Common use of Increase Clause in Contracts

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 (i) 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 (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 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 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 (1) no Default has occurred and is continuing as of the date of such increase or would result from such increase and (2) 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(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 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 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 Lenders of any increase in the amount of the Commitments pursuant to this Section 2.05(c) and of the amount of the Commitment of each Lender after giving effect thereto.

Increase. The Borrower may, PPG shall have the right from time to time, by means of a notice delivered time to the Administrative Agent, request that increase the aggregate Commitments hereunder by an aggregate amount not exceeding $750,000,000 by causing one or more Additional Commitment Lenders (which may include any existing Lender) to provide a (or, in the case of the Commitments be increased by an existing Lender, to increase its) Commitment (each such increase, an “Commitment Increase”), provided that (i) increasing no Lender shall have any obligation hereunder to become an Additional Commitment Lender and any election to do so shall be in the amount sole discretion of the each Lender (and any Lender that does not advise PPG of its election to become an Additional Commitment of one or more Lenders that Lender hereunder shall be deemed to have agreed (in their sole rejected such request) and individual discretion) to such increase (each an “Increasing Lender”) 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 Commitment Increase shall be in an aggregate amount for all Additional Commitment Lenders of at least $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 25,000,000. Each such Additional Lender pursuant to Section 8.07 (which consent shall not be unreasonably withheldCommitment Lender, conditioned or delayed), (C) the aggregate Commitments after giving effect to any such increase shall not exceed $7,000,000,000each Issuing Lender, and (D) as a condition precedent to such increase, the each Borrower shall deliver enter into an agreement in form and substance satisfactory 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 (1) no Default has occurred and is continuing as of the date of such increase or would result from such increase and (2) 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(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 BorrowerPPG, the Administrative Agent and the Increasing Lenders and/or each Issuing Lender pursuant to which each Additional LendersCommitment Lender shall, 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 Agenteffective date of such Commitment Increase (which shall be a Business Day and, to effect the provisions of this Section 2.05(c). On the Increase Effective Date, (x) each Lender shall 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 respective Commitments of each Lender after giving effect to such increase (for each Lender, its “Revised Percentage”) and (y) unless 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 Lenders 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 of specified therein and (if not an existing Lender) become a Lender hereunder. Notwithstanding the Commitments foregoing, no Commitment Increase pursuant to this Section 2.05(c) and of the amount of the Commitment of each Lender after giving effect thereto.shall be effective unless:

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 (ia) 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 (iib) 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 (Ai) any such increase shall be in an aggregate amount of $50,000,000 or a higher integral multiple of $5,000,000, (Bii) 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 to such Additional Lender pursuant to Section 8.07 (which consent shall not be unreasonably withheld, conditioned or delayed), (Civ) the aggregate Commitments after giving effect to any such increase shall not exceed $7,000,000,0004,000,000,000, and (Dv) 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 (1x) no Default has occurred and is continuing as of the date of such increase or would result from such increase and (2y) 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(c2.05(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(c2.05(d). On the Increase Effective Date, (xA) 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 the respective Commitments of each Lender after giving effect to such increase (for each Lender, its “Revised Percentage”) and (yB) 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 Lenders of any increase in the amount of the Commitments pursuant to this Section 2.05(c2.05(d) and of the amount of the Commitment of each Lender after giving effect thereto.

Increase. The Borrower may, Whirlpool may request at any time and from time to timetime that the Aggregate Commitment be increased to a maximum amount of not more than $2,000,000,000; provided that (i) 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, by means (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 a notice $5,000,000 above such amount, (iv) Whirlpool shall have delivered to the Administrative Agent, request that the aggregate amount Agent certified resolutions of the Commitments be increased by (i) increasing the amount Board of the Commitment Directors of one or more Lenders that have agreed (in their sole and individual discretion) to such increase (each an “Increasing Lender”) 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 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 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 (1) no Default has occurred and is continuing as of the date of such increase or would result from Whirlpool authorizing such increase and borrowings in connection therewith and (2v) each all of the representations and warranties set forth in Section 4.01 are Article 6 (except for those contained in Sections 6.04, 6.05 and 6.07) shall be 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 request and as of the effective date of such earlier date; providedincrease. Any Lender may refuse to participate in any proposed increase in the Aggregate Commitment, that for purposes of this Section 2.05(c), and failure to respond to any request to participate in an increase in the representations and warranties contained in Section 4.01(e) Aggregate Commitments shall be deemed to refer constitute a refusal to so participate. In the most recent statements furnished pursuant to Section 5.01(i)(i) and 5.01(i)(ii). Any event of such a requested increase in Commitments the Commitment, Whirlpool 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 consult with the Administrative Agent, each Issuing Bank and each Fronting Bank as to effect the provisions of this Section 2.05(c). On the Increase Effective Datenumber, (x) each Lender shall advance funds required (if any) to cause all outstanding Advances identity and unused Commitments to be held on a pro rata basis in accordance with the respective requested Commitments of each Lender after giving effect to such increase (for each Lender, its “Revised Percentage”) increasing Lenders and (y) additional financial institutions that the Administrative Agent shall use any funds may invite to participate in the aggregate Commitment. The Administrative Agent will not unreasonably refuse to so received to repay the Advances of each Lender invite a commercial bank organized, identified and requested by Whirlpool, that has capital and surplus reasonably satisfactory to the extent required so Administrative Agent, each Issuing Bank and each Fronting Bank in light of the Commitment which such commercial bank would assume hereunder; provided that each such 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 assuming commercial bank shall, upon becoming a party to Section 8.04(c) resulting from such repayments)this Agreement, become an increasing Lender. The Administrative Agent shall promptly notify the Borrower Whirlpool and the Lenders of any increase in the amount of the Commitments Aggregate Commitment pursuant to this Section 2.05(c) and of the amount of the respective adjusted Commitment and Ratable Share of each Lender after giving effect thereto. Each Borrower acknowledges that, in order to maintain Advances in accordance with the Ratable Share of each Lender, a non-pro-rata increase in the aggregate Commitment may require prepayment or funding of all or portions of certain Loans on the date of such increase (and any such prepayment or funding shall be subject to the other provisions of this Credit Agreement).

Increase. The Borrower may, PPG shall have the right from time to time, by means of a notice delivered time to the Administrative Agent, request that increase the aggregate Commitments hereunder by an aggregate amount not exceeding $300,000,000 by causing one or more Additional Commitment Lenders (which may include any existing Lender) to provide a (or, in the case of the Commitments be increased by an existing Lender, to increase its) Commitment (each such increase, an “Commitment Increase”), provided that (i) increasing PPG shall first offer the amount of existing Lenders the opportunity to provide such Commitment of one or more Lenders that have agreed (in their sole and individual discretion) Increase before offering the same to such increase (each an “Increasing any new Lender”) and/or , (ii) adding one or more Eligible Assignees as parties hereto 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 (iii) each an “Additional Lender”) with Commitments in amounts agreed to by such Additional Lenders; provided that (A) any such increase Commitment Increase shall be in an aggregate amount for all Additional Commitment Lenders of at least $50,000,000 or a higher integral multiple of $5,000,000, (B) no 10,000,000. Each such Additional Commitment Lender shall be added as a party hereto without the written consent of enter into an agreement in form and substance satisfactory to PPG and the Administrative Agent pursuant to the extent such consent would be required for an assignment to which such Additional Commitment Lender pursuant to Section 8.07 shall, as of the effective date of such Commitment Increase (which consent shall not be unreasonably withhelda Business Day and, 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 condition precedent to such increase, the Borrower shall deliver to unless the Administrative Agent otherwise agrees, a certificate dated as day on which no issuance, amendment, renewal or extension of the Increase Effective Date any Letter of Credit is scheduled to occur), provide a Commitment (as defined below) signed by a Responsible Officer of the Borrower certifying that before and after giving effect to such increase (1) no Default has occurred and is continuing as of the date of such increase or would result from such increase and (2) 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 termsor, 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 if any such representation or warranty Additional Commitment Lender 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 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 respective Commitments of each Lender after giving effect to such increase (for each existing Lender, increase its “Revised Percentage”Commitment) 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 Lenders of any increase in the amount of specified therein and (if not an existing Lender) become a Lender hereunder. Notwithstanding the Commitments foregoing, no Commitment Increase pursuant to this Section 2.05(c) and of the amount of the Commitment of each Lender after giving effect thereto.shall be effective unless:

Increase. The Borrower may, may request at any time and from time to time, by means of a notice delivered to the Administrative Agent, request time that the aggregate amount of the Commitments Revolving Loan Commitment be increased by (i) increasing the up to a maximum 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 (ii) adding one or more Eligible Assignees as parties hereto (each an “Additional Lender”) with Commitments in amounts agreed to by such Additional Lenders$250,000,000; provided that (Ai) 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 such time after the Revolving Loan Commitment has been terminated, (iii) each partial increase shall be made in an aggregate amount at least equal to $10,000,000 and in integral multiples of $50,000,000 or a higher integral multiple of $5,000,0005,000,000 above such amount, (Biv) 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 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 condition precedent to such increase, the Borrower shall deliver have delivered to the Administrative Agent a certificate dated as certified resolutions of the Increase Effective Date (as defined below) signed by a Responsible Officer Board of Directors of the Borrower certifying that before and after giving effect to such increase (1) no Default has occurred and is continuing as of the date of such increase or would result from authorizing such increase and borrowings in connection therewith and (2v) each all of the representations and warranties set forth in Section 4.01 are 6 (except for those contained in Sections 6.7 and 6.10) shall be 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 request and as of the effective date of such increase. In the event of such a requested increase in the Revolving Loan Commitment, except (i) each of the Lenders shall be given the opportunity to participate in the increased Revolving Loan Commitment (x) initially to the extent any of such representation or warranty is stated to relate solely to an earlier dateLender’s existing Commitment Percentage, in which case such representation or warranty shall have been true and correct in all material respects (except y) 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 that the requested increase of such earlier date; provided, that for purposes of this Section 2.05(cthe Revolving Loan Commitment is not fulfilled pursuant to the preceding clause (x), ratably in the representations and warranties contained proportion that the respective Commitment Percentages of the Lenders desiring to participate in Section 4.01(e) shall be deemed to refer the requested increase bear to the most recent statements furnished total of the Commitment Percentages of the increasing Lenders, and (z) to the extent that the requested increase in Revolving Loan Commitment is not fulfilled pursuant to Section 5.01(i)(iclauses (x) and 5.01(i)(ii(y), Lenders may participate regardless of their Commitment Percentages, 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 additional financial institutions that the Agent may invite to participate in the aggregate Revolving Loan Commitment. Any such increase in Commitments shall be effected pursuant The Agent will not unreasonably refuse to one so invite a commercial bank organized under the laws of the United States or more Lender Joinder Agreements executed of any State thereof, identified and delivered requested by the Borrower, that has capital and surplus reasonably satisfactory to the Administrative Agent and in light of the Increasing Lenders and/or Additional Lenders, as applicable (the date on Revolving Loan Commitment which such Lender Joinder Agreement(s) are delivered, the “Increase Effective Date”)commercial bank would assume hereunder. 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 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 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 Lenders of any increase in the amount of the Commitments aggregate Revolving Loan Commitment pursuant to this Section 2.05(c) and of the amount of the respective adjusted Revolving Loan Commitment and Commitment Percentage of each Lender after giving effect thereto. The Borrower acknowledges that, in order to maintain Loans in accordance with the Commitment Percentage of each Lender, a non-pro-rata increase in the aggregate Revolving Loan Commitment may require prepayment or funding of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or funding shall be subject to the other provisions of this Credit Agreement).

Increase. The Borrower may, may request at any time and from time to time, by means of a notice delivered to the Administrative Agent, request time that the aggregate amount of the Commitments Revolving Loan Commitment be increased by (i) increasing the up to a maximum 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 (ii) adding one or more Eligible Assignees as parties hereto (each an “Additional Lender”) with Commitments in amounts agreed to by such Additional Lenders$665,000,000; provided that (Ai) 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 such time after the Revolving Loan Commitment has been terminated, (iii) each partial increase shall be made in an aggregate amount at least equal to $10,000,000 and in integral multiples of $50,000,000 or a higher integral multiple of $5,000,0005,000,000 above such amount, (Biv) 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 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 condition precedent to such increase, the Borrower shall deliver have delivered to the Administrative Agent a certificate dated as certified resolutions of the Increase Effective Date (as defined below) signed by a Responsible Officer Board of Directors of the Borrower certifying that before and after giving effect to such increase (1) no Default has occurred and is continuing as of the date of such increase or would result from authorizing such increase and borrowings in connection therewith and (2v) each all of the representations and warranties set forth in Section 4.01 are 6 (except for those contained in Sections 6.7 and 6.10) shall be 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 request and as of the effective date of such increase. In the event of such a requested increase in the Revolving Loan Commitment, except (i) each of the Lenders shall be given not less than five Business Days to participate (in their sole discretion) in the increased Revolving Loan Commitment (x) initially to the extent any of such representation or warranty is stated to relate solely to an earlier dateLender’s existing Commitment Percentage, in which case such representation or warranty shall have been true and correct in all material respects (except y) to the extent such representations that the requested increase of the Revolving Loan Commitment is not fulfilled pursuant to the preceding clause (x), ratably in the proportion that the respective Commitment Percentages of the Lenders desiring to participate in the requested increase bear to the total of the Commitment Percentages of the increasing Lenders, and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms(z) to the extent that the requested increase in Revolving Loan Commitment is not fulfilled pursuant to clauses (x) and (y), Lenders may participate regardless of their Commitment Percentages, subject, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date; providedeach case, 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 consent of the Swing Line Lender and each L/C Issuer (subject to Section 5.01(i)(i2.9(c) hereof) and 5.01(i)(ii)(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 in accordance with clause (i) above, then the Borrower shall consult with the Agent as to the number, identity and requested Revolving Loan Commitments of additional financial institutions approved by the Swing Line Lender and each L/C Issuer (subject to Section 2.9(c) hereof) that the Agent may invite to participate in the aggregate Revolving Loan Commitment. Any such increase in Commitments shall be effected pursuant The Agent will not unreasonably refuse to one so invite a commercial bank organized under the laws of the United States or more Lender Joinder Agreements executed of any State thereof, identified and delivered requested by the Borrower, that has capital and surplus reasonably satisfactory to the Administrative Agent and in light of the Increasing Lenders and/or Additional Lenders, as applicable (the date on Revolving Loan Commitment which such Lender Joinder Agreement(s) are delivered, the “Increase Effective Date”)commercial bank would assume hereunder. 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 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 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 Lenders of any increase in the amount of the Commitments aggregate Revolving Loan Commitment pursuant to this Section 2.05(c) and of the amount of the respective adjusted Revolving Loan Commitment and Commitment Percentage of each Lender after giving effect thereto. The Borrower acknowledges that, in order to maintain Loans in accordance with the Commitment Percentage of each Lender, a non-pro-rata increase in the aggregate Revolving Loan Commitment may require prepayment or funding of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement).

Increase. The Borrower may, from time to time, by means of a notice delivered Subject to the Administrative Agent, request that the aggregate amount satisfaction of the Commitments be increased by (i) increasing the amount of the Commitment of one or more Lenders that have agreed (conditions precedent set forth in their sole and individual discretion) to such increase (each an “Increasing Lender”) 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 unreasonably withheld, conditioned or delayed), (C) the aggregate Commitments after giving effect to any such increase shall not exceed $7,000,000,0005 below, and (D) 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 (1) no Default has occurred and is continuing as of the date of such increase or would result from such increase and (2) each of in reliance on the representations and warranties set forth in Section 4.01 are true and correct in all material respects (except 6 below, each Increasing Lender party hereto hereby agrees 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 provide new Revolving Commitments pursuant to Section 5.01(i)(i) and 5.01(i)(ii). Any 2.09 of the Credit Agreement in an amount equal to $60,000,000, such increase in that after giving effect to such Incremental Revolving Commitments, the Revolving Commitments of each Lender shall be effected pursuant as set forth beside such Xxxxxx's name under the Commitment Schedule attached hereto. The Incremental Revolving Commitments and any amounts borrowed in respect of the Incremental Revolving Commitments ("Incremental Revolving Loans") shall constitute Revolving Commitments and Revolving Loans under the Credit Agreement, respectively, shall be entitled to one or more Lender Joinder Agreements executed and delivered all the benefits afforded 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 Credit Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. The Borrowers shall take any actions reasonably required by the Administrative Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents as may continue to be necessary perfected under the UCC or appropriate otherwise after giving effect to the Incremental Revolving Commitments, Incremental Revolving Loans and the corresponding increase in the opinion Aggregate Revolving Commitment set forth herein. The interest margins for the Incremental Revolving Loans shall be the same interest margins for the Revolving Loans under the Credit Agreement. The outstanding unpaid principal balance and all accrued and unpaid interest on the Incremental Revolving Loans shall be due and payable on the earlier of (a) the Maturity Date, and (b) the date of the Administrative Agent, to effect acceleration of the provisions of this Section 2.05(c). On the Increase Effective Date, (x) each Lender shall advance funds required (if any) to cause all outstanding Advances and unused Commitments to be held on a pro rata basis Revolving Loans in accordance with the respective terms of the Credit Agreement. Further the Revolving Incremental Commitments of each Lender after giving effect to such increase (provided in connection with this Amendment shall reduce dollar 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 Lenders of any increase in dollar the amount of the additional available Revolving Commitments pursuant to this under Section 2.05(c2.09(e) and of the amount of the Commitment of each Lender after giving effect theretoCredit Agreement.

Increase. (i) The Borrower Company may, from at any time to timebut in any event not more than twice during any calendar year, by means of make a notice delivered written request (an “Increase Request”) to the Administrative AgentAgent (who shall forward a copy to each Lender) that the Commitments be increased, request in the amount of $10,000,000 or an integral multiple thereof, provided that after giving effect to any such increase, the aggregate amount of the Commitments be increased by (i) 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 (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 unreasonably withheld, conditioned or delayed), (C) the aggregate Commitments after giving effect to any such increase shall not exceed $7,000,000,000, 2,000,000,000 and (D) as the Foreign Currency Sublimit shall not exceed $500,000,000. Such Increase Request shall include a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent certification by a certificate dated as senior officer of the Increase Effective Date Company that (as defined below) signed by a Responsible Officer of the Borrower certifying that before and after giving effect to such increase (1x) no Default or Event of Default has occurred and is continuing on and as of the date of such increase or would result from such increase Increase Request and (2y) 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(c), the representations and warranties contained in Section 4.01(e) shall be deemed 4.01 are correct in all material respects on and as of the Increase Date (as defined below), before and immediately after giving effect to refer to the most recent statements furnished pursuant to Section 5.01(i)(i) such increase, as though made on and 5.01(i)(ii)as of such Increase Date. 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, effective as applicable of a date (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 specified in the opinion related Increase Request that is (i) prior to the latest Extended Termination Date and (ii) at least 10 days after the date of such Increase Request. Each Increase Request shall specify the Administrative Agent, date by which Lenders who wish to effect the provisions of this Section 2.05(c). On the Increase Effective Date, (x) each Lender shall advance funds required (if any) to cause all outstanding Advances and unused increase their Commitments to be held on a pro rata basis in accordance with the respective Commitments of each Lender after giving effect must consent to such increase (for the “Commitment Date”), which date shall be no later than five Business Days prior to the related Increase Date. Each Lender that is willing to increase its Commitment (each an “Increasing Lender”), its “Revised Percentage”) and (y) shall notify the Administrative Agent shall use any funds so received to repay the Advances of each Lender on or prior to the extent required so that such Commitment Date of the amount by which it is willing to increase its Commitment, which amount shall not exceed the respective amount specified in the relevant Increase Request. No Lender has its Revised Percentage of all outstanding Advances (it being understood that the Borrower shall be responsible for any break funding payments owing pursuant obligated to Section 8.04(c) resulting from such repayments). The Administrative Agent shall promptly notify the Borrower and the Lenders of any increase in the amount of the Commitments its Commitment pursuant to this Section 2.05(c) and of the amount of the Commitment of each Lender after giving effect thereto.FIVE YEAR CREDIT AGREEMENT

Increase. The Borrower may, Whirlpool may request at any time and from time to timetime that the Aggregate Commitment be increased to a maximum amount of not more than $4,000,000,000; provided that (i) 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, by means (ii) no increase in the Aggregate Commitment shall be made at any time after the Aggregate Commitment has been terminated in accordance with Section 2.03(c)(i), (iii) each partial increase shall be made in an aggregate amount at least equal to $10,000,000 and in integral multiples of a notice $5,000,000 above such amount, (iv) to the extent that resolutions of Whirlpool previously delivered hereunder shall not have authorized such increase and borrowings, Whirlpool shall have delivered to the Administrative Agent, request that the aggregate amount Agent certified resolutions of the Commitments be increased by Board of Directors of Whirlpool authorizing such increase and borrowings in connection therewith and (iv) increasing the amount all of the Commitment representations and warranties set forth in Article 6 (except for (x) those contained in Sections 6.04, 6.05 and 6.07 and (y) those contained in Sections 6.06 and 6.12 solely as such representations and warranties relate to any Subsidiary acquired in connection with a Material Acquisition (including any Subsidiary of one or more Lenders that have agreed (in their sole and individual discretionthe target of such Material Acquisition) consummated within 30 days prior to the effective date of such increase (each an “Increasing Lender”increase) 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 true and correct in all material respects as of the date of such request and as of the effective date of such increase. Any Lender may refuse to participate in any proposed increase in the Aggregate Commitment, and failure to respond to any request to participate in an aggregate amount of $50,000,000 or a higher integral multiple of $5,000,000, (B) no Additional Lender increase in the Aggregate Commitments shall be added as deemed to constitute a party hereto without refusal to so participate. In the written consent event of such a requested increase in the Commitment, Whirlpool shall consult with the Administrative Agent as to the extent number, identity and requested Commitments of increasing Lenders and additional financial institutions that the Administrative Agent may invite to participate in the aggregate Commitment, and the identity of such consent would Lenders and allocations among such Lenders shall be required for an assignment as determined by Whirlpool in consultation with the Administrative Agent and the Issuing Lenders. The Administrative Agent will not unreasonably refuse to such Additional so invite a commercial bank organized, identified and requested by Whirlpool and approved by the Administrative Agent and each Issuing Lender pursuant to Section 8.07 (which consent approvals shall not be unreasonably withheld, conditioned or delayed); provided that each such assuming commercial bank shall, (C) the aggregate Commitments after giving effect to any such increase shall not exceed $7,000,000,000, and (D) as upon becoming 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 (1) no Default has occurred and is continuing as of the date of such increase or would result from such increase and (2) 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(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 party to this Agreement and the other Loan Documents as may be necessary or appropriate in the opinion of the Administrative AgentCredit Agreement, to effect the provisions of this Section 2.05(c). On the Increase Effective Date, (x) each Lender shall 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 respective Commitments of each Lender after giving effect to such increase (for each become an increasing 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 Whirlpool and the Lenders of any increase in the amount of the Commitments Aggregate Commitment pursuant to this Section 2.05(c) and of the amount of the respective adjusted Commitment and Ratable Share of each Lender after giving effect thereto. Each Borrower acknowledges that, in order to maintain Advances in accordance with the Ratable Share of each Lender, a non-pro-rata increase in the aggregate Commitment may require prepayment or funding of all or portions of certain Loans on the date of such increase (and any such prepayment or funding shall be subject to the other provisions of this Credit Agreement).

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 (ia) 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 (iib) 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 (Ai) any such increase shall be in an aggregate amount of $50,000,000 or a higher integral multiple of $5,000,000, (Bii) 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 to such Additional Lender pursuant to Section 8.07 (which consent shall not be unreasonably withheld, conditioned or delayed), (Civ) the aggregate Commitments after giving effect to any such increase shall not exceed $7,000,000,0005,000,000,000, and (Dv) 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 (1x) no Default has occurred and is continuing as of the date of such increase or would result from such increase and (2y) 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(c2.05(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(c2.05(d). On the Increase Effective Date, (xA) 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 the respective Commitments of each Lender after giving effect to such increase (for each Lender, its “Revised Percentage”) and (yB) 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 Lenders of any increase in the amount of the Commitments pursuant to this Section 2.05(c2.05(d) and of the amount of the Commitment of each Lender after giving effect thereto.

Increase. (i) The Borrower Company may, from at any time to timebut in any event not more than twice during any calendar year, by means of make a notice delivered written request (an "Increase Request") to the Administrative AgentAgent (who shall forward a copy to each Lender) that the Commitments be increased, request in the amount of $10,000,000 or an integral multiple thereof, provided that after giving effect to any such increase, the aggregate amount of the Commitments be increased by (i) 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 (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 unreasonably withheld, conditioned or delayed), (C) the aggregate Commitments after giving effect to any such increase shall not exceed $7,000,000,000, 1,050,000,000 and (D) as the Foreign Currency Sublimit shall not exceed $350,000,000. Such Increase Request shall include a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent certification by a certificate dated as senior officer of the Increase Effective Date Company that (as defined below) signed by a Responsible Officer of the Borrower certifying that before and after giving effect to such increase (1x) no Default has occurred and is continuing on and as of the date of such increase or would result from such increase Increase Request and (2y) 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(c), the representations and warranties contained in Section 4.01(e) shall be deemed 4.01 are correct in all material respects on and as of the Increase Date (as defined below), before and immediately after giving effect to refer to the most recent statements furnished pursuant to Section 5.01(i)(i) such increase, as though made on and 5.01(i)(ii)as of such Increase Date. Any such increase in Commitments shall be effected pursuant effective as of a date (the "Increase Date") specified in the related Increase Request that is (i) prior to one or more the Termination Date and (ii) at least 10 days after the date of such Increase Request. Each Increase Request shall specify the date by which Lenders who wish to increase their Commitments must consent to such increase (the "Commitment Date"), which date shall be no later than five Business Days prior to the related Increase Date. Each Lender Joinder Agreements executed and delivered by the Borrowerthat is willing to increase its Commitment (each an "Increasing Lender"), shall notify the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment, which amount shall not exceed the respective amount specified in the relevant Increase Request. No Lender shall be obligated to increase its Commitment pursuant to this Section 2.01(c) and any such increase shall be in the Increasing sole discretion of each Lender. If the Lenders and/or Additional Lenders, as applicable (notify the date on which such Lender Joinder Agreement(s) Administrative Agent that they are deliveredwilling to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested increase, the “Increase Effective Date”). The Lender Joinder Agreement(s) may, without requested increase shall be allocated among the consent of any other Lenders, effect such amendments Lenders willing 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 advance funds required (if any) to cause all outstanding Advances and unused Commitments to be held on a pro rata basis participate therein ratably in accordance with the amount by which they offered to increase their 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 Lenders of any increase in the amount of the Commitments pursuant to this Section 2.05(c) and of the amount of on the Commitment of each Lender after giving effect theretoDate.

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 (i) 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 (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 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 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 (1) no Default has occurred and is continuing as of the date of such increase or would result from such increase and (2) 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(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 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 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 Lenders of any increase in the amount of the Commitments pursuant to this Section 2.05(c) and of the amount of the Commitment of each Lender after giving effect thereto.

Increase. The Borrower may, from time to time, by means of a notice delivered to i. Upon the Administrative Agent, request that Eighth Amendment Effective Date (defined below) (i) the Term Loan Increase in the aggregate amount of $51,250,000 shall be provided by the Commitments applicable Increasing Lenders in the amounts set forth on Annex I to this Amendment, (ii) the Term Loan Increase will be increased advanced by such applicable Increasing Lenders on the Eighth Amendment Effective Date, (iii) the Term Loan A Commitments, Term Loan A amounts and Term Loan A Commitment Percentage of each Lender holding any portion of the Term Loan A (after giving effect to the Term Loan Increase) will be updated on the Eight Amendment Effective Date by the Administrative Agent to reflect the Term Loan Increase, (iv) the quarterly amortization amounts of the Term Loan A pursuant to Section 2.6(c) of the Existing Credit Agreement (commencing with the first payment due after the Eighth Amendment Effective Date) shall be adjusted and amended by the Administrative Agent to give effect to the Term Loan Increase and this Amendment and shall be in amounts set forth on Annex II to this Amendment, and (v) the Existing Credit Agreement will be deemed amended to effectuate the foregoing clauses (i) increasing the amount through (iv) in accordance with Sections 2.1(d) and 2.1(e) of the Commitment Existing Credit Agreement. In connection with the Term Loan Increase, the Administrative Agent may make such adjustments between and among the applicable Lenders and the Borrower as are reasonably necessary to effectuate the Term Loan Increase (including reallocations of one or more the Term Loan A outstandings of the applicable Lenders that have agreed among Interest Periods), and in connection therewith, the Borrower shall pay any additional amounts required pursuant to Section 3.1(c) of the Credit Agreement (including as if any reallocations constituted prepayments and reborrowings). ii. Upon the Eighth Amendment Effective Date (i) the Revolver Increase in their sole and individual discretion) to such increase (each an “Increasing Lender”) 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 the aggregate amount of $50,000,000 or a higher integral multiple of $5,000,000shall be provided by the applicable Increasing Lenders in the amounts set forth on Annex I to this Amendment, (Bii) no Additional the Revolving Commitments of each Lender shall holding any Revolving Commitment (after giving effect to the Revolver Increase) will be added as a party hereto without updated on the written consent of Eight Amendment Effective Date by the Administrative Agent to reflect the extent Revolver Increase and (iii) the Existing Credit Agreement will be deemed amended to effectuate the foregoing clauses (i) and (ii) in accordance with Sections 2.1(d) and 2.1(e) of the Existing Credit Agreement. iii. In connection with the Revolver Increase, the Administrative Agent may make such consent would adjustments between and among the applicable Lenders and the Borrower as are reasonably necessary to effectuate the Revolver Increase and the outstanding Revolving Loans (including deemed assignments and/or deemed repayments and reborrowings of Revolving Loans) so that after giving effect thereto the Revolving Loans and other outstandings under the revolving credit facility shall be held pro rata among the applicable Lenders in accordance with their revised Revolving Commitments and revised Revolving Commitment Percentages, and in connection therewith, the Borrower shall pay any additional amounts required for an assignment to such Additional Lender pursuant to Section 8.07 3.1(c) of the Credit Agreement (which consent shall not be unreasonably withheld, conditioned or delayedincluding as if any reallocations constituted prepayments and reborrowings), (C) . Each of the aggregate applicable Lenders with Revolving Commitments after giving effect to the Revolver Increase and any such increase reallocations of outstanding Revolving Loans shall not exceed $7,000,000,000make cash settlement, and (D) 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 (1) no Default has occurred and is continuing as of the date of such increase or would result from such increase and (2) 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(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 through the Administrative Agent, to effect the provisions of this Section 2.05(c). On the Increase Effective Date, (x) each Lender shall 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 respective Commitments of each Lender after giving effect to such increase (for each Lender, its “Revised Percentage”) and (y) as the Administrative Agent shall use any funds so received may direct to repay the Advances of each Lender to the extent required so that effectuate 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)reallocations. The Administrative Agent shall promptly notify the Borrower and the Lenders of any increase in the amount of the Commitments pursuant to this Section 2.05(c) and of the amount of the Commitment of each Lender after giving effect thereto.2 100896230_3

Increase. (i) The Borrower Company may, from at any time to timebut in any event not more than once during any calendar year, by means of make a notice delivered written request (an “Increase Request”) to the Administrative AgentAgent (who shall forward a copy to each Lender) that the Commitments be increased, request in the amount of $10,000,000 or an integral multiple thereof, provided that after giving effect to any such increase, the aggregate amount of the Commitments be increased by (i) 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 (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 unreasonably withheld, conditioned or delayed), (C) the aggregate Commitments after giving effect to any such increase shall not exceed $7,000,000,000, 750,000,000 and (D) as the Foreign Currency Sublimit shall not exceed $350,000,000. Such Increase Request shall include a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent certification by a certificate dated as senior officer of the Increase Effective Date Company that (as defined below) signed by a Responsible Officer of the Borrower certifying that before and after giving effect to such increase (1x) no Default has occurred and is continuing on and as of the date of such increase or would result from such increase Increase Request and (2y) 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(c), the representations and warranties contained in Section 4.01(e) shall be deemed 4.01 are correct in all material respects on and as of the Increase Date (as defined below), before and immediately after giving effect to refer to the most recent statements furnished pursuant to Section 5.01(i)(i) such increase, as though made on and 5.01(i)(ii)as of such Increase Date. Any such increase in Commitments shall be effected pursuant effective as of a date (the “Increase Date”) specified in the related Increase Request that is (i) prior to one or more the Termination Date and (ii) at least 10 days after the date of such Increase Request. Each Increase Request shall specify the date by which Lenders who wish to increase their Commitments must consent to such increase (the “Commitment Date”), which date shall be no later than five Business Days prior to the related Increase Date. Each Lender Joinder Agreements executed and delivered by the Borrowerthat is willing to increase its Commitment (each an “Increasing Lender”), shall notify the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment, which amount shall not exceed the respective amount specified in the relevant Increase Request. No Lender shall be obligated to increase its Commitment pursuant to this Section 2.01(c) and any such increase shall be in the Increasing sole discretion of each Lender. If the Lenders and/or Additional Lenders, as applicable (notify the date on which such Lender Joinder Agreement(s) Administrative Agent that they are deliveredwilling to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested increase, the “Increase Effective Date”). The Lender Joinder Agreement(s) may, without requested increase shall be allocated among the consent of any other Lenders, effect such amendments Lenders willing 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 advance funds required (if any) to cause all outstanding Advances and unused Commitments to be held on a pro rata basis participate therein ratably in accordance with the amount by which they offered to increase their 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 Lenders of any increase in the amount of the Commitments pursuant to this Section 2.05(c) and of the amount of on the Commitment of each Lender after giving effect theretoDate.

Increase. (i) The Borrower may, from at any time to timebut in any event not more than once during any calendar year, by means of make a notice delivered written request (an "Increase Request") to the Administrative AgentAgent (who shall forward a copy to each Lender) that the Commitments be increased, request in the amount of $10,000,000 or an integral multiple thereof, provided that after giving effect to any such increase, the aggregate amount of the Commitments be increased by (i) 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 (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 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 600,000,000. Such Increase Request shall include 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 certification by a Responsible Officer senior officer of the Borrower certifying that before and after giving effect to such increase (1x) no Default has occurred and is continuing on and as of the date of such increase or would result from such increase Increase Request and (2y) 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(c), the representations and warranties contained in Section 4.01(e) shall be deemed 4.01 are correct in all material respects on and as of the Increase Date (as defined below), before and immediately after giving effect to refer to the most recent statements furnished pursuant to Section 5.01(i)(i) such increase, as though made on and 5.01(i)(ii)as of CREDIT AGREEMENT such Increase Date. Any such increase in Commitments shall be effected pursuant effective as of a date (the "Increase Date") specified in the related Increase Request that is (i) prior to one or more the Termination Date and (ii) at least 10 days after the date of such Increase Request. Each Increase Request shall specify the date by which Lenders who wish to increase their Commitments must consent to such increase (the "Commitment Date"), which date shall be no later than five Business Days prior to the related Increase Date. Each Lender Joinder Agreements executed and delivered by the Borrowerthat is willing to increase its Commitment (each an "Increasing Lender"), shall notify the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment, which amount shall not exceed the respective amount specified in the relevant Increase Request. No Lender shall be obligated to increase its Commitment pursuant to this Section 2.01(c) and any such increase shall be in the Increasing sole discretion of each Lender. If the Lenders and/or Additional Lenders, as applicable (notify the date on which such Lender Joinder Agreement(s) Administrative Agent that they are deliveredwilling to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested increase, the “Increase Effective Date”). The Lender Joinder Agreement(s) may, without requested increase shall be allocated among the consent of any other Lenders, effect such amendments Lenders willing 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 advance funds required (if any) to cause all outstanding Advances and unused Commitments to be held on a pro rata basis participate therein ratably in accordance with the amount by which they offered to increase their 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 Lenders of any increase in the amount of the Commitments pursuant to this Section 2.05(c) and of the amount of on the Commitment of each Lender after giving effect theretoDate.

Increase. The Borrower may, Whirlpool may request at any time and from time to timetime that the Aggregate Commitment be increased up to a maximum amount of $200,000,000; provided that (i) 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, by means (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 a notice $5,000,000 above such amount, (iv) Whirlpool shall have delivered to the Administrative Agent, request that the aggregate amount Agent certified resolutions of the Commitments be increased by (i) increasing the amount Board of the Commitment Directors of one or more Lenders that have agreed (in their sole and individual discretion) to such increase (each an “Increasing Lender”) 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 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 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 (1) no Default has occurred and is continuing as of the date of such increase or would result from Whirlpool authorizing such increase and borrowings in connection therewith and (2v) each all of the representations and warranties set forth in Section 4.01 are Article 6 (except for those contained in Sections 6.04, 6.05 and 6.07) shall be 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 request and as of the effective date of such earlier date; providedincrease. Any Lender may refuse to participate in any proposed increase in the Aggregate Commitment, that for purposes of this Section 2.05(c), and failure to respond to any request to participate in an increase in the representations and warranties contained in Section 4.01(e) Aggregate Commitments shall be deemed to refer constitute a refusal to so participate. In the most recent statements furnished pursuant to Section 5.01(i)(i) and 5.01(i)(ii). Any event of such a requested increase in Commitments the Commitment, Whirlpool shall be effected pursuant to one or more Lender Joinder Agreements executed and delivered by the Borrower, consult with the Administrative Agent as to the number, identity 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 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 respective requested Commitments of each Lender after giving effect to such increase (for each Lender, its “Revised Percentage”) Extending Lenders and (y) additional financial institutions that the Administrative Agent shall use any funds may invite to participate in the aggregate Commitment. The Administrative Agent will not unreasonably refuse to so received to repay the Advances of each Lender invite a commercial bank organized, identified and requested by Whirlpool, that has capital and surplus reasonably satisfactory to the extent required so Administrative Agent in light of the Commitment which such commercial bank would assume hereunder; provided that each 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 assuming commercial bank shall, upon becoming a party to Section 8.04(c) resulting from such repayments)this Agreement, become an Extending Lender. The Administrative Agent shall promptly notify the Borrower Whirlpool and the Lenders of any increase in the amount of the Commitments Aggregate Commitment pursuant to this Section 2.05(c) and of the amount of the respective adjusted Commitment and Ratable Share of each Lender after giving effect thereto. Each Borrower acknowledges that, in order to maintain Advances in accordance with the Ratable Share of each Lender, a non-pro-rata increase in the aggregate Commitment may require prepayment or funding of all or portions of certain Loans on the date of such increase (and any such prepayment or funding shall be subject to the other provisions of this Credit Agreement).

Increase. The Borrower mayFor the avoidance of doubt, from time to time, by means of a notice delivered to the Administrative Agent, request it is understood and agreed that in no event shall the aggregate amount of the Commitments Increase to the Term Loan Amount exceed $15,000,000. (b) Each of the following shall be increased by conditions precedent to Increase of the Term Loan Amount and the making of the additional portion of the Term Loan (the “Additional Portion of the Term Loan”) in connection therewith: (i) increasing Agent or Borrowers have obtained the amount of the Commitment commitment of one or more Lenders that (or other prospective lenders who are reasonably satisfactory to Agent and Administrative Borrower) satisfactory to Agent and Administrative Borrower to provide the Increase and any such Lenders (or such prospective lenders) and the other Lenders party hereto, Borrowers, and Agent have agreed signed an amendment to this Agreement (in their sole and individual discretion) to such increase (each an “Increasing LenderIncrease Amendment”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders) and/or and the other Lenders party hereto, Borrowers, and Agent are party, which shall include (A) joining Nautilus Dutch to this Agreement as a “Borrower” in accordance with clause (vi) below and (B) amending the borrowing base provisions herein to include a borrowing base comprised of certain eligible assets of Nautilus Dutch acceptable to the Agent and similar to the concept of the Canadian Borrowing Base (but on terms and conditions (including eligibility requirements) acceptable to the Agent), including advance rates, (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 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 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 (1) no Default has occurred and is continuing as of the date of such increase or would result from such increase and (2) each of the representations and warranties set forth of each Loan Party or its Subsidiaries (including, without limitation, Nautilus Dutch) contained in Section 4.01 are this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the Increase Date, as though made on and as of such Increase Date (except to the extent that such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar termsrelate solely to an earlier date, 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 that such materiality qualifier shall not be applicable to the extent such any representations and warranties that already are qualified with “materiality” or “Material Adverse Effect” or similar terms, modified by materiality in which case such representations and warranties shall be true and correct in all respectsthe text thereof) on and as of such earlier date; provided, that for purposes of this Section 2.05(c), (iii) in connection with the representations and warranties contained in Section 4.01(e) Increase, if any Loan Party or any of its Subsidiaries owns or will acquire any Margin Stock, Borrowers shall be deemed deliver to refer to the most recent statements furnished pursuant to Section 5.01(i)(i) and 5.01(i)(iiAgent an updated Form U-1 (with sufficient additional originals thereof for each Lender). Any such increase in Commitments shall be effected pursuant to one or more Lender Joinder Agreements , duly executed and delivered by the BorrowerBorrowers, the Administrative together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Increasing Lenders and/or to comply with any of the requirements under Regulations T, U or X of the Board of Governors, (iv) Borrowers have delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for the Loan Parties and their Subsidiaries evidencing compliance on a pro forma basis with Section 7 for the twelve months (on a month-by-month basis) immediately following the proposed date of the Increase (calculated as if a Covenant Testing Period was in effect during the entire twelve month period), (v) Borrowers shall have reached agreement with the Lenders (or prospective lenders) making the Additional LendersPortion of the Term Loan with respect to the interest margins applicable to the Additional Portion of the Term Loan (which interest margins may be higher than or equal to the interest margins applicable to the Term Loan set forth in this Agreement immediately prior to the date of the making of the Additional Portion of the Term Loan, as applicable (the date on which of the making of such Lender Joinder Agreement(s) are deliveredAdditional Portion of the Term Loan, as applicable, the “Increase Effective Date”)) DB1/ 133650928.13 71 and shall have communicated the amount of such interest margins to Agent. The Lender Joinder Agreement(s) Increase Amendment may, without with the consent of any other LendersAgent, 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 effectuate the provisions of this Section 2.05(c2.14 (including any amendment necessary to effectuate the interest margins for the Additional Portion of the Term Loan). On Anything to the contrary contained herein notwithstanding, if the interest rate (including interest margins) or the all-in yield (including interest margins, interest floors, and any original issue discount or similar yield-related discounts or payments, but excluding any arrangement, underwriting, or similar fees payable in connection therewith that are not paid to all Lenders providing the Additional Portion of the Term Loan) that is to be applicable to the Additional Portion of the Term Loan is higher than the interest rate (including interest margins) or all-in yield (including interest margins, interest floors, and any original issue discount or similar yield-related discounts or payments, but excluding any arrangement, underwriting, or similar fees payable in connection therewith that are not paid to all Lenders providing the Additional Portion of the Term Loan) applicable to the Term Loan hereunder immediately prior to the applicable Increase Date (the amount by which all-in yield is higher, the “Excess”), then the interest margin applicable to the Term Loan immediately prior to the Increase Effective Date shall be increased by the amount of the Excess, effective on the applicable Increase Date, and without the necessity of any action by any party hereto, in a manner determined by the Agent; (xvi) each Lender In connection with the Increase, Nautilus Dutch is joined as a Borrower (including for all purposes under Section 2.15) and Loan Party, and (A) the Loan Parties shall advance funds required (if any) to have delivered, or cause all outstanding Advances and unused Commitments to be held delivered, to Agent all relevant agreements, documents (including, without limitation, customary legal opinions) and/or instruments (in each case in form and substance reasonably satisfactory to the Agent) in accordance with and pursuant to, the terms of Section 5.11 and 5.12 of this Agreement (including taking such steps in order to grant the Agent a first priority perfected security interest in all of the assets and capital stock of Nautilus Dutch), (B) Nautilus Dutch and the other Loan Parties shall have complied with all of the requirements of the terms of Section 5.11 and Section 5.12 of this Agreement, (C) the Loan Parties agree to deliver to Agent such information as Agent and Lenders require to complete their “know your customer” due diligence (in form satisfactory to Agent) on a pro rata basis Nautilus Dutch prior to Nautilus Dutch entering into the relevant documents pursuant to Section 5.11 and Section 5.12 of this Agreement, and (D) Agent shall have received an appraisal of the Net Recovery Percentage applicable to Nautilus Dutch’s and its Subsidiaries’ Inventory, the results of which shall be satisfactory to Agent; and (vii) No Default or Event of Default shall have occurred and be continuing on the Increase Date, nor shall either result from the making thereof. (c) Anything to the contrary contained herein notwithstanding, each Additional Portion of the Term Loan shall be repaid in installments on the first day of each calendar quarter commencing with the first full calendar quarter ending after the date that the Additional Portion of the Term Loan is advanced, in an amount equal to 1.875% of the amount of such Additional Portion of the Term Loan (it being understood and agreed that only such installment payments arising after such Additional Portion of the Term Loan is made shall be required to be paid, but such installment payments shall be in addition to the payments required to be paid pursuant to Section 2.1). The outstanding unpaid principal balance and all accrued and unpaid interest on such Additional Portion of the Term Loan shall be due and payable on the earlier of (i) the Maturity Date, and (ii) the date of the acceleration of the Term Loan in accordance with the respective Commitments of each Lender after giving effect to such increase terms hereof. (for each Lenderd) Unless otherwise specifically provided herein, its “Revised Percentage”) all references in this Agreement and (y) the Administrative Agent shall use any funds so received to repay the Advances of each Lender other Loan Document to the extent required so that such Lender has its Revised Percentage of all outstanding Advances (it being understood that the Borrower Term Loan 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 deemed, unless the Borrower and the Lenders of any increase in the amount of the Commitments pursuant to this Section 2.05(c) and of the amount of the Commitment of each Lender after giving effect thereto.context otherwise requires, to

Increase. The Borrower may, may request at any time and from time to time, by means of a notice delivered to the Administrative Agent, request time that the aggregate amount of the Commitments Revolving Loan Commitment be increased by (i) increasing the up to a maximum 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 (ii) adding one or more Eligible Assignees as parties hereto (each an “Additional Lender”) with Commitments in amounts agreed to by such Additional Lenders$885,000,000; provided that (Ai) 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 such 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 $50,000,000 or a higher integral multiple of $5,000,0005,000,000 above such amount, (Biv) no Additional Lender more than two such increases shall be added as a party hereto without made between the written consent of Effective Date and 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 unreasonably withheld, conditioned or delayed)Maturity Date, (Cv) the aggregate Commitments after giving effect to any such increase shall not exceed $7,000,000,000, and (D) as a condition precedent to such increase, the Borrower shall deliver have delivered to the Administrative Agent a certificate dated as certified resolutions of the Increase Effective Date (as defined below) signed by a Responsible Officer Board of Directors of the Borrower certifying that before and after giving effect to such increase (1) no Default has occurred and is continuing as of the date of such increase or would result from approving such increase and borrowings in connection therewith and (2vi) each all of the representations and warranties set forth in Section 4.01 are 6 (except for those contained in Sections 6.7 and 6.10) shall be 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 request and as of the effective date of such increase. In the event of such a requested increase in the Revolving Loan Commitment, except (i) each of the Lenders shall be given the opportunity to participate in the increased Revolving Loan Commitment (x) initially to the extent any of such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true Lender’s existing Commitment Percentage and correct in all material respects (except y) 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 that the requested increase of such earlier date; provided, that for purposes of this Section 2.05(cthe Revolving Loan Commitment is not fulfilled pursuant to the preceding clause (x), ratably in the representations and warranties contained proportion that the respective Commitment Percentages of the Lenders desiring to participate in Section 4.01(e) shall be deemed to refer the requested increase bear to the most recent statements furnished pursuant total of the Commitment Percentages of the increasing Lenders, and (ii) to Section 5.01(i)(i) 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 5.01(i)(ii)requested Revolving Loan Commitments of additional financial institutions that the Agent may invite to participate in the aggregate Revolving Loan Commitment. Any such increase in Commitments shall be effected pursuant The Agent will not unreasonably refuse to one so invite a commercial bank organized under the laws of the United States or more Lender Joinder Agreements executed of any State thereof, identified and delivered requested by the Borrower, that has capital and surplus reasonably satisfactory to the Administrative Agent and in light of the Increasing Lenders and/or Additional Lenders, as applicable (the date on Revolving Loan Commitment which such Lender Joinder Agreement(s) are delivered, the “Increase Effective Date”)commercial bank would assume hereunder. 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 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 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 Lenders of any increase in the amount of the Commitments aggregate Revolving Loan Commitment pursuant to this Section 2.05(c) and of the amount of the respective adjusted Revolving Loan Commitment and Commitment Percentage of each Lender after giving effect thereto. The Borrower acknowledges that, in order to maintain Loans in accordance with the Commitment Percentage of each Lender, a non-pro-rata increase in the aggregate Revolving Loan Commitment may require prepayment or funding of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or funding shall be subject to the other provisions of this Credit Agreement).

Increase. The Borrower may, PPG shall have the right from time to time, by means of a notice delivered time to the Administrative Agent, request that increase the aggregate Commitments hereunder by an aggregate amount not exceeding $500,000,000 by causing one or more Additional Commitment Lenders (which may include any existing Lender) to provide a (or, in the case of the Commitments be increased by an existing Lender, to increase its) Commitment (each such increase, an “Commitment Increase”), provided that (i) increasing PPG shall first offer the amount of existing Lenders the opportunity to provide such Commitment of one or more Lenders that have agreed (in their sole and individual discretion) Increase before offering the same to such increase (each an “Increasing any new Lender”) and/or , (ii) adding one or more Eligible Assignees as parties hereto 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 (iii) each an “Additional Lender”) with Commitments in amounts agreed to by such Additional Lenders; provided that (A) any such increase Commitment Increase shall be in an aggregate amount for all Additional Commitment Lenders of at least $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 10,000,000. Each such Additional Lender pursuant to Section 8.07 (which consent shall not be unreasonably withheldCommitment Lender, conditioned or delayed)each Issuing Lender, (C) the aggregate Commitments after giving effect to any such increase shall not exceed $7,000,000,000, each Swing Line Bank and (D) as a condition precedent to such increase, the each Borrower shall deliver enter into an agreement in form and substance satisfactory 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 (1) no Default has occurred and is continuing as of the date of such increase or would result from such increase and (2) 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 termsPPG, 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, each Issuing Lender and each Swing Line Bank pursuant to effect which each Additional Commitment Lender shall, as of the provisions effective date of this Section 2.05(c). On the such Commitment Increase Effective Date(which shall be a Business Day and, (x) each Lender shall 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 respective Commitments of each Lender after giving effect to such increase (for each Lender, its “Revised Percentage”) and (y) unless 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 Lenders 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 of specified therein and (if not an existing Lender) become a Lender hereunder. Notwithstanding the Commitments foregoing, no Commitment Increase pursuant to this Section 2.05(c) and of the amount of the Commitment of each Lender after giving effect thereto.shall be effective unless:

Increase. The Borrower may, PPG shall have the right from time to time, by means of a notice delivered time to the Administrative Agent, request that increase the aggregate Commitments hereunder by an aggregate amount not exceeding $300,000,000 by causing one or more Additional Commitment Lenders (which may include any existing Lender) to provide a (or, in the case of the Commitments be increased by an existing Lender, to increase its) Commitment (each such increase, an “Commitment Increase”), provided that (i) increasing PPG shall first offer the amount of existing Lenders the opportunity to provide such Commitment of one or more Lenders that have agreed (in their sole and individual discretion) Increase before offering the same to such increase (each an “Increasing any new Lender”) and/or , (ii) adding one or more Eligible Assignees as parties hereto 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 (iii) each an “Additional Lender”) with Commitments in amounts agreed to by such Additional Lenders; provided that (A) any such increase Commitment Increase shall be in an aggregate amount for all Additional Commitment Lenders of at least $50,000,000 or a higher integral multiple of $5,000,000, (B) no 10,000,000. Each such Additional Commitment Lender shall be added as a party hereto without the written consent of enter into an agreement in form and substance satisfactory to PPG and the Administrative Agent pursuant to the extent such consent would be required for an assignment to which such Additional Commitment Lender pursuant to Section 8.07 shall, as of the effective date of such Commitment Increase (which consent shall not be unreasonably withhelda Business Day and, 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 condition precedent to such increase, the Borrower shall deliver to unless the Administrative Agent otherwise agrees, a certificate dated as day on which no issuance, amendment, renewal or extension of the Increase Effective Date any Letter of Credit is scheduled to occur), provide a Commitment (as defined below) signed by a Responsible Officer of the Borrower certifying that before and after giving effect to such increase (1) no Default has occurred and is continuing as of the date of such increase or would result from such increase and (2) 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 termsor, 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 if any such representation or warranty Additional Commitment Lender 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 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 respective Commitments of each Lender after giving effect to such increase (for each existing Lender, increase its “Revised Percentage”Commitment) 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 Lenders of any increase in the amount of specified therein and (if not an existing Lender) become a Lender hereunder. Notwithstanding the Commitments foregoing, no Commitment Increase pursuant to this Section 2.05(c) and of the amount of the Commitment of each Lender after giving effect thereto.shall be effective unless:

Increase. The Borrower may, may request at any time and from time to time, by means of a notice delivered to the Administrative Agent, request time that the aggregate amount of the Commitments Revolving Loan Commitment be increased by (i) increasing the up to a maximum 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 (ii) adding one or more Eligible Assignees as parties hereto (each an “Additional Lender”) with Commitments in amounts agreed to by such Additional Lenders$325,000,000; provided that (Ai) 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 such time after the Revolving Loan Commitment has been terminated, (iii) each partial increase shall be made in an aggregate amount at least equal to $10,000,000 and in integral multiples of $50,000,000 or a higher integral multiple of $5,000,0005,000,000 above such amount, (Biv) 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 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 condition precedent to such increase, the Borrower shall deliver have delivered to the Administrative Agent a certificate dated as certified resolutions of the Increase Effective Date (as defined below) signed by a Responsible Officer Board of Directors of the Borrower certifying that before and after giving effect to such increase (1) no Default has occurred and is continuing as of the date of such increase or would result from authorizing such increase and borrowings in connection therewith and (2v) each all of the representations and warranties set forth in Section 4.01 are 6 (except for those contained in Sections 6.7 and 6.10) shall be 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 request and as of the effective date of such increase. In the event of such a requested increase in the Revolving Loan Commitment, except (i) each of the Lenders shall be given the opportunity to participate in the increased Revolving Loan Commitment (x) initially to the extent any of such representation or warranty is stated to relate solely to an earlier dateLender’s existing Commitment Percentage, in which case such representation or warranty shall have been true and correct in all material respects (except y) 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 that the requested increase of such earlier date; provided, that for purposes of this Section 2.05(cthe Revolving Loan Commitment is not fulfilled pursuant to the preceding clause (x), ratably in the representations and warranties contained proportion that the respective Commitment Percentages of the Lenders desiring to participate in Section 4.01(e) shall be deemed to refer the requested increase bear to the most recent statements furnished total of the Commitment Percentages of the increasing Lenders, and (z) to the extent that the requested increase in Revolving Loan Commitment is not fulfilled pursuant to Section 5.01(i)(iclauses (x) and 5.01(i)(ii(y), Lenders may participate regardless of their Commitment Percentages, 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 additional financial institutions that the Agent may invite to participate in the aggregate Revolving Loan Commitment. Any such increase in Commitments shall be effected pursuant The Agent will not unreasonably refuse to one so invite a commercial bank organized under the laws of the United States or more Lender Joinder Agreements executed of any State thereof, identified and delivered requested by the Borrower, that has capital and surplus reasonably satisfactory to the Administrative Agent and in light of the Increasing Lenders and/or Additional Lenders, as applicable (the date on Revolving Loan Commitment which such Lender Joinder Agreement(s) are delivered, the “Increase Effective Date”)commercial bank would assume hereunder. 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 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 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 Lenders of any increase in the amount of the Commitments aggregate Revolving Loan Commitment pursuant to this Section 2.05(c) and of the amount of the respective adjusted Revolving Loan Commitment and Commitment Percentage of each Lender after giving effect thereto. The Borrower acknowledges that, in order to maintain Loans in accordance with the Commitment Percentage of each Lender, a non-pro-rata increase in the aggregate Revolving Loan Commitment may require prepayment or funding of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or funding shall be subject to the other provisions of this Credit Agreement).

Increase. The Provided that no Default or Event of Default exists or -------- would exist immediately before and after giving effect thereto, the Borrower may, may at any time and from time to time, by means at its sole cost and expense, request any one or more of the Banks to increase (such decision to increase the Revolving Credit Commitment of a notice delivered Bank to be within the sole and absolute discretion of such Bank) its Revolving Credit Commitment, or any other institution reasonably satisfactory to the Administrative Agent and the Swing Line Lender to provide a new Revolving Credit Commitment, by submitting an Increase Supplement in the form of Exhibit C to the Third Amendment (an "Increase Supplement"), duly executed by the Borrower and each such Bank ------------------- or other institution, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Agent, request that the aggregate amount Agent shall execute such Increase Supplement and deliver a copy thereof to the Borrower and each such Bank or other institution, as the case may be. Upon execution and delivery of the Commitments be increased by such Increase Supplement, (i) increasing in the case of each such Bank, such Bank's Revolving Credit Commitment shall be increased to the amount set forth in such Increase Supplement, (ii) in the case of each such other institution, such other institution shall become a party hereto and shall for all purposes of the Loan Documents be deemed a "Bank" with a Revolving Credit Commitment in the amount set forth in such Increase Supplement, (iii) in each case, the Revolving Credit Commitment of such Bank or such other institution, as the case may be, shall be as set forth in the applicable Increase Supplement, and (iv) the Borrower shall contemporaneously therewith execute and deliver to the Agent (x) for each Bank providing an increased Revolving Credit Commitment, a new Revolving Credit Note in the amount of the such increased Revolving Credit Commitment of one or more Lenders that have agreed (in their sole and individual discretion) to such increase (each an “Increasing Lender”) 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 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 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 (1) no Default has occurred and is continuing as of the date of such increase or would result from such increase and (2) 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(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 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 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 for 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 Lenders of any increase other institution providing a new Revolving Credit Conunitment, a Revolving Credit Note in the amount of the Commitments pursuant to this Section 2.05(c) and of the amount of the Commitment of each Lender after giving effect thereto.its Revolving Credit Commitment; provided, however, that:

Increase. (i) The Borrower Company may, from at any time to timebut in any event not more than twice during any calendar year, by means of make a notice delivered written request (an “Increase Request”) to the Administrative AgentAgent (who shall forward a copy to each Lender) that the Commitments be increased, request in the amount of $10,000,000 or an integral multiple thereof, provided that after giving effect to any such increase, the aggregate amount of the Commitments be increased by (i) 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 (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 unreasonably withheld, conditioned or delayed), (C) the aggregate Commitments after giving effect to any such increase shall not exceed $7,000,000,000, 1,500,000,000 and (D) as the Foreign Currency Sublimit shall not exceed $500,000,000. Such Increase Request shall include a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent certification by a certificate dated as senior officer of the Increase Effective Date Company that (as defined below) signed by a Responsible Officer of the Borrower certifying that before and after giving effect to such increase (1x) no Default or Event of Default has occurred and is continuing on and as of the date of such increase or would result from such increase Increase Request and (2y) 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(c), the representations and warranties contained in Section 4.01(e) shall be deemed 4.01 are correct in all material respects on and as of the Increase Date (as defined below), before and immediately after giving effect to refer to the most recent statements furnished pursuant to Section 5.01(i)(i) such increase, as though made on and 5.01(i)(ii)as of such Increase Date. Any such increase in Commitments shall be effected pursuant effective as of a date (the “Increase Date”) specified in the related Increase Request that is (i) prior to one or more the latest Extended Termination Date and (ii) at least 10 days after the date of such Increase Request. Each Increase Request shall specify the date by which Lenders who wish to increase their Commitments must consent to such increase (the “Commitment Date”), which date shall be no later than five Business Days prior to the related Increase Date. Each Lender Joinder Agreements executed and delivered by the Borrowerthat is willing to increase its Commitment (each an “Increasing Lender”), shall notify the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment, which amount shall not exceed the respective amount specified in the relevant Increase Request. No Lender shall be obligated to increase its Commitment pursuant to this Section 2.01(c) and any such increase shall be in the Increasing sole discretion of each Lender. If the Lenders and/or Additional Lenders, as applicable (notify the date on which such Lender Joinder Agreement(s) Administrative Agent that they are deliveredwilling to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested increase, the “Increase Effective Date”). The Lender Joinder Agreement(s) may, without requested increase shall be allocated among the consent of any other Lenders, effect such amendments Lenders willing 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 advance funds required (if any) to cause all outstanding Advances and unused Commitments to be held on a pro rata basis participate therein ratably in accordance with the amount by which they offered to increase their 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 Lenders of any increase in the amount of the Commitments pursuant to this Section 2.05(c) and of the amount of on the Commitment of each Lender after giving effect theretoDate.

Increase. The Borrower may, may request at any time and from time to time, by means of a notice delivered to the Administrative Agent, request time that the aggregate amount of the Commitments Revolving Loan Commitment be increased by (i) increasing the up to a maximum 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 (ii) adding one or more Eligible Assignees as parties hereto (each an “Additional Lender”) with Commitments in amounts agreed to by such Additional Lenders$835,000,000; provided that (Ai) 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 such time after the Revolving Loan Commitment has been terminated, (iii) each partial increase shall be made in an aggregate amount at least equal to $10,000,000 and in integral multiples of $50,000,000 or a higher integral multiple of $5,000,0005,000,000 above such amount, (Biv) 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 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 condition precedent to such increase, the Borrower shall deliver have delivered to the Administrative Agent a certificate dated as certified resolutions of the Increase Effective Date (as defined below) signed by a Responsible Officer Board of Directors of the Borrower certifying that before and after giving effect to such increase (1) no Default has occurred and is continuing as of the date of such increase or would result from authorizing such increase and borrowings in connection therewith and (2v) each all of the representations and warranties set forth in Section 4.01 are 6 (except for those contained in Sections 6.7 and 6.10) shall be 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 request and as of the effective date of such increase. In the event of such a requested increase in the Revolving Loan Commitment, except (i) each of the Lenders shall be given not less than five Business Days to participate (in their sole discretion) in the increased Revolving Loan Commitment (x) initially to the extent any of such representation or warranty is stated to relate solely to an earlier dateLender’s existing Commitment Percentage, in which case such representation or warranty shall have been true and correct in all material respects (except y) to the extent such representations that the requested increase of the Revolving Loan Commitment is not fulfilled pursuant to the preceding clause (x), ratably in the proportion that the respective Commitment Percentages of the Lenders desiring to participate in the requested increase bear to the total of the Commitment Percentages of the increasing Lenders, and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms(z) to the extent that the requested increase in Revolving Loan Commitment is not fulfilled pursuant to clauses (x) and (y), Lenders may participate regardless of their Commitment Percentages, subject, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date; providedeach case, 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 consent of the Swing Line Lender and each L/C Issuer (subject to Section 5.01(i)(i2.9(c) hereof) and 5.01(i)(ii)(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 in accordance with clause (i) above, then the Borrower shall consult with the Agent as to the number, identity and requested Revolving Loan Commitments of additional financial institutions approved by the Swing Line Lender and each L/C Issuer (subject to Section 2.9(c) hereof) that the Agent may invite to participate in the aggregate Revolving Loan Commitment. Any such increase in Commitments shall be effected pursuant The Agent will not unreasonably refuse to one so invite a commercial bank organized under the laws of the United States or more Lender Joinder Agreements executed of any State thereof, identified and delivered requested by the Borrower, that has capital and surplus reasonably satisfactory to the Administrative Agent and in light of the Increasing Lenders and/or Additional Lenders, as applicable (the date on Revolving Loan Commitment which such Lender Joinder Agreement(s) are delivered, the “Increase Effective Date”)commercial bank would assume hereunder. 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 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 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 Lenders of any increase in the amount of the Commitments aggregate Revolving Loan Commitment pursuant to this Section 2.05(c) and of the amount of the respective adjusted Revolving Loan Commitment and Commitment Percentage of each Lender after giving effect thereto. The Borrower acknowledges that, in order to maintain Loans in accordance with the Commitment Percentage of each Lender, a non-pro-rata increase in the aggregate Revolving Loan Commitment may require prepayment or funding of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement).

Increase. The Borrower may, Whirlpool may request at any time and from time to timetime that the Aggregate Commitment be increased to a maximum amount of not more than $3,000,000,000; provided that (i) 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, by means (ii) no increase in the Aggregate Commitment shall be made at any time after the Aggregate Commitment has been terminated in accordance with Section 2.03(c)(i), (iii) each partial increase shall be made in an aggregate amount at least equal to $10,000,000 and in integral multiples of a notice $5,000,000 above such amount, (iv) to the extent that resolutions of Whirlpool previously delivered hereunder shall not have authorized such increase and borrowings, Whirlpool shall have delivered to the Administrative Agent, request that the aggregate amount Agent certified resolutions of the Commitments be increased by Board of Directors of Whirlpool authorizing such increase and borrowings in connection therewith and (iv) increasing the amount all of the Commitment representations and warranties set forth in Article 6 (except for those contained in Sections 6.04, 6.05 and 6.07 and (y) those contained in Sections 6.06 and 6.12 solely as such representations and warranties relate to any Subsidiary acquired in connection with a Material Acquisition (including any Subsidiary of one or more Lenders that have agreed (in their sole and individual discretionthe target of such Material Acquisition) consummated within 30 days prior to the effective date of such increase (each an “Increasing Lender”increase) 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 true and correct in all material respects as of the date of such request and as of the effective date of such increase. Any Lender may refuse to participate in any proposed increase in the Aggregate Commitment, and failure to respond to any request to participate in an aggregate amount of $50,000,000 or a higher integral multiple of $5,000,000, (B) no Additional Lender increase in the Aggregate Commitments shall be added as deemed to constitute a party hereto without refusal to so participate. In the written consent event of such a requested increase in the Commitment, Whirlpool shall consult with the Administrative Agent and each Issuing Bank as to the extent such consent would be required for an assignment number, identity and requested Commitments of increasing Lenders and additional financial institutions that the Administrative Agent may invite to such Additional Lender pursuant participate in the aggregate Commitment. The Administrative Agent will not unreasonably refuse to Section 8.07 so invite a commercial bank organized, identified and requested by Whirlpool and approved by the Administrative Agent and each Issuing Bank (which consent approvals shall not be unreasonably withheld, conditioned or delayed); provided that each such assuming commercial bank shall, (C) the aggregate Commitments after giving effect to any such increase shall not exceed $7,000,000,000, and (D) as upon becoming 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 (1) no Default has occurred and is continuing as of the date of such increase or would result from such increase and (2) 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(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 party to this Agreement and the other Loan Documents as may be necessary or appropriate in the opinion of the Administrative AgentCredit Agreement, to effect the provisions of this Section 2.05(c). On the Increase Effective Date, (x) each Lender shall 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 respective Commitments of each Lender after giving effect to such increase (for each become an increasing 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 Whirlpool and the Lenders of any increase in the amount of the Commitments Aggregate Commitment pursuant to this Section 2.05(c) and of the amount of the respective adjusted Commitment and Ratable Share of each Lender after giving effect thereto. Each Borrower acknowledges that, in order to maintain Advances in accordance with the Ratable Share of each Lender, a non-pro-rata increase in the aggregate Commitment may require prepayment or funding of all or portions of certain Loans on the date of such increase (and any such prepayment or funding shall be subject to the other provisions of this Credit Agreement).

Increase. The Borrower may, Whirlpool may request at any time and from time to timetime that the Aggregate Commitment be increased to a maximum amount of not more than $2,500,000,000; provided that (i) 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, by means (ii) no increase in the Aggregate Commitment shall be made at any time after the Aggregate Commitment has been terminated in accordance with Section 2.03(c)(i), (iii) each partial increase shall be made in an aggregate amount at least equal to $10,000,000 and in integral multiples of a notice $5,000,000 above such amount, (iv) to the extent that resolutions of Whirlpool previously delivered hereunder shall not have authorized such increase and borrowings, Whirlpool shall have delivered to the Administrative Agent, request that the aggregate amount Agent certified resolutions of the Commitments be increased by (i) increasing the amount Board of the Commitment Directors of one or more Lenders that have agreed (in their sole and individual discretion) to such increase (each an “Increasing Lender”) 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 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 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 (1) no Default has occurred and is continuing as of the date of such increase or would result from Whirlpool authorizing such increase and borrowings in connection therewith and (2v) each all of the representations and warranties set forth in Section 4.01 are Article 6 (except for those contained in Sections 6.04, 6.05 and 6.07 and (y) those contained in Sections 6.06 and 6.12 solely as such representations and warranties relate to any Subsidiary acquired in connection with a Material Acquisition (including any Subsidiary of the target of such Material Acquisition) consummated within 30 days prior to the effective date of such increase) shall be 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 request and as of the effective date of such earlier date; providedincrease. Any Lender may refuse to participate in any proposed increase in the Aggregate Commitment, that for purposes of this Section 2.05(c), and failure to respond to any request to participate in an increase in the representations and warranties contained in Section 4.01(e) Aggregate Commitments shall be deemed to refer constitute a refusal to so participate. In the most recent statements furnished pursuant to Section 5.01(i)(i) and 5.01(i)(ii). Any event of such a requested increase in Commitments the Commitment, Whirlpool shall be effected pursuant to one or more Lender Joinder Agreements executed and delivered by the Borrower, consult with the Administrative Agent and each Issuing Bank as to the Increasing Lenders and/or Additional Lendersnumber, 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 identity 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 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 respective requested Commitments of each Lender after giving effect to such increase (for each Lender, its “Revised Percentage”) increasing Lenders and (y) additional financial institutions that the Administrative Agent shall use any funds may invite to participate in the aggregate Commitment. The Administrative Agent will not unreasonably refuse to so received to repay the Advances of each Lender invite a commercial bank organized, identified and requested by Whirlpool, that has capital and surplus reasonably satisfactory to the extent required so Administrative Agent and each Issuing Bank in light of the Commitment which such commercial bank would assume hereunder; provided that each 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 assuming commercial bank shall, upon becoming a party to Section 8.04(c) resulting from such repayments)this Credit Agreement, become an increasing Lender. The Administrative Agent shall promptly notify the Borrower Whirlpool and the Lenders of any increase in the amount of the Commitments Aggregate Commitment pursuant to this Section 2.05(c) and of the amount of the respective adjusted Commitment and Ratable Share of each Lender after giving effect thereto. Each Borrower acknowledges that, in order to maintain Advances in accordance with the Ratable Share of each Lender, a non-pro-rata increase in the aggregate Commitment may require prepayment or funding of all or portions of certain Loans on the date of such increase (and any such prepayment or funding shall be subject to the other provisions of this Credit Agreement).