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 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 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 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 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) 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) 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 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 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 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) 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 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 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) 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 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 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 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 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. 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 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 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. (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 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 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 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) 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 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 11.7 (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 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 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” " 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: (A1) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B2) 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.; and (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 The Parent shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 1,000 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) 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 30.4 (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 Commitment of a Defaulting Lender under a Facility in accordance with paragraph (d) of Clause 9.5 9.7 (Right of repayment and cancellation in relation to a Defaulting single Lender); or (ii) the Commitments Commitment of a Lender under a Facility in accordance with Clause 9.1 (Illegality), request that the Total Commitments under that Facility be increased (and the Total aggregate Commitments under the relevant 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 (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; (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 such 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) 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 1,000 and the Company shall within three (3) Business Days of demand shall, 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 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. (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 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 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. (a) The Company may by by, giving not less than 60 days' prior notice to the Agent Agent, request that the Term Facility Commitments be increased (and the Term Facility Commitments shall be so increased) by no later than an amount which, when aggregated with the date falling 20 Business Days after amount of any previous increase of the effective date of a cancellation ofTerm Facility Commitments under this Clause 2.2, does not exceed US$40,000,000 as follows: (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 Term Facility 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 a Sponsor Affiliate or a member of the Group) and which is further acceptable to the Agent (acting reasonably) and each of which confirms must have confirmed 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 Term Facility 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 Term Facility Commitments of the other Lenders shall continue in full force and effect; and (viiv) any increase in the Total Term Facility 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 Subject to paragraph (d) below, an increase in the Total Term Facility Commitments will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; (ii) to the extent applicable, the Agent receiving from the Company a copy of the application to, and approval of, the Financial Surveillance Department of the South African Reserve Bank in connection with the transactions contemplated under this Clause 2.2 in form and substance satisfactory to the Agent (acting reasonably); and (iii) 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 Parent and the Increase LenderLender upon the conditions in paragraphs (i) and (ii) above being satisfied. (c) No Lender is under any obligation to become an Increase Lender and does so at its own discretion. (d) An increase in the Term Facility Commitments will be subject to and conditional upon the following conditions: (i) the Company delivering a certificate to the Agent in form and substance satisfactory to the Agent certifying that the financial covenants set out in Clause 22 (Financial Covenants) required to be complied with for the most recent Relevant Period in respect of which financial statements and a Compliance Certificate have been delivered to the Agent would have been complied if recalculated for that most recent Relevant Period (on a pro forma basis after taking into account the Financial Indebtedness in respect of the increased Term Facility Commitments as if all of those increased Term Facility Commitments had been utilised in full at the end of that most recent Relevant Period); (ii) the Margin on the Term Loans made available pursuant to this Clause 2.2 does not exceed 0.5 per cent. above the then applicable Margin on the Term Loan; (iii) the Term Loans made available pursuant to this Clause 2.2 shall have a maturity date which is after the Termination Date for the Term Loan made on the Closing Date and a weighted average life to maturity which is longer than of the remaining average life to maturity of the Term Loan made on the Closing Date; (iv) no Default shall have occurred and be continuing or would occur as a result of a Utilisation of a Term Loan made available pursuant to this Clause 2.2; (v) each Borrower applies all amounts borrowed by it under this Clause 2.2 towards Permitted Acquisitions; (vi) each Obligor having entered into such guarantee and security confirmations and/or confirmatory security as may be reasonably requested by the Agent; (vii) the Investors shall have provided, at the same time as any Utilisation of a Term Loan made available pursuant to this Clause 2.2, New Shareholder Injections into the Borrower in an amount at least equal to that Utilisation of the applicable Term Loan made available pursuant to this Clause 2.2; and (viii) the Lenders shall have been given a first right of refusal to participate as an Increase Lender provided, for the avoidance of doubt, that the Company may select lenders at its discretion on the basis of the most competitive pricing. The Agent is authorised to enter into, on behalf of each of the Finance Parties, documentation required to reflect these altered terms. (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 effective. (df) 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 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. (eg) The 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 27.3 (Assignment or transfer fee) if the increase was a transfer pursuant to Clause 27.5 (Procedure for transfer) and if the Increase Lender was a New Lender. (h) 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. (fi) 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” 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 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 Commitment of a Defaulting Lender in accordance with paragraph (f) of Clause 9.5 7.6 (Right of replacement or repayment and cancellation in relation to a Defaulting single Lender); or (ii) the Commitments Commitment 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: (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 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 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 (in relation to the part of the increased Commitments which the Increase Lender assumes) as the Obligors Borrower and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original LenderLender and had the increased Commitments been original Commitments; (viii) each Increase Lender which is not 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 (in relation to the part of the increased Commitments which the Increase Lender assumes) as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original LenderLender and had the increased Commitments been original Commitments; (viiv) the Commitments of the other Lenders and, if the Increase Lender is already a Lender, its existing Commitment, 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;; 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 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 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 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 2.2EUR 3,000. (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 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 paragraph. (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. (aA) The Company may may, by giving prior notice to the Agent by no not later than the date falling 20 ten Business Days after the effective date of a cancellation of: (i1) 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 (ii2) the Commitments of a Lender in accordance with with: (a) paragraph (E) of Clause 9.1 2.2 (Extension of Facility); (b) Clause 10.1 (Illegality); or (c) paragraph (A) of Clause 10.4 (Right of cancellation and repayment 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: (iiii) subject to paragraph (J) below, 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; (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 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 executes an otherwise duly completed Increase Confirmation from delivered to it by 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 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 performance terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Increase Confirmation. (C) The Agent shall only be obliged to execute an Increase Confirmation delivered to it by the Agent of an Increase Lender once it is satisfied 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 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 Lenderit in connection with any increase in Commitments under this Clause 2.3, provided that the Company has approved the fee arrangements of any professional advisers involved. (F) Each Increase Lender shall, on the date upon which the relevant 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 29.4 (Assignment or transfer fee) if the increase was a transfer pursuant to Clause 29.6 (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 Fee Letter. (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 29.5 (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 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 Agent by no later than the date falling 20 Business Days Interim Facility Agent, to take effect on or 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 10.3 (Illegality)) or paragraph 1 (Replacement of an Interim Lender) above, request that the Total Interim Commitments relating to the Interim Facility be increased (and the Total Interim Commitments relating to the 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 the 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 the 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 the Interim Facility will only be effective onon the later of: (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; and (iii) if applicable, the date on which any corresponding Interim Commitments referred to in paragraph (a) were cancelled. (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 22.3 (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 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 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 LenderLender which the Agent shall, if all applicable conditions set out in this Clause are satisfied, 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 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) 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 Commitment of a Defaulting Lender in accordance with paragraph (f) of Clause 9.5 8.8 (Right of replacement or repayment and cancellation in relation to a Defaulting single Lender); or (ii) the Commitments Commitment of a Lender in accordance with with: (A) Clause 9.1 8.1 (Illegality); or (B) paragraph (a) of Clause 8.8 (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 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 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 assume, and does assume 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 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 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 Agent (for its own account) a fee of £1,500 in an amount equal to the fee which would be payable under Clause 22.4 (Assignment or transfer fee) if the increase was a transfer pursuant to Clause 22.6 (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) 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 22.5 (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 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 10 Business Days after the effective date of a cancellation of: (i) the Available Commitments of a Defaulting Lender in accordance with paragraph (d) of Clause 9.5 7.6 (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 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 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 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 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 delivered to it by an Increase Lender; (ii) Lender once it is satisfied that it has complied with, 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. (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 Agent otherwise agrees or the increased Commitment is assumed by an existing Lenderotherwise, the Company shall, on the date upon which the increase Increase takes effect, pay to the Agent (for its own account) a fee of £1,500 2,500 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. (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 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 (f). (fg) 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. (h) 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: (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 Commitment of a Defaulting Lender in accordance with Clause 9.5 8.7 (Right of cancellation 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 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) . 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 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 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 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: (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) 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. 63140965_9 (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 63140965_9 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 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 7.6 (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 7.6 (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 7.6 (Right of prepayment 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: (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 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 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 , 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 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: (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 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 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. Whirlpool may request at any time and from time to time that the Aggregate Commitment be increased up to a maximum amount of $200,000,000; 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 as to the number, identity and requested Commitments of Extending 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 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 Extending 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) The Company 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 9.6 (Right of repayment and cancellation in relation to a Defaulting single Lender); or (ii) the Commitments of a Lender in accordance with Clause 9.1 (Illegality) or Clause 9.2 (Restrictions on participation in Bank Guarantees), 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 reasonablyreasonably on the basis of all applicable laws and regulations)) 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 Company, the Increase Lender and the Increase LenderFronting Banks; and (B) the Fronting Banks 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 shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 €5,000 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 duly documented 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 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. (f) Clause 27.4 26.4 (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” "re‑transfer" and “re-assignment” "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 12.6 (Right of cancellation in relation to a Defaulting Lender); or (ii) the Commitments of a Lender in accordance with with; (A) Clause 9.1 12.1 (Illegality); or (B) paragraph (a) of Clause 12.5 (Right of replacement or repayment and cancellation in relation to a single Lender), request that the Total Commitments be increased (and the Total Commitments 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 relating to that Facility 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 which are Qualifying Swiss Lenders (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 or acquisition 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 (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 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 ofof the Commitments of a Lender in accordance with: (i) the Available Commitments of a Defaulting Lender in accordance with Clause 9.5 clause 7.1 (Right of cancellation in relation to a Defaulting LenderIllegality); or (ii) the Commitments clause 7.6 (a) (Right of replacement or repayment and cancellation in relation to a Lender in accordance with Clause 9.1 (Illegality), 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 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 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 clause 2.2(c), 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 within 5 Business Days of 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 21.4 (Assignment or transfer fee) if the increase was a transfer pursuant to clause 21.6 (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 clause 2.2(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 21.5 (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) Notwithstanding Clause 2.1 (The Company Facilities) above, and in addition to paragraph (b) below, the Parent may with the prior consent of a Lender, any bank, financial institution, trust, fund or any other entity selected by the Parent (each an “Increase Lender”) and by giving 10 Business Days prior notice to the Facility Agent, increase the Commitments under any Facility by including any new Commitments of any Increase Lender provided that: (i) other than in relation to an increase in Commitments to facilitate a refinancing of the US$ B4 Facility, the EUR B4 Facility and/or any Bidco Additional Facility under the Acquisition Facilities Agreement, no Event of Default is continuing; (ii) other than in relation to an increase in Commitments to facilitate a refinancing of the US$ B4 Facility, the EUR B4 Facility and/or any Bidco Additional Facility under the Acquisition Facilities Agreement, it shall be a condition to any Utilisation of any new Commitment that the Parent shall certify in the relevant Utilisation Request that the ratio of Senior Net Debt to Annualised EBITDA shall be no greater than 4.50:1 on a pro forma basis (taking into account such drawing and the use of proceeds of such drawing); (iii) if such an increase in Commitments relates to a refinancing of the US$ B4 Facility, the EUR B4 Facility and/or any Bidco Additional Facility under the Acquisition Facilities Agreement: (A) an Advance or Advances (as applicable) under the relevant Facility shall be deemed to have been borrowed by a Borrower notified by the Parent to the Facility Agent in an amount notified by the Parent to the Facility Agent of up to the US$ B4 Facility Refinancing Amount, the EUR B4 Facility Refinancing Amount and/or the Bidco Additional Facility Refinancing Amount; and (B) accrued interest on that Advance or such Advances under the Acquisition Facilities Agreement will be carried forward into the relevant Facility and the first Interest Period payment date for that deemed Advance or such Advances shall correspond with the end of the Interest Period selected in the relevant utilisation request for the relevant Advance or Advances under the Acquisition Facilities Agreement, and for the avoidance of doubt, there shall be no requirement to meet any incurrence test or certify compliance with any financial covenants in relation to such increase in Commitments; and (iv) 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 Parent may by giving prior notice to the Facility Agent by no later than the date falling 20 30 Business Days after the effective date of a cancellation of: (i) the Available Commitments of a Defaulting Lender in accordance with Clause 9.5 12.5 (Right of cancellation Cancellation in relation Relation to a Defaulting Lender); or (ii) the Commitments of a Lender in accordance with Clause 9.1 21 (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 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 Each Increase Lender shall become a Party party to this Agreement 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 The Commitments of the other Lenders shall continue in full force and effect; and. (viie) any An increase in the Total Commitments relating to a Facility shall take effect on the date specified by the Company Parent 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 (bf) below are satisfied. (bf) 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 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 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;Lender;1 (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 1 The Transaction Security and guarantees provided under this Agreement may not in all jurisdictions continue to secure or guarantee the Increased Commitment or be for the benefit of the Increase Lender. It is the responsibility of the Increase Lender to ascertain whether any other documents or other formalities are required to confirm the Transaction Security and/or guarantees in any jurisdiction and/or for it to benefit from such Transaction Security and/or guarantees and, if so, to arrange for execution of those documents and completion of those formalities. (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. (a) The Company may by giving prior notice to the Facilities Agent by no later than the date falling 20 Business Days after the effective date of a cancellation of: (i) the Available Commitments Commitment and/or the Available Swingline Commitment of a Defaulting Lender (or its Affiliate) in accordance with Clause 9.5 13.6(g) (Right Involuntary prepayment and cancellation and replacement of cancellation in relation to a Defaulting Lender); or (ii) the Commitments of a Lender (or its Affiliate) in accordance with Clause 9.1 13.1 (IllegalityMandatory prepayment - illegality), request that the Total Commitments or the relevant Swingline Commitments be increased (and the Total Commitments under that Facility or the relevant Swingline 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 Available Swingline Commitment so cancelled as follows: (iii) the increased Commitments and/or relevant Swingline 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 (each of which shall not be an Investor Affiliate or a member of the Carnival Corporation & plc 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 Defaulting Lender corresponding to that part of the increased Commitments and/or relevant Swingline 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 (where appropriate) “Swingline 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 and Swingline Commitments of the other Lenders shall continue in full force and effect; and (vii) any increase in the Total Commitments and/or the relevant Swingline 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 and/or the relevant Swingline Commitments will only be effective on: (i) the execution by the Facilities 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 Facilities 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 and/or the relevant Swingline Commitments by that Increase Lender, the completion of which the Facilities Agent shall promptly notify to the Company and the Increase Lender. (c) No Swingline Commitment of a Lender may exceed the Commitment of that Lender or its Affiliate pursuant to the operation of this Clause 2.2. Accordingly where the Swingline Commitments are to be increased pursuant to this Clause to replace Swingline Commitments of a Swingline Lender that have been cancelled pursuant to Clause 13.6(g) (Involuntary prepayment and cancellation and replacement of Lender) or Clause 13.1 (Mandatory prepayment - illegality) without a commensurate cancellation of the Commitments of that Swingline Lender’s Affiliate being required at the time of such cancellation, that Affiliate shall (to the extent of its Commitments at the time of the increase in Swingline Commitments) be required to transfer its Commitments to the relevant Increase Lender (or its Affiliate) on the terms provided for in Clause 40.4 (Replacement of a Defaulting Lender) to the extent necessary to ensure that the Commitments of the Increase Lender (or its Affiliate) are at least equal to each of the Swingline Commitments assumed by that Increase Lender. (d) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Facilities 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 Facilities Agent otherwise agrees or the increased Commitment and/or Swingline Commitment is assumed by an existing Lender, the Company shall, on the date upon which the increase takes effect, pay to the Facilities Agent (for its own account) a fee of £1,500 USD3,500 and the Company shall within three (3) Business Days of promptly on demand pay to the Agent and the Security Facilities 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. (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 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. (fg) Clause 27.4 29.3 (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” re‑transfer and “re-assignment” re‑assignment were references to respectively a “transfer” transfer and “assignment”.

Increase. (a) The Company Subject to Clause 39.7 (Restriction on Debt Purchase Transactions), the Parent 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 11.6 (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); or (iii) any Commitments of a Lender in accordance with Clause 39.5 (Replacement of Lender), request that the Total Commitments relating to any Facility be increased (and the Total Commitments shall be so increased) in an aggregate Base Currency Amount amount in the applicable 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 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 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; (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 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 LenderLender 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 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 Issuing Bank. (iii) in the case of an increase in the Total Commitments, the relevant Issuing Bank consenting to the identity of the relevant Increase LenderLender (unless that Increase Lender is a person with a long term corporate credit rating equal to or better than BBB or Baa2 (as applicable) according to at least two of Moody’s, S&P and Fitch). (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 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 28.3 (Assignment or transfer fee) if the increase was a transfer pursuant to Clause 28.5 (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 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 28.4 (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”. (g) 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 Parent (and not prejudicial to the interests of the Finance Parties) in order to facilitate or reflect any of the matters contemplated by this Clause 2.2. The Agent and the Security Agent 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 Parent). (h) Nothing in this Clause 2.2 shall operate to increase the Total Commitments in effect at that time.

Increase. (a) The Company may by by, giving not less than 60 days' prior notice to the Agent Agent, request that the Term Facility Commitments be increased (and the Term Facility Commitments shall be so increased) by no later than an amount which, when aggregated with the date falling 20 Business Days after amount of any previous increase of the effective date of a cancellation ofTerm Facility Commitments under this Clause 2.2, does not exceed US$40,000,000 as follows: (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 Term Facility 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 a Sponsor Affiliate or a member of the Group) and which is further acceptable to the Agent (acting reasonably) and each of which confirms must have confirmed 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 Term Facility Commitments which it is to assume, as if it had been an Original Lender;; 0081727-0000042 SN:12155633.21 50 (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 Term Facility Commitments of the other Lenders shall continue in full force and effect; and (viiv) any increase in the Total Term Facility 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 Subject to paragraph (d) below, an increase in the Total Term Facility Commitments will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; (ii) to the extent applicable, the Agent receiving from the Company a copy of the application to, and approval of, the Financial Surveillance Department of the South African Reserve Bank in connection with the transactions contemplated under this Clause 2.2 in form and substance satisfactory to the Agent (acting reasonably); and (iii) 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 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 Parent and the Increase Lender upon the conditions 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: paragraphs (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; and (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”above being satisfied.

Increase. (a) The Company Vodafone may by giving prior notice to the Agent by no later than the date falling 20 60 Business Days after the effective date of a cancellation of: (i) the Available Commitments of a Defaulting Lender in accordance with paragraph (d) of Clause 9.5 8.5 (Right of cancellation in relation to a Defaulting Lenderprepayment and cancellation); or (ii) the Commitments of a Lender in accordance with Clause 9.1 14.1 (Illegality), request that the Total Commitments be increased (and the Total Commitments shall be so increased) 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 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) Vodafone 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; (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 Vodafone 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 Vodafone 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 Vodafone shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 US$3,000 and the Company Vodafone 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 2.22.3. (e) The Company Vodafone may pay to the Increase Lender a fee in the amount and at the times agreed between the Company Vodafone and the Increase Lender in a letter between Vodafone 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 (e). (f) Clause 27.4 27.2(f) to (Limitation of responsibility of Existing j) inclusive (Transfers by 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 Vodafone may by giving prior notice to the Agent by no later than the date falling 20 60 Business Days after the effective date of a cancellation of: (i) the Available Commitments of a Defaulting Lender in accordance with paragraph (c) of Clause 9.5 8.5 (Right of cancellation in relation to a Defaulting Lenderprepayment and cancellation); or (ii) the Commitments of a Lender in accordance with Clause 9.1 14.1 (Illegality), request that the Total Commitments be increased (and the Total Commitments shall be so increased) 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 (each of which shall not be an Investor Affiliate or a member of the Group) Vodafone 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 Vodafone 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 Vodafone 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 Vodafone shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,500 €2,500 and the Company Vodafone 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 2.22.3. (e) The Company Vodafone may pay to the Increase Lender a fee in the amount and at the times agreed between the Company Vodafone and the Increase Lender in a letter between Vodafone 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 (e). (f) Clause 27.4 27.2(f) to (Limitation of responsibility of Existing j) inclusive (Transfers by 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 may 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 9.6 (Right of cancellation in relation to a Defaulting Lender); or (ii) the Commitments of a Lender in accordance with with: (A) Clause 9.1 (Illegality); or (B) Clause 9.5 (Right of cancellation and repayment in relation to a single Lender or Issuing Bank), 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 Hong Kong 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 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; (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 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 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 by that Increase Lender, the completion of which the . The Agent shall promptly notify to the Company Borrower, the Increase Lender and the Increase LenderIssuing Bank upon being so satisfied; and (B) 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 The Borrower shall, promptly on the date upon which the increase takes effectdemand, 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 2.22.4. (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 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 paragraph. (fg) Clause 27.4 25.4 (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) 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) 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 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 ‎‎9.6 (Right of cancellation in relation to a Defaulting LenderNoteholder); or (ii) the Commitments of a Lender Noteholder in accordance with with: (A) Clause 9.1 ‎‎9.1 (Illegality); or (B) paragraph ‎(a) of Clause ‎‎9.4 (Right of cancellation and redemption in relation to a single Noteholder), 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 amount in the Base Currency Amount of up to the amount of the Available Commitments or Commitments relating to that Series so cancelled as follows: (iii1) the increased Commitments will be assumed by one or more Lenders Noteholders or other banks, financial institutions, trusts, funds or other entities persons (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 in writing (whether in the relevant Increase Confirmation or otherwise) 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 LenderNoteholder in respect of those Commitments; (iv2) 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 LenderNoteholder in respect of that part of the increased Commitments which it is to assume; (v3) each Increase Lender shall Noteholder shall, if it is not already a Noteholder, 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 LenderNoteholder in respect of that part of the increased Commitments which it is to assume; (vi4) the Commitments of the other Lenders Noteholders shall continue in full force and effect; and (vii5) any increase in the Total Commitments relating to a Series 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(b) below are satisfied. (b) An increase in the Total Commitments relating to a Series will only be effective on: (i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender;Noteholder; and (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 being satisfied (acting reasonably) 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 Noteholder. The Agent shall promptly notify to the Company and the Increase LenderNoteholder upon being so satisfied. (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 Lender, the Company The Increase Noteholder 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 ‎27.8 (Assignment or transfer fee) if the increase was a transfer pursuant to Clause ‎‎27.10 (Procedure for transfer) and if the Increase Noteholder was a New Noteholder. (e) The Company may pay (or may procure that another Obligor pays) to the Increase Noteholder a fee in the amount and at the times agreed between the Company and the Increase Noteholder in a Fee Letter. (f) The Company shall within three (3) Business Days of promptly on demand pay (or procure that another Obligor pays) the Agent and the Security Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably properly 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 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 ‎‎27.9 (Limitation of responsibility of Existing LendersNoteholders) shall apply mutatis mutandis in this Clause 2.2 ‎2.3 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) 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 Borrower 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 (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: (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 (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 in writing 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” 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;; 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 Borrower 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. (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 22 (Changes to the Lenders) if the increase was a transfer pursuant to Clause 22 (Changes to the Lenders) 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 Increase Lender a fee in the amount and at the times agreed between the Company Borrower and the Increase Lender in a Fee LetterLender. (fg) 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. (h) Clause 27.4 22 (Limitation of responsibility of Existing Changes to the 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 At any time prior to the date of the first Request, the Company may may, by giving 5 Business Days’ 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 (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 and, subject to the remaining paragraphs of this Subclause 2.2, the Total Commitments shall be so increased) in an aggregate Base Currency Amount amount, when aggregated with all other amounts of the Total Commitments increased pursuant to this Subclause 2.2, of up to the amount of the Available Commitments or Commitments so cancelled HK$1,560,000,000 as follows: (iiii) the increased Commitments will be assumed by one or more Lenders banks or other banks, financial institutions, institutions or trusts, funds or other entities which are regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (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 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 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 shall take effect on the date specified by the Company in the notice referred shall, subject to above or any later date on which the conditions set out in paragraph paragraphs (bc) below are satisfiedand (d) below, take effect on the later of the date specified in the relevant Increase Confirmation and the date on which the Facility 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 and, as soon as reasonably practicable after it has executed that Increase Confirmation, send a copy of that Increase Confirmation to the Company and inform all Lenders of such execution. (c) The Facility Agent shall only be effective onobliged to execute an Increase Confirmation delivered to it by an Increase Lender if: (i) the execution by aggregate amount of the Agent increased Commitments set out in the Increase Confirmation, when aggregated with all other amount of an Increase Confirmation from the relevant Increase LenderTotal Commitments increased pursuant to this Subclause 2.2, does not exceed HK$1,560,000,000; (ii) no Default or Event of Default has occurred and is continuing or would result from the increase in relation to an the Commitments in accordance with that Increase Lender which is not a Lender immediately prior to the relevant increase:Confirmation; (Aiii) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreementall Repeating Representations are correct in all material respects; and (Biv) the performance by the Facility Agent of has completed all necessary “know your customer” or other similar checks under all applicable laws and regulations customer due diligence requirements to its satisfaction (acting reasonably) 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 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. (de) 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 The Company shall within three (3) Business Days 15 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 Subclause 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 Neither the Facility Agent nor any Lender shall have any obligation to find an Increase Lender and in no event shall any Finance Party be required to pay or surrender any of the fees received by such Finance Party pursuant to the Finance Documents. (g) Subclause 26.7 (Limitation of responsibility of Existing LendersLender) shall apply mutatis mutandis in this Clause Subclause 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;; and (ii) the “New Lender” 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 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) 2.2.1.1 the Available Commitments of a Defaulting Lender in accordance with Clause 9.5 8.8.7 (Right of cancellation in relation to a Defaulting Lender); or (ii) 2.2.1.2 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 so cancelled as follows: (iii) 2.2.1.3 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 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) 2.2.1.4 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) 2.2.1.5 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) 2.2.1.6 the Commitments of the other Lenders shall continue in full force and effect; and (vii) 2.2.1.7 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 Clause 2.2.2 are satisfied. (b) 2.2.2 An increase in the Total Commitments relating to a Facility will only be effective on: (i) 2.2.2.1 the execution by the Agent of an Increase Confirmation from the relevant Increase Lender;; and (ii) 2.2.2.2 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 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) 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) Unless 2.2.4 The Company shall, promptly on demand, pay the Agent otherwise agrees or the increased Commitment is assumed amount of all properly documented third party costs and expenses (including legal fees pre-agreed by an existing Lender, the Company Company) reasonably incurred by it in connection with any increase in Commitments under this Clause 2.2. 2.2.5 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 27.3 (Assignment or transfer fee) if the increase was a transfer pursuant to Clause 27.5 (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) 2.2.6 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 letter between the Company and the Increase Lender setting out that fee. A reference in this Clause 2.2 Agreement to a Fee Letter shall include any letter referred to 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”this clause.

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 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 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 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 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; (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 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 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 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 11.7 (Right of cancellation in relation to a Defaulting Lender or a Sanctioned 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 under that Facility shall be so increased) in an aggregate amount in the relevant 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 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; (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, provided that nothing in this Clause 2.2 obliges any Lender to become an Increase 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 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: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 Parent, the Increase Lender and the Increase LenderIssuing Bank (if any); and (iii) in the case of an increase in the Total Revolving Facility Commitments, the Issuing Bank under the relevant Revolving Facility (if any) 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 Existing Lender or an Affiliate of 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 $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) 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.Letter.‌ (f) 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” 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 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 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 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; (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 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 Facilities Agent by no later than the date falling 20 Business Days after the effective date of a cancellation of: (i) the Available Commitments Commitment and/or the Available Swingline Commitment of a Defaulting Lender (or its Affiliate) in accordance with Clause 9.5 12.6(g) (Right Involuntary prepayment and cancellation and replacement of cancellation in relation to a Defaulting Lender); or (ii) the Commitments of a Lender (or its Affiliate) in accordance with Clause 9.1 12.1 (IllegalityMandatory prepayment - illegality), request that the Total Commitments or the relevant Swingline Commitments be increased (and the Total Commitments under that Facility or the relevant Swingline 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 Available Swingline Commitment so cancelled as follows: (iii) the increased Commitments and/or relevant Swingline Commitments will be assumed by one or more Lenders or other banksbanks or financial institutions which, financial institutionsin respect of an assumption of a Tranche A Commitment, trusts, funds or other entities meets the Rating Requirements at the time of such assumption (each an “Increase Lender”) selected by the Company (each of which shall not be an Investor Affiliate or a member of the Carnival Corporation & plc 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 Defaulting Lender corresponding to that part of the increased Commitments and/or relevant Swingline 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 (where appropriate) “Swingline 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 and Swingline Commitments of the other Lenders shall continue in full force and effect; and (vii) any increase in the Total Commitments and/or the relevant Swingline 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 and/or the relevant Swingline Commitments will only be effective on: (i) the execution by the Facilities 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 Facilities 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 and/or the relevant Swingline Commitments by that Increase Lender, the completion of which the Facilities Agent shall promptly notify to the Company Company, the Increase Lender and the Fronting Banks. (c) No Swingline Commitment of a Lender may exceed the Commitment of that Lender or its Affiliate pursuant to the operation of this Clause 2.2. Accordingly where the Swingline Commitments are to be increased pursuant to this Clause to replace Swingline Commitments of a Swingline Lender that have been cancelled pursuant to Clause 12.6(g) (Involuntary prepayment and cancellation and replacement of Lender) or Clause 12.1 (Mandatory prepayment - illegality) without a commensurate cancellation of the Commitments of that Swingline Lender’s Affiliate being required at the time of such cancellation, that Affiliate shall (to the extent of its Commitments at the time of the increase in Swingline Commitments) be required to transfer its Commitments to the relevant Increase Lender (or its Affiliate) on the terms provided for in Clause 39.4 (Replacement of a Defaulting Lender) to the extent necessary to ensure that the Commitments of the Increase Lender (or its Affiliate) are at least equal to each of the Swingline Commitments assumed by that Increase Lender. (cd) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Facilities 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 Facilities Agent otherwise agrees or the increased Commitment and/or Swingline Commitment is assumed by an existing Lender, the Company shall, on the date upon which the increase takes effect, pay to the Facilities Agent (for its own account) a fee of £1,500 USD3,500 and the Company shall within three (3) Business Days of promptly on demand pay to the Agent and the Security Facilities 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. (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 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. (fg) Clause 27.4 28.3 (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”.