutions (or any other entities person approved in writing by the Company) (each an “Increase Lender”) selected by the Company (each of which shall not be an Investor Affiliate or a member of the Group) and which is further acceptable to the Agent (acting reasonably) and each of which confirms in writing whether in the relevant Increase Confirmation or otherwise its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender; (ivv) each of the Obligors Company and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors Company and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (vvi) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (vivii) the Commitments of the other Lenders shall continue in full force and effect; and (viiviii) any increase in the Total Commitments shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender;; and (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) the performance by , the Agent of being satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the . The Agent shall promptly notify to the Company and the Increase LenderLender upon being so satisfied. (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2. (e) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter. (f) Clause 27.4 21.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. Whirlpool may request at any time and from time to time that the Aggregate Commitment be increased to a maximum amount of not more than $3,000,000,000; provided that (ai) The Company may by giving prior notice no increase in the Aggregate Commitment shall be made at a time when a Default or Unmatured Default shall have occurred and be continuing or would result from the requested increase, (ii) no increase in the Aggregate Commitment shall be made at any time after the Aggregate Commitment has been terminated in accordance with Section 2.03(c)(i), (iii) each partial increase shall be made in an aggregate amount at least equal to $10,000,000 and in integral multiples of $5,000,000 above such amount, (iv) to the extent that resolutions of Whirlpool previously delivered hereunder shall not have authorized such increase and borrowings, Whirlpool shall have delivered to the Administrative Agent by no later than certified resolutions of the date falling 20 Business Days after Board of Directors of Whirlpool authorizing such increase and borrowings in connection therewith and (v) all of the representations and warranties set forth in Article 6 (except for those contained in Sections 6.04, 6.05 and 6.07 and (y) those contained in Sections 6.06 and 6.12 solely as such representations and warranties relate to any Subsidiary acquired in connection with a Material Acquisition (including any Subsidiary of the target of such Material Acquisition) consummated within 30 days prior to the effective date of a cancellation of: (isuch increase) shall be true and correct in all material respects as of the Available Commitments date of a Defaulting such request and as of the effective date of such increase. Any Lender may refuse to participate in accordance with Clause 9.5 (Right of cancellation any proposed increase in relation the Aggregate Commitment, and failure to a Defaulting Lender); or (ii) respond to any request to participate in an increase in the Commitments of a Lender in accordance with Clause 9.1 (Illegality), request that the Total Commitments be increased (and the Total Aggregate Commitments shall be deemed to constitute a refusal to so increased) participate. In the event of such a requested increase in the Commitment, Whirlpool shall consult with the Administrative Agent and each Issuing Bank as to the number, identity and requested Commitments of increasing Lenders and additional financial institutions that the Administrative Agent may invite to participate in the aggregate Commitment. The Administrative Agent will not unreasonably refuse to so invite a commercial bank organized, identified and requested by Whirlpool and approved by the Administrative Agent and each Issuing Bank (which approvals shall not be unreasonably withheld, conditioned or delayed); provided that each such assuming commercial bank shall, upon becoming a party to this Credit Agreement, become an aggregate Base Currency Amount increasing Lender. The Administrative Agent shall promptly notify Whirlpool and the Lenders of up to any increase in the amount of the Available Commitments or Commitments so cancelled as follows: (iii) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Increase Lender”) selected by the Company (each of which shall not be an Investor Affiliate or a member Aggregate Commitment pursuant to this Section and of the Group) respective adjusted Commitment and which is further acceptable Ratable Share of each Lender after giving effect thereto. Each Borrower acknowledges that, in order to maintain Advances in accordance with the Agent (acting reasonably) and Ratable Share of each of which confirms its willingness to assume and does assume all the obligations of Lender, a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender; (iv) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (v) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (vi) the Commitments of the other Lenders shall continue in full force and effect; and (vii) any non-pro-rata increase in the Total Commitments shall take effect aggregate Commitment may require prepayment or funding of all or portions of certain Loans on the date specified by the Company in the notice referred to above of such increase (and any such prepayment or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments will only funding shall be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; (ii) in relation to an Increase Lender which is not a Lender immediately prior subject to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor other provisions of this Credit Agreement; and (B) the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Company and the Increase Lender). (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2. (e) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter. (f) Clause 27.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Increase. (ai) The Company may by giving prior notice may, at any time but in any event not more than twice during any calendar year, make a written request (an "Increase Request") to the Administrative Agent (who shall forward a copy to each Lender) that the Commitments be increased, in the amount of $10,000,000 or an integral multiple thereof, provided that after giving effect to any such increase, the aggregate amount of the Commitments shall not exceed $1,050,000,000 and the Foreign Currency Sublimit shall not exceed $350,000,000. Such Increase Request shall include a certification by a senior officer of the Company that (x) no Default has occurred and is continuing on and as of the date of such Increase Request and (y) the representations and warranties contained in Section 4.01 are correct in all material respects on and as of the Increase Date (as defined below), before and immediately after giving effect to such increase, as though made on and as of such Increase Date. Any such increase in Commitments shall be effective as of a date (the "Increase Date") specified in the related Increase Request that is (i) prior to the Termination Date and (ii) at least 10 days after the date of such Increase Request. Each Increase Request shall specify the date by which Lenders who wish to increase their Commitments must consent to such increase (the "Commitment Date"), which date shall be no later than the date falling 20 five Business Days after prior to the effective date related Increase Date. Each Lender that is willing to increase its Commitment (each an "Increasing Lender"), shall notify the Administrative Agent on or prior to the Commitment Date of a cancellation of: (ithe amount by which it is willing to increase its Commitment, which amount shall not exceed the respective amount specified in the relevant Increase Request. No Lender shall be obligated to increase its Commitment pursuant to this Section 2.01(c) and any such increase shall be in the Available sole discretion of each Lender. If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of a Defaulting Lender the requested increase, the requested increase shall be allocated among the Lenders willing to participate therein ratably in accordance with Clause 9.5 (Right of cancellation in relation the amount by which they offered to a Defaulting Lender); orincrease their respective Commitments on the Commitment Date. (ii) Not later than two (2) days following each Commitment Date, the Administrative Agent shall notify the Company as to the amount, if any, by which the Lenders are willing to participate in the requested increase. If the aggregate amount by which the Lenders are willing to increase their Commitments on any such Commitment Date is less than the requested amount, then the Commitments of a Lender in accordance with Clause 9.1 (Illegality), request those Lenders that the Total Commitments be increased (and the Total are willing to increase their Commitments shall be so increased) increased as provided in an aggregate Base Currency Amount of up to the amount of the Available Commitments or Commitments so cancelled as follows: subsection (iii) the increased Commitments will be assumed by below and any one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Increase Lender”) selected Persons designated by the Company (each of which shall not be an Investor Affiliate or a member of the Group) and which is further reasonably acceptable to the Administrative Agent (acting reasonablyeach, a "New Lender") and each of which confirms its willingness that agrees to assume and does assume all provide Commitments for the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender; (iv) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (v) each Increase Lender shall shortfall may become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (vi) the Commitments of the other Lenders shall continue in full force and effect; and (vii) any increase in the Total Commitments shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to this Agreement by executing and delivering, together with the Intercreditor Agreement; and (B) the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws Company, an accession agreement in form and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify substance satisfactory to the Company and the Increase Lender. (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Administrative Agent has authority pursuant to execute on its behalf any amendment which such Person or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with Persons shall become a party to this Agreement on or prior as a Lender and, to the date on which extent provided therein, shall have the increase becomes effective. (d) Unless the Agent otherwise agrees rights and obligations of a Lender hereunder; provided that each such Person or the increased Persons shall provide a Commitment is assumed by in an existing Lender, the Company shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2at least $5,000,000. (e) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter. (f) Clause 27.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) On each Increase Date, each Person that accepts an offer to participate in a “re-transfer” requested Commitment increase in accordance with Section 2.01(c) shall become a Lender party to this Agreement as of such Increase Date and “re-assignment” were references the Commitment of each Increasing Lender shall be increased as of such Increase Date by the amount set forth in its notice delivered to respectively a “transfer” the Administrative Agent in accordance with Section 2.01(c)(i) (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.01(c)(i)), and “assignment”if on the Increase Date any Committed Advances are outstanding, the Borrowers shall borrow Committed Advances from the New Lenders, and/or prepay the outstanding Committed Advances, in such amounts and in such Currency or Currencies as are required to cause the outstanding Committed Advances to be held ratably by all Lenders.

Increase. (a) The Company Parent may by giving prior notice to the Agent by no later than the date falling 20 10 Business Days after the effective date of a cancellation of: (i) the Available Commitments of a Defaulting Lender in accordance with Clause 9.5 clause 7.5 (Right of cancellation in relation to a Defaulting Lender); or (ii) the Commitments of a Lender in accordance with Clause 9.1 clause 7.1 (Illegality), request that the Total Commitments be increased (and the Total Commitments under the Facility shall be so increased) in an aggregate amount in the Base Currency Amount of up to the amount of the Available Commitments or Commitments so cancelled as follows: (iii) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Increase Lender”) selected by the Company Parent (each of which shall not be an Investor a Sponsor Affiliate or a member of the Group) Group and which is further acceptable to the Agent (acting reasonably)) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender; (iv) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (v) each Increase Lender shall become a Party as a “Lender” Lender and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (vi) the Commitments of the other Lenders shall continue in full force and effect; and (vii) any increase in the Total Commitments shall take effect on the date specified by the Company Parent in the notice referred to above or any later date on which the conditions set out in paragraph (bclause 2.2(b) below are satisfied. (b) An increase in the Total Commitments will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender;; and (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor AgreementDeed; and (B) the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Company Parent and the Increase Lender.; (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company Parent shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 3,000 and the Company Parent shall within three (3) Business Days of promptly on demand pay the Agent and the Security Agent Trustee the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security AgentTrustee, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2clause 2.2(d). (e) The Company Parent may pay to the Increase Lender a fee in the amount and at the times agreed between the Company Parent and the Increase Lender in a Fee Letter. (f) Clause 27.4 26.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause clause 2.2 in relation to an Increase Lender as if references in that Clause clause to: (i) an “Existing Lender” Lender were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” Lender were references to that “Increase Lender”; and (iii) a “re-transfer” transfer and “re-assignment” assignment were references to respectively a “transfer” transfer and “assignment”.

Increase. (a) The Company relevant Obligor may by giving prior notice to the Agent by no later than the date falling 20 Business Days after the effective date of a cancellation of: (i) the Available Tranche A Commitments, the Available Tranche B Commitments or the Available Tranche C Commitments (as appropriate) of a Defaulting Lender in accordance with paragraph (g) of Clause 9.5 8.5 (Right of replacement, repayment and cancellation in relation to a Defaulting single Lender); or (ii) the Commitments of a Lender in accordance with with: (A) Clause 9.1 8.1 (Illegality); or (B) paragraph (a) of Clause 8.5 (Right of replacement, repayment and cancellation in relation to a single Lender), request that the Total Commitments and the relevant Tranche A Commitments, Tranche B Commitments and/or Tranche C Commitments be increased (and the Total Commitments and the relevant Commitments under that Facility shall be so increased) in an aggregate amount in the Base Currency Amount of up to the amount of the Available Tranche A Commitments, the Available Tranche B Commitments and the Available Tranche C Commitments or Commitments so cancelled as follows: (iii) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “"Increase Lender”") selected by the Company relevant Obligor (each of which shall not be an Investor Affiliate or a member of the Group) and which is further acceptable to the Agent (acting reasonably) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender;; 93954-4-1-v3.0 -18- 70-40529536 (iv) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (v) each any Increase Lender which is not a Lender immediately prior to the relevant increase shall become a Party as a “"Lender” " and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (vi) the Commitments of the other Lenders shall continue in full force and effect; and (vii) any increase in the Total Commitments and the relevant Commitment shall take effect on the date specified by the Company relevant Obligor in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. (b) An increase in the Total Commitments and the relevant Commitment will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) , the performance by the Agent of all necessary “"know your customer” " or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Company Obligors and the Increase Lender. (c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company relevant Obligor shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 and the Company shall within three (3) Business Days of promptly on demand pay the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate it in connection with any increase in Commitments under this Clause 2.2. (e) The Company relevant Obligor may pay to the Increase Lender a fee in the amount and at the times agreed between the Company relevant Obligor and the Increase Lender in a letter between the relevant Obligor and the Increase Lender setting out that fee. A reference in this Agreement to a Fee LetterLetter shall include any letter referred to in this paragraph. (f) Clause 27.4 24.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to:: 93954-4-1-v3.0 -19- 70-40529536 (i) an “"Existing Lender” " were references to all the Lenders immediately prior to the relevant increase; (ii) the “"New Lender” " were references to that “"Increase Lender”"; and (iii) a “"re-transfer” " and “"re-assignment” " were references to respectively a “"transfer” " and “"assignment”".