Common use of Market Flex Clause in Contracts

Market Flex. 3.1 Subject to the limitations in this Clause 3, during the Syndication Period, the Majority Underwriters shall be entitled to: (a) increase the Upfront Fees (as defined in the Fee Letter) by up to 0.25 per cent. flat in aggregate on the aggregate commitments made available under the Facilities (such increase in the Upfront Fee, the "Fee Flex"); (b) increase the Margin on the whole amount of each or any Facility by up to 0.75 per cent. per annum in aggregate per Facility (the "Margin Flex"); and/or (c) on one occasion, following the Closing Date only, change the structure of the Term Acquisition Facility such that a portion of such facility but in any event no more than £50 million of the Term Acquisition Facility Commitments is provided under a separate tranche within the Facilities Agreement (the "Institutional Tranche") (the "Structural Flex") on substantially the same terms as the Term Acquisition Facility, save that any prepayment of the Institutional Tranche in whole or in part during the period from and including the Closing Date to and excluding the first anniversary of the Closing Date (the "Make-Whole Date") will be subject to Make-Whole, (the "Flex Rights") if, the Majority Underwriters reasonably determine in good faith and by reference to feedback from potential Syndication Lenders on the original or then applicable terms applicable to the Facilities (such feedback to be advised, and (subject to paragraph 3.5 below) such determination to be substantiated, in each case to the Company in writing by such Underwriters, by reference to the Agreed Syndication Strategy) that such changes are necessary in order to enhance the prospects of a Successful Syndication and that a Successful Syndication would not otherwise be achieved on the current terms, provided that the Majority Underwriters shall consult with the Company for a period of not less than five Business Days prior to any exercise of Flex Rights other than the exercise of Flex Rights pursuant to paragraph 3.5 (such period commencing only upon the Company receiving from the relevant Underwriters the written feedback referred to in this paragraph 3.1)). For the avoidance of doubt, any exercise of Flex Rights available to be exercised prior to the date on which Successful Syndication is achieved may be exercised in increments and on more than one occasion and subject to the terms and limitations set out in this paragraph 3.1. 3.2 For the purposes of paragraph 3.1 above, "Make-Whole" shall be calculated by reference to the interest which would have accrued on the amount being prepaid between the date of prepayment and the Make-Whole Date discounted by the sum of gilts (having a maturity equal to the period between the date of prepayment and the Make-Whole Date and calculated by way of interpolation if necessary) plus 0.50%. 3.3 The Fee Flex, Margin Flex and the Structural Flex shall cease to apply after the date that Successful Syndication is achieved and no Underwriter shall be entitled to exercise any of their rights with respect to the Fee Flex, the Margin Flex or the Structural Flex after such date. 3.4 The Underwriters shall not be entitled to exercise any of their rights under paragraph EXECUTION VERSION 3.5 In the event that Successful Syndication has not been achieved prior to the Syndication Long Stop Date the Majority Underwriters may exercise any Flex Rights then available to them pursuant to paragraph 3.1 and (i) in relation to any Fee Flex, solely in relation to their residual held Commitments in the relevant Facility or Facilities at such time and (ii) in relation to any Margin Flex, solely in relation to the Facility or Facilities in respect of which they continue to hold residual Commitments and further subject to the limitations of sub-paragraphs 3.1 (a) to (c) above. 3.6 Upon any exercise of Flex Rights under paragraph 3.1 above, the financial covenant ratio levels in the Facilities Agreement shall be adjusted to the extent required in accordance with paragraph 3.9 below in order to ensure that, following application of such flex, the agreed headroom reflected in the original financial covenant ratio levels set out in the Facilities Agreement is preserved having regard to the higher cost of debt and higher net debt resulting from the operation of such flex. 3.7 If the Upfront Fee is increased as a result of the exercise of the Fee Flex on or after the Closing Date, the amount of such increase will be payable on the earlier of (i) the date falling on the last day of the Syndication Period and (ii) the date falling 10 days after the date on which the Majority Underwriters determine that the Upfront Fee shall be so increased in accordance with the terms of this letter. 3.8 If the Margin applicable to any Facility is increased as a result of the exercise of the Margin Flex and the first utilisation of the relevant Facility has already occurred, such increase in the Margin shall be effective from the earlier of (i) the commencement of the next Interest Period applicable to the relevant Facility and (ii) expiry of the Syndication Period. 3.9 The Company, the Mandated Lead Arrangers and the Underwriters agree to act promptly to execute or to procure that its Affiliate executes (in each case in its capacity as Lender) such documentation as is required to amend the Finance Documents to: (a) reflect any changes which the Majority Underwriters are entitled to make in accordance with this paragraph 3; and/or (b) enable any amendments to the Finance Documents which are necessary to reflect any changes contemplated in this paragraph 3 to be effected with the consent of the Majority Underwriters and the Company, provided in each case that such documentation is in form and substance satisfactory to the Company and the Majority Lenders, in each case acting reasonably and in good faith. 3.10 There are no Flex Rights in relation to the Facilities other than as set out above. 10210140492-v8 - 3 - 70-41019368

Market Flex. 3.1 (a) Subject to the limitations in this Clause 3following paragraphs, during the Syndication Period, the Majority Underwriters shall be entitled to: (a) increase the Upfront Fees (as defined in the Fee Letter) by up to 0.25 per cent. flat in aggregate on the aggregate commitments made available under the Facilities (such increase in the Upfront Fee, the "Fee Flex"); (b) increase the Margin on the whole amount of each or any Facility by up to 0.75 per cent. per annum in aggregate per Facility (the "Margin Flex"); and/or (c) on one occasion, following the Closing Date only, change the structure of the Term Acquisition Facility such that a portion of such facility but in any event no more than £50 million of the Term Acquisition Facility Commitments is provided under a separate tranche within the Facilities Agreement (the "Institutional Tranche") (the "Structural Flex") on substantially the same terms as the Term Acquisition Facility, save that any prepayment of the Institutional Tranche in whole or in part during the period from and including the Closing date of this letter to the date following Syndication on which the Syndication Date to and excluding the first anniversary of the Closing Date (the "Make-Whole Date") will be subject to Make-Whole, (the "Flex Rights") ifhas occurred, the Majority Underwriters reasonably determine Arrangers may (after consultation in good faith and by reference to feedback from potential Syndication Lenders on the original or then applicable terms applicable to the Facilities (such feedback to be advised, and (subject to paragraph 3.5 below) such determination to be substantiated, in each case to with the Company in writing by such Underwritersfor a maximum of three Business Days) amend the economic terms of the Facility Agreement as follows, by reference to if the Agreed Syndication Strategy) Arrangers consider that such changes are necessary advisable in order to enhance the prospects of a Successful Syndication Syndication: (i) increase the Initial Margin with respect to the Facility provided that the increase in such Initial Margin does not exceed 0.1% (the "Facility Pricing Flex"); Execution Version (ii) increase the Margin Ratchet at each interval with respect to the Facility provided that the increase in such Margin Ratchet at each interval does not exceed 0.1% (the "Margin Ratchet Flex"); and (iii) increase the aggregate Upfront Fee by 0.1% (such increase the "Additional Upfront Fees") and that a Successful Syndication would not otherwise such Additional Upfront Fees may be achieved on applied to either or both of the current termsSigning Date Upfront Fee and/or the Drawdown Date Upfront Fee, provided that the Majority Underwriters Additional Upfront Fees will in good faith be offered to all Lenders on a pro rata basis, (any step under this paragraph (a "Market Flex"). (b) The Arrangers shall consult with notify the Company for a period of not less than five Business Days prior to any exercise of Flex Rights other than the exercise of Flex Rights pursuant to paragraph 3.5 (such period commencing only upon the Company receiving from the relevant Underwriters the written feedback referred to in this paragraph 3.1)). For the avoidance of doubt, any exercise of Flex Rights available fees paid or to be exercised prior paid to each of the date on which Successful potential syndicate members as part of the Syndication is achieved may be exercised in increments and on more than one occasion and subject to of the terms and limitations set out in this paragraph 3.1Facility. 3.2 For the purposes of paragraph 3.1 above, "Make-Whole" shall be calculated by reference to the interest which would have accrued on the amount being prepaid between the date of prepayment and the Make-Whole Date discounted by the sum of gilts (having a maturity equal to the period between the date of prepayment and the Make-Whole Date and calculated by way of interpolation if necessary) plus 0.50%. 3.3 The Fee Flex, Margin Flex and the Structural Flex shall cease to apply after the date that Successful Syndication is achieved and no Underwriter shall be entitled to exercise any of their rights with respect to the Fee Flex, the Margin Flex or the Structural Flex after such date. 3.4 The Underwriters shall not be entitled to exercise any of their rights under paragraph EXECUTION VERSION 3.5 In the event that Successful Syndication has not been achieved prior to the Syndication Long Stop Date the Majority Underwriters may exercise any Flex Rights then available to them pursuant to paragraph 3.1 and (i) in relation to any Fee Flex, solely in relation to their residual held Commitments in the relevant Facility or Facilities at such time and (ii) in relation to any Margin Flex, solely in relation to the Facility or Facilities in respect of which they continue to hold residual Commitments and further subject to the limitations of sub-paragraphs 3.1 (a) to (c) aboveAdditional Upfront Fees, if any, shall be paid on each Drawdown Date. 3.6 Upon any (d) The exercise of any Market Flex Rights under paragraph 3.1 above, right described above will take effect upon the financial covenant ratio levels in the Facilities Agreement shall be adjusted to the extent required in accordance with paragraph 3.9 below in order to ensure that, following application of such flex, the agreed headroom reflected in the original financial covenant ratio levels set out in the Facilities Agreement is preserved having regard to the higher cost of debt and higher net debt resulting from the operation of such flex. 3.7 If the Upfront Fee is increased as a result of the exercise of the Fee Flex on or after the Closing Date, the amount of such increase will be payable on the earlier of (i) the date falling on the last day of the Syndication Period and (ii) the date falling 10 days after the date on which the Majority Underwriters determine that the Upfront Fee shall be so increased in accordance with the terms of this letter. 3.8 If the Margin applicable to any Facility is increased as a result of the exercise of the Margin Flex appropriate Finance Parties and the first utilisation of the relevant Facility has already occurred, such increase in the Margin shall be effective from the earlier of (i) the commencement of the next Interest Period applicable to the relevant Facility and (ii) expiry of the Syndication Period. 3.9 The Company, the Mandated Lead Arrangers and the Underwriters agree to act promptly to execute or to procure that its Affiliate executes (in each case in its capacity as Lender) such Company entering into appropriate documentation as is required to amend the Finance Documents to: (a) reflect any changes which the Majority Underwriters are entitled to make in accordance with this paragraph 3; and/or (b) enable any amendments to the Finance Documents which are necessary to reflect any changes contemplated in this paragraph 3 to be effected with the consent of the Majority Underwriters and the Company, provided in each case that such documentation is Agreement in form and substance satisfactory to the Company and the Majority Lenders, Arrangers provided that the Company and the Arrangers have acted in each case acting good faith and used all reasonable endeavours to agree such amendments to the Finance Documents as soon as reasonably practicable following a request from the Arrangers or the Company and in good faithany event within 5 Business Days of such written request and in accordance with paragraph 4 of the Commitment Letter. No consent, amendment or other fee will be required to be paid by the Company or any member of the Group in connection with any such documentation or amendments. 3.10 (e) There are no Flex Rights market flex rights or other flex rights (including any structural flex rights) in relation to respect of the Facilities Facility other than as set out above. 10210140492-v8 - 3 - 70-41019368.

Market Flex. 3.1 Subject (a) During the Syndication Period, the Arranger may take any of the steps referred to in Schedule 1 (Facility B Flex Items) (the “Flex Items”), provided that the cumulative Annual Cost Increase of Facility B as a result of exercising Pricing Flex does not exceed per cent. (the “Facility B Yield Cap”); and (b) subject to the limitations following conditions and restrictions: (i) the Arranger may only exercise a Flex Item if, based on feedback (which may be by way of pre-soundings after the Syndication Period has commenced) from potential syndicate members (excluding Affiliates) approached by the Arranger in this Clause 3accordance with the Agreed Syndication Strategy, the Arranger determines (acting reasonably and in good faith), and confirms to the Company in writing, that: (A) the Arranger cannot at such time achieve a Successful Syndication on the original terms; (B) such market flex changes are necessary to achieve a Successful Syndication in accordance with the Agreed Syndication Strategy; and (C) as a result of exercising such Flex Item, the Arranger reasonably expects to be able to syndicate an increased amount of Facility B to syndicate members (other than Affiliates); (ii) the Arranger may only exercise the Flex Items during the Syndication Period, the Majority Underwriters shall be entitled to: (a) increase the Upfront Fees (as defined in the Fee Letter) by up to 0.25 per cent. flat in aggregate but may do so on the aggregate commitments made available under the Facilities (such increase in the Upfront Fee, the "Fee Flex"); (b) increase the Margin on the whole amount any number of each or any Facility by up to 0.75 per cent. per annum in aggregate per Facility (the "Margin Flex"); and/or (c) on one occasion, following the Closing Date only, change the structure of the Term Acquisition Facility such that a portion of such facility but in any event no more than £50 million of the Term Acquisition Facility Commitments is provided under a separate tranche within the Facilities Agreement (the "Institutional Tranche") (the "Structural Flex") on substantially the same terms as the Term Acquisition Facility, save that any prepayment of the Institutional Tranche in whole or in part during the period from and including the Closing Date to and excluding the first anniversary of the Closing Date (the "Make-Whole Date") will be subject to Make-Whole, (the "Flex Rights") if, the Majority Underwriters reasonably determine in good faith and by reference to feedback from potential Syndication Lenders on the original or then applicable terms applicable to the Facilities (such feedback to be advised, and (subject to paragraph 3.5 below) such determination to be substantiated, in each case to the Company in writing by such Underwriters, by reference to the Agreed Syndication Strategy) that such changes are necessary in order to enhance the prospects of a Successful Syndication and that a Successful Syndication would not otherwise be achieved on the current termsoccasions, provided that the Majority Underwriters shall consult with conditions to exercising such Flex Items are satisfied on each such occasion taking into account the Company for cumulative effect of the exercise of that Flex Item and all previously exercised Flex Items; (iii) the Arranger may only exercise any Pricing Flex if, prior to invoking such changes, they have first offered to pay away (or transfer the relevant Commitment at a period discount after deducting the OID Fee in respect of such facility) to potential syndicate members (other than Affiliates), and (to the extent such offer is accepted) do in fact so pay away or transfer at a discount (on their accession to the Finance Documents or, if later, on the Closing Date), a fee of not less than five Business Days prior to any exercise the aggregate of Flex Rights other than the entire amount of the OID Fee; (iv) the exercise of Pricing Flex Rights pursuant to paragraph 3.5 (such period commencing only shall be conditional upon the Company receiving from the relevant Underwriters the written feedback referred to in this paragraph 3.1)). For the avoidance amendment of doubt, any exercise of Flex Rights available to be exercised prior to the date on which Successful Syndication is achieved may be exercised in increments and on more than one occasion and subject to the terms and limitations set out in this paragraph 3.1. 3.2 For the purposes of paragraph 3.1 above, "Make-Whole" shall be calculated by reference to the interest which would have accrued on the amount being prepaid between the date of prepayment and the Make-Whole Date discounted by the sum of gilts (having a maturity equal to the period between the date of prepayment and the Make-Whole Date and calculated by way of interpolation if necessary) plus 0.50%. 3.3 The Fee Flex, Margin Flex and the Structural Flex shall cease to apply after the date that Successful Syndication is achieved and no Underwriter shall be entitled to exercise any of their rights with respect to the Fee Flex, the Margin Flex or the Structural Flex after such date. 3.4 The Underwriters shall not be entitled to exercise any of their rights under paragraph EXECUTION VERSION 3.5 In the event that Successful Syndication has not been achieved prior to the Syndication Long Stop Date the Majority Underwriters may exercise any Flex Rights then available to them pursuant to paragraph 3.1 and (i) in relation to any Fee Flex, solely in relation to their residual held Commitments in the relevant Facility or Facilities at such time and (ii) in relation to any Margin Flex, solely in relation to the Facility or Facilities in respect of which they continue to hold residual Commitments and further subject to the limitations of sub-paragraphs 3.1 (a) to (c) above. 3.6 Upon any exercise of Flex Rights under paragraph 3.1 above, the each financial covenant ratio levels in the Facilities Agreement shall be adjusted to the extent required in accordance with paragraph 3.9 below or definition in order to ensure that, following application of such flexthe relevant Pricing Flex, the agreed headroom from EBITDA projected in the model reflected in the original level of such financial covenant ratio levels set out in the Facilities Agreement or definition is preserved having regard to the higher cost of debt borrowing costs and higher net debt resulting from the operation of such flex.the Pricing Flex; 3.7 If (v) if the Upfront Fee Margin in respect of Facility B is increased as a result of the application of Facility B Margin Flex, the Margin levels as set out in the Margin Ratchet shall be adjusted accordingly (but without any adjustment to the ratio levels); (vi) the Arranger must use its reasonable endeavours to exercise Facility B OID Flex in preference to Facility B Margin Flex; and (vii) the Arranger and its Affiliates shall be entitled to the benefit of the Additional OID Fee Flex in respect of their Commitments under the relevant Facility (other than their respective Facility B Minimum Hold), but only if the other requirements of this paragraph 4.5 (including the Facility B Yield Cap) have been complied with. (c) The Additional OID Fees shall be paid on or after the later of the Closing Date, the amount of such increase will be payable on the earlier of (i) Date and the date falling on the last day of the Syndication Period and (ii) the date falling 10 days five Business Days after the date on which Arranger has notified the Majority Underwriters determine Company that the Upfront Additional OID Fees are payable, provided that no Additional OID Fee shall be so increased in accordance with the terms of this letterpayable unless any Facility has been utilised. 3.8 If the Margin applicable to any Facility is increased as a result of the exercise of the Margin Flex (d) The Credit Parties and the first utilisation of the relevant Facility has already occurred, such increase in the Margin Company shall be effective from the earlier of (i) the commencement of the next Interest Period applicable to the relevant Facility and (ii) expiry of the Syndication Period. 3.9 The Company, the Mandated Lead Arrangers and the Underwriters agree to act promptly to execute or to procure that its Affiliate executes (in each case in its capacity as Lender) such enter into amendment documentation as is required to amend the Finance Documents to: (a) reflect any changes which the Majority Underwriters are entitled to make in accordance with this paragraph 3; and/or (b) enable any amendments to the Finance Documents which are necessary to reflect any changes contemplated in this paragraph 3 to be effected with the consent of the Majority Underwriters and the Company, provided in each case that such documentation is in form and substance reasonably satisfactory to the Company Arranger and the Majority Lenders, Company to reflect the changes referred to in each case acting paragraph 4.5 above as soon as reasonably and in good faithpracticable following a request from the Arranger or the Company. 3.10 (e) There are no Flex Rights in relation to the Facilities market flex rights other than as set out (or referred to) above. 10210140492-v8 - 3 - 70-41019368. (f) At your option (a) any Additional Facility B OID Fee may be funded by drawings of the Revolving Facility and/or (b) by notice to the Arranger, the size of the Revolving Facility may be increased in an amount necessary to fund up to the entire amount of such Additional Facility B OID Fees, which increase shall be deemed to be part of the aggregate committed amount of the applicable Revolving Facility for all purposes of the Finance Documents.

Market Flex. 3.1 (a) Subject to the limitations in this Clause 3following paragraphs, during the Syndication Period, the Majority Underwriters shall be entitled to: (a) increase the Upfront Fees (as defined in the Fee Letter) by up to 0.25 per cent. flat in aggregate on the aggregate commitments made available under the Facilities (such increase in the Upfront Fee, the "Fee Flex"); (b) increase the Margin on the whole amount of each or any Facility by up to 0.75 per cent. per annum in aggregate per Facility (the "Margin Flex"); and/or (c) on one occasion, following the Closing Date only, change the structure of the Term Acquisition Facility such that a portion of such facility but in any event no more than £50 million of the Term Acquisition Facility Commitments is provided under a separate tranche within the Facilities Agreement (the "Institutional Tranche") (the "Structural Flex") on substantially the same terms as the Term Acquisition Facility, save that any prepayment of the Institutional Tranche in whole or in part during the period from and including the Closing date of this letter to the date following Syndication on which the Syndication Date to and excluding the first anniversary of the Closing Date (the "Make-Whole Date") will be subject to Make-Whole, (the "Flex Rights") ifhas occurred, the Majority Underwriters reasonably determine Arrangers may (after consultation in good faith and by reference to feedback from potential Syndication Lenders on the original or then applicable terms applicable to the Facilities (such feedback to be advised, and (subject to paragraph 3.5 below) such determination to be substantiated, in each case to with the Company in writing by such Underwritersfor a maximum of three Business Days) amend the economic terms of the Facility Agreement as follows, by reference to if the Agreed Syndication Strategy) Arrangers consider that such changes are necessary advisable in order to enhance the prospects of a Successful Syndication Syndication: (i) increase the Initial Margin with respect to the Facility provided that the increase in such Initial Margin does not exceed (the "Facility Pricing Flex"); Execution Version (ii) increase the Margin Ratchet at each interval with respect to the Facility provided that the increase in such Margin Ratchet at each interval does not exceed (the "Margin Ratchet Flex"); and (iii) increase the aggregate Upfront Fee by (such increase the "Additional Upfront Fees") and that a Successful Syndication would not otherwise such Additional Upfront Fees may be achieved on applied to either or both of the current termsSigning Date Upfront Fee and/or the Drawdown Date Upfront Fee, provided that the Majority Underwriters Additional Upfront Fees will in good faith be offered to all Lenders on a pro rata basis, (any step under this paragraph (a "Market Flex"). (b) The Arrangers shall consult with notify the Company for a period of not less than five Business Days prior to any exercise of Flex Rights other than the exercise of Flex Rights pursuant to paragraph 3.5 (such period commencing only upon the Company receiving from the relevant Underwriters the written feedback referred to in this paragraph 3.1)). For the avoidance of doubt, any exercise of Flex Rights available fees paid or to be exercised prior paid to each of the date on which Successful potential syndicate members as part of the Syndication is achieved may be exercised in increments and on more than one occasion and subject to of the terms and limitations set out in this paragraph 3.1Facility. 3.2 For the purposes of paragraph 3.1 above, "Make-Whole" shall be calculated by reference to the interest which would have accrued on the amount being prepaid between the date of prepayment and the Make-Whole Date discounted by the sum of gilts (having a maturity equal to the period between the date of prepayment and the Make-Whole Date and calculated by way of interpolation if necessary) plus 0.50%. 3.3 The Fee Flex, Margin Flex and the Structural Flex shall cease to apply after the date that Successful Syndication is achieved and no Underwriter shall be entitled to exercise any of their rights with respect to the Fee Flex, the Margin Flex or the Structural Flex after such date. 3.4 The Underwriters shall not be entitled to exercise any of their rights under paragraph EXECUTION VERSION 3.5 In the event that Successful Syndication has not been achieved prior to the Syndication Long Stop Date the Majority Underwriters may exercise any Flex Rights then available to them pursuant to paragraph 3.1 and (i) in relation to any Fee Flex, solely in relation to their residual held Commitments in the relevant Facility or Facilities at such time and (ii) in relation to any Margin Flex, solely in relation to the Facility or Facilities in respect of which they continue to hold residual Commitments and further subject to the limitations of sub-paragraphs 3.1 (a) to (c) aboveAdditional Upfront Fees, if any, shall be paid on each Drawdown Date. 3.6 Upon any (d) The exercise of any Market Flex Rights under paragraph 3.1 above, right described above will take effect upon the financial covenant ratio levels in the Facilities Agreement shall be adjusted to the extent required in accordance with paragraph 3.9 below in order to ensure that, following application of such flex, the agreed headroom reflected in the original financial covenant ratio levels set out in the Facilities Agreement is preserved having regard to the higher cost of debt and higher net debt resulting from the operation of such flex. 3.7 If the Upfront Fee is increased as a result of the exercise of the Fee Flex on or after the Closing Date, the amount of such increase will be payable on the earlier of (i) the date falling on the last day of the Syndication Period and (ii) the date falling 10 days after the date on which the Majority Underwriters determine that the Upfront Fee shall be so increased in accordance with the terms of this letter. 3.8 If the Margin applicable to any Facility is increased as a result of the exercise of the Margin Flex appropriate Finance Parties and the first utilisation of the relevant Facility has already occurred, such increase in the Margin shall be effective from the earlier of (i) the commencement of the next Interest Period applicable to the relevant Facility and (ii) expiry of the Syndication Period. 3.9 The Company, the Mandated Lead Arrangers and the Underwriters agree to act promptly to execute or to procure that its Affiliate executes (in each case in its capacity as Lender) such Company entering into appropriate documentation as is required to amend the Finance Documents to: (a) reflect any changes which the Majority Underwriters are entitled to make in accordance with this paragraph 3; and/or (b) enable any amendments to the Finance Documents which are necessary to reflect any changes contemplated in this paragraph 3 to be effected with the consent of the Majority Underwriters and the Company, provided in each case that such documentation is Agreement in form and substance satisfactory to the Company and the Majority Lenders, Arrangers provided that the Company and the Arrangers have acted in each case acting good faith and used all reasonable endeavours to agree such amendments to the Finance Documents as soon as reasonably practicable following a request from the Arrangers or the Company and in good faithany event within 5 Business Days of such written request and in accordance with paragraph 4 of the Commitment Letter. No consent, amendment or other fee will be required to be paid by the Company or any member of the Group in connection with any such documentation or amendments. 3.10 (e) There are no Flex Rights market flex rights or other flex rights (including any structural flex rights) in relation to respect of the Facilities Facility other than as set out above. 10210140492-v8 - 3 - 70-41019368.