Common use of Increase in Facility Clause in Contracts

Increase in Facility. (a) So long as no Event of Default has occurred and is continuing, the Company may, upon at least 5 days’ prior written notice to the Agent (who shall promptly provide a copy of such notice to each Bank), propose to increase the Total Commitments by an additional amount not to exceed €500,000,000 (the amount of any such increase, the “Additional Commitment Amount”). Each Bank shall have the right for a period of 15 days following receipt of such notice, to elect by written notice to the Company and the Agent to increase its Commitment by a principal amount equal to its pro rata share of the Additional Commitment Amount. No Bank (or any successor thereto) shall have any obligation to increase its Commitment or its other obligations under this Agreement and the other Finance Documents, and any decision by a Bank to increase its Commitment shall be made in its sole discretion independently from any other Bank. (b) If any Bank shall not elect to increase its Commitment pursuant to paragraph (a) of this Clause, the Company may designate another bank or other financial institution (which may be, but need not be, one or more of the existing Banks but which shall be a Qualifying Bank) which at the time agrees to, in the case of any such person that is an existing Bank, increase its Commitment and in the case of any other such person (an “Additional Bank”), become a party to this Agreement; provided, however, that any new bank or financial institution must be acceptable to the Agent, which acceptance will not be unreasonably withheld or delayed. The sum of the increases in the Total Commitments of the existing Banks pursuant to this Clause and the Commitments of the Additional Banks shall not in the aggregate exceed the unsubscribed amount of the Additional Commitment Amount. Back to Contents (c) An increase in the aggregate amount of the Commitments pursuant to this Clause shall become effective upon the receipt by the Agent of an agreement in form and substance satisfactory to the Agent signed by the Company, by each Additional Bank and by each other Bank whose Commitment is to be increased, setting forth the new Commitments of such Banks and setting forth the agreement of each Additional Bank to become a party to this Agreement and to be bound by all the terms and provisions hereof, together with such evidence of appropriate corporate authorisation on the part of the Company with respect to the increase in the Total Commitments and such legal opinions of the legal advisers to the Agent and the Arrangers with respect to the increase in the Commitments as the Agent may reasonably request. (d) Upon the acceptance of any such agreement by the Agent, the Total Commitments shall automatically be increased by the amount of the Commitments added through such agreement and Schedule 1 shall automatically be deemed to be amended to reflect the Commitments of all Banks after giving effect to the addition of such Commitments.

Increase in Facility. (a) So long as no Event The Increase Lender hereby agrees to provide a Commitment in the amount set forth opposite such Increase Lender’s name in the table below: Regions Bank $100,000,000.00 (b) The Increase Effective Date for the Increase is the 2024 Increase Effective Date. (c) By execution of Default has occurred and is continuingthis Agreement, the Company mayIncrease Lender hereby acknowledges, upon at least 5 days’ prior written notice agrees and confirms that such Increase Lender shall be deemed to be a party to the Agent (who Amended Credit Agreement as of the 2024 Increase Effective Date and a “Lender” for all purposes of the Amended Credit Agreement and shall promptly provide have all of the obligations of a copy Lender thereunder. The Increase Lender hereby ratifies, as of such notice the 2024 Increase Effective Date, and agrees to each Bank)be bound by, propose all of the terms, provisions and conditions applicable to increase Lenders contained in the Total Commitments by an additional amount not Amended Credit Agreement. The Increase Lender acknowledges and agrees to exceed €500,000,000 (the amount provisions set forth in this Section 1. The Borrowers agree that, as of any such increasethe 2024 Increase Effective Date, the “Additional Commitment Amount”). Each Bank Increase Lender shall have the right for (i) be a period of 15 days following receipt of such notice, to elect by written notice party to the Company and the Agent to increase its Commitment by Amended Credit Agreement, (ii) be a principal amount equal to its pro rata share “Lender” for all purposes of the Additional Commitment Amount. No Bank (or any successor thereto) shall have any obligation to increase its Commitment or its other obligations under this Amended Credit Agreement and the other Finance Loan Documents, and any decision by (iii) have the rights and obligations of a Bank to increase its Commitment shall be made in its sole discretion independently from any other Bank. (b) If any Bank shall not elect to increase its Commitment pursuant to paragraph (a) of this Clause, Lender under the Company may designate another bank or other financial institution (which may be, but need not be, one or more of the existing Banks but which shall be a Qualifying Bank) which at the time agrees to, in the case of any such person that is an existing Bank, increase its Commitment and in the case of any other such person (an “Additional Bank”), become a party to this Agreement; provided, however, that any new bank or financial institution must be acceptable to the Agent, which acceptance will not be unreasonably withheld or delayed. The sum of the increases in the Total Commitments of the existing Banks pursuant to this Clause Amended Credit Agreement and the Commitments of the Additional Banks shall not in the aggregate exceed the unsubscribed amount of the Additional Commitment Amount. Back to Contents (c) An increase in the aggregate amount of the Commitments pursuant to this Clause shall become effective upon the receipt by the Agent of an agreement in form and substance satisfactory to the Agent signed by the Company, by each Additional Bank and by each other Bank whose Commitment is to be increased, setting forth the new Commitments of such Banks and setting forth the agreement of each Additional Bank to become a party to this Agreement and to be bound by all the terms and provisions hereof, together with such evidence of appropriate corporate authorisation on the part of the Company with respect to the increase in the Total Commitments and such legal opinions of the legal advisers to the Agent and the Arrangers with respect to the increase in the Commitments as the Agent may reasonably requestLoan Documents. (d) Upon The Increase Lender (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the acceptance transactions contemplated hereby and to become a Lender under the Amended Credit Agreement, (B) it satisfies the requirements of any such agreement an Eligible Assignee, (C) from and after the 2024 Increase Effective Date, it shall be bound by the Agentprovisions of the Amended Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to its decision to enter into this Agreement and to become a Lender under the Amended Credit Agreement and either it, or the Person exercising discretion in making its decision to enter into this Agreement and to become a Lender under the Amended Credit Agreement, is experienced in transactions of this type, (E) it has received a copy of the Existing Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to the Existing Credit Agreement and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Amended Credit Agreement, and (F) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and become a Lender under the Amended Credit Agreement; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with 13690245v2 their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender (e) The address of the Increase Lender for purposes of Section 10.02 of the Amended Credit Agreement is as set forth in the Increase Lender’s Administrative Questionnaire delivered to the Administrative Agent on or prior to the 2024 Increase Effective Date, or such other address as shall be designated by the Increase Lender in accordance with Section 10.02 of the Amended Credit Agreement. (f) In connection with the Increase: (i) The last sentence of the definition of “Commitment” in Section 1.01 of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows: As of the 2024 Increase Effective Date, the Total Commitments shall automatically be increased by the amount of the Commitments added through such agreement and Schedule 1 shall automatically be deemed to be amended to reflect the aggregate Commitments of all Banks Lenders shall equal $2,050,000,000. (ii) The last sentence of the definition of “Applicable Percentage” in Section 1.01 of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows: On the Fourth Amendment Effective Date, the Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 (as in effect on the Fourth Amendment Effective Date), or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable; and, on the 2024 Increase Effective Date, after giving effect to the addition 2024 Increase, the Applicable Percentage of each Lender is set forth opposite the name of such CommitmentsLender on Schedule 2.01 (as in effect on the 2024 Increase Effective Date), or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable. (iii) Section 1.01 of the Existing Credit Agreement is hereby amended to add the following new defined terms in the appropriate alphabetical order:

Increase in Facility. (a) So long as no Event The Facility may be increased by up to $100,000,000.00 in the aggregate with the approval of Default has occurred and is continuing, the Company may, upon at least 5 days’ prior written notice to the Agent (who and all Lenders. If the Borrower desires such an increase it shall promptly provide a copy of notify the Agent and if the Agent agrees to such notice to each Bank), propose to increase the Total Commitments by an additional amount not to exceed €500,000,000 (the amount of any such increase, the “Additional Commitment Amount”). Each Bank shall have the right for a period of 15 days following receipt of such notice, to elect by written notice to the Company Borrower and the Agent shall separately agree with respect to any fees payable by the Borrower in connection therewith. The Agent shall notify the Lenders and within thirty (30) days thereafter each Lender shall notify the Agent whether it approves the increase and, if so, whether it desires to increase its Commitment in connection therewith. Any Lender which fails to approve the requested increase shall be deemed to grant the Agent the right to acquire such Lender's rights and interests hereunder by a principal amount assignment pursuant to SECTION 11.12 for consideration equal to its pro rata share the outstanding balance of Loans owed to such Lender. If all Lenders approve such increase or if Agent elects to exercise such right to acquire the interest of all Lenders which did not approve the increase, this Agreement shall be amended to reflect such increase and to adjust the Pro Rata Shares of all Lenders. The allocation of the Additional Commitment Amount. No Bank (or increase among the Agent, the existing Lenders and any successor thereto) new Lenders to become parties hereto as assignees of Agent shall have any obligation be made by Agent, provided that such allocations shall be made so that each of the original Lenders which notified Agent of its desire to increase its Commitment or its other obligations under this Agreement and the other Finance Documents, and any decision by a Bank is allowed to increase its Commitment shall be made up to the amount of Agent's intended hold level following such increase in its sole discretion independently from any other Bank. the Facility. The Agent may (b) If any Bank but shall not elect to be obligated to) assign all or any portion of such increase in its Commitment pursuant to paragraph (a) SECTION 11.12 either simultaneously with such increase or at any time thereafter. Effective upon the date of this Clause, such amendment each Lender whose Pro Rata Share is increasing shall advance funds in an amount necessary to increase the Company may designate another bank or other financial institution (which may be, but need not be, one or more outstanding principal amount of Loans owed to such Lender to equal its revised Pro Rata Share of all outstanding Loans and the existing Banks but which Agent shall distribute such funds so advanced to the Lenders whose Pro Rata Shares are decreasing such that the outstanding principal balance of Loans owed to each such Lender shall be a Qualifying Bank) which at equal to such Lender's revised Pro Rata Share of all Loans outstanding hereunder. On the time agrees toeffective date of such amendment the Borrower shall execute and deliver to any Lender whose Commitment is increasing, in including the case of any such person that is an existing BankAgent or its assignees, increase its Commitment and in the case of any other such person (an “Additional Bank”), become a party to this Agreement; provided, however, that any new bank or financial institution must be acceptable to the Agent, which acceptance will not be unreasonably withheld or delayed. The sum of the increases in the Total Commitments of the existing Banks pursuant to this Clause and the Commitments of the Additional Banks shall not in the aggregate exceed the unsubscribed amount of the Additional Commitment Amount. Back to Contents (c) An increase Loan Notes in the aggregate amount of the Commitments pursuant to this Clause such increase and shall become effective upon the receipt provide such certificates, legal opinions and other documents as may be required by the Agent of an agreement in form and substance satisfactory to the Agent signed by the Company, by each Additional Bank and by each other Bank whose Commitment is to be increased, setting forth the new Commitments of such Banks and setting forth the agreement of each Additional Bank to become a party to this Agreement and to be bound by all the terms and provisions hereof, together with such evidence of appropriate corporate authorisation on the part of the Company with respect to the increase in the Total Commitments and such legal opinions of the legal advisers to the Agent and the Arrangers with respect to the increase in the Commitments as the Agent may reasonably requestconnection therewith. (d) Upon the acceptance of any such agreement by the Agent, the Total Commitments shall automatically be increased by the amount of the Commitments added through such agreement and Schedule 1 shall automatically be deemed to be amended to reflect the Commitments of all Banks after giving effect to the addition of such Commitments.