Exhibit 10.2

EXECUTION VERSION

Dated 4 June 2025

INSPIRED ENTERTAINMENT HOLDINGS LLC

as Topco

DMWSL 633 LIMITED

as Original Company

DMWSL 631 LIMITED

as Successor Company

and

INSPIRED ENTERTAINMENT (FINANCING) PLC

as Original Borrower

provided by

THE FINANCIAL INSTITUTIONS listed in ‎

PART 3 of ‎SCHEDULE 1 (The Original Parties)

as Original Lenders

with

GLOBAL LOAN AGENCY SERVICES LIMITED

acting as Agent

and

GLAS TRUST CORPORATION LIMITED

acting as Security Agent

SENIOR FACILITIES AGREEMENT

Davis Polk & Wardwell London LLP

TABLE OF CONTENTS

		Page

1.	Definitions and Interpretation	4
2.	The Facilities	83
3.	Purpose	92
4.	Conditions of Utilisation	93
5.	Utilisation - Loans	98
6.	Optional Currencies	100
7.	Ancillary Facilities	101
8.	Repayment	107
9.	Illegality, voluntary prepayment and cancellation	110
10.	Mandatory prepayment and cancellation	113
11.	Restrictions	115
12.	Interest	117
13.	Interest Periods	119
14.	Changes to the calculation of interest	121
15.	Fees	124
16.	Tax gross-up and indemnities	126
17.	Increased Costs	141
18.	Other indemnities	144
19.	Mitigation by the Lenders	146
20.	Costs and expenses	146
21.	Guarantee and indemnity	147
22.	Representations	153
23.	Information undertakings	162
24.	Financial Covenant	167
25.	General undertakings	180
26.	Events of Default	187
27.	Changes to the Lenders	195
28.	Debt Purchase Transactions	208
29.	Changes to the Obligors	212
30.	Role of the Agent and others	218
31.	Conduct of business by the Finance Parties	229
32.	Sharing among the Finance Parties	230
33.	Payment mechanics	232
34.	Set-Off	237

35.	Notices	237
36.	Calculations and certificates	241
37.	Partial invalidity	241
38.	Remedies and waivers	242
39.	Amendments and waivers	242
40.	Confidential Information	259
41.	Confidentiality of Funding Rates and Reference Bank Quotations	263
42.	Disclosure of Lender details by Agent	265
43.	Counterparts	267
44.	Governing law	267
45.	Enforcement	267
SCHEDULE 1 The Original Parties		268
	Part 1 The Original Borrower	268
	Part 2 The Original Guarantors	268
	Part 3 The Original Lenders	269
SCHEDULE 2 Conditions precedent		270
	Part 1 Conditions precedent to initial utilisation	270
	Part 2 Conditions precedent required to be delivered by an Additional Obligor	273
SCHEDULE 3 Requests and Notices		276
	Part 1 Utilisation Request Loans	276
	Part 2 Selection Notice	278
	Part 3 Agreed Certain Funds Period Notice	279
	Part 4 Form of Debt Transfer Notice	280
SCHEDULE 4 Form of Transfer Certificate		281
SCHEDULE 5 Form of Assignment Agreement		284
SCHEDULE 6 Form of Accession Deed		288
SCHEDULE 7 Form of Resignation Letter		291
SCHEDULE 8 Form of Compliance Certificate		292
SCHEDULE 9 Timetables		293
SCHEDULE 10 Agreed Security Principles		294
SCHEDULE 11 Form of Increase Confirmation		307
SCHEDULE 12 Forms of Notifiable Debt Purchase Transaction Notice		310
	Part 1 Form of Notice on Entering into Notifiable Debt Purchase Transaction	310
	Part 2 Form of Notice on Termination of Notifiable Debt Purchase Transaction / Notifiable Debt Purchase Transaction ceasing to be with an Investor Affiliate	311
SCHEDULE 13 Form of Incremental Facility Notice		312

SCHEDULE 14 Form of Incremental Facility Lender Certificate		317
SCHEDULE 15 - INFORMATION UNDERTAKINGS		320
SCHEDULE 16 - GENERAL UNDERTAKINGS		321
SCHEDULE 17 - CERTAIN NEW YORK LAW DEFINED TERMS		343
SCHEDULE 18 Reference Rate Terms		378
	Part 1 Term Rate Loans - USD	378
	Part 2 Term Rate Loans - Euro	380
	Part 3 Compounded Rate Loans - GBP	382
SCHEDULE 19 Daily Non-Cumulative Compounded RFR Rate		384
SCHEDULE 20 - FORMS OF U.S. TAX COMPLIANCE CERTIFICATE		386
PART A		386
Form of U.S. Tax Compliance Certificate (For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)		386
PART B		387
PART C		388
PART D		389

iii

THIS AGREEMENT is dated 4 June 2025 and made between:

(1)	INSPIRED ENTERTAINMENT HOLDINGS LLC, a limited liability company formed in Delaware with registered number 10197868 (the “Topco”);

(2)	DMWSL 633 LIMITED, a private limited liability company incorporated in England and Wales with registered number 07176544 (the “Original Company”);

(3)	DMWSL 631 LIMITED, a private limited liability company incorporated in England and Wales with registered number 07176707 (the “Successor Company”);

(4)	INSPIRED ENTERTAINMENT (FINANCING) PLC, a public limited liability company with registered number 13302880 (the “Original Borrower”);

(5)	THE SUBSIDIARIES OF THE SUCCESSOR COMPANY listed in Part 2 of Schedule ‎1 (The Original Parties) as original guarantors (in this capacity and together with the Successor Company, the “Original Guarantors”);

(6)	THE FINANCIAL INSTITUTIONS listed in ‎Part 3 of Schedule ‎1 (The Original Parties) as original lenders (the “Original Lenders”);

(7)	GLOBAL LOAN AGENCY SERVICES LIMITED (the “Agent”); and

(8)	GLAS TRUST CORPORATION LIMITED (the “Security Agent”).

IT IS AGREED as follows:

1.	Definitions and Interpretation

1.1	Definitions

In this Agreement:

“Acceptable Bank” means:

(a)

a bank or financial institution which has a long term unsecured credit rating of at least BBB- by Standard & Poor’s Rating Services or Fitch Ratings Ltd or at least Baa3 by Moody’s Investor Services Limited or a comparable rating from an internationally recognised credit rating agency, or any bank or financial institution which (having previously satisfied such requirement) ceases to satisfy the foregoing ratings requirement for a period of not more than three (3) Months;

(b)

any Finance Party or any Affiliate or Related Entity of a Finance Party;

(c)

any other bank or financial institution on the Approved List or which otherwise provides banking services to the Group on or before the Closing Date; and

(d)

any other bank or financial institution:

(i)

providing banking services to a business or person acquired by a member of the Group provided that such services are terminated and moved to a bank or financial institution falling under another limb of this definition within 6 months of completion of the relevant acquisition; or

(ii)

otherwise approved by the Agent (acting reasonably).

“Acceptable Funding Sources” has the meaning given to that term in Clause ‎24.1 (Financial definitions).

“Accession Deed” means a document substantially in the form set out in Schedule ‎6 (Form of Accession Deed).

“Accounting Period” means each fiscal year or other equivalent accounting period of the relevant Reporting Entity ending on the Accounting Reference Date.

“Accounting Reference Date” means the annual financial year end of the relevant Reporting Entity or other member of the Group (as applicable), such date being, in respect of the Company as at the date of this Agreement, 31 December.

“Acquisition Costs” has the meaning given to that term in Clause ‎24.1 (Financial definitions).

“Additional Borrower” means a person which becomes an Additional Borrower in accordance with Clause ‎‎29 (Changes to the Obligors).

“Additional Business Day” means any day specified as such in the applicable Reference Rate Terms.

“Additional Guarantor” means a person which becomes an Additional Guarantor in accordance with Clause ‎‎29 (Changes to the Obligors).

“Additional Obligor” means an Additional Borrower or an Additional Guarantor.

“Agent’s Spot Rate of Exchange” means:

(a)

the Agent’s spot rate of exchange; or

(b)

(if the Agent does not have an available spot rate of exchange) the spot rate of exchange as obtained by the Agent (acting reasonably),

for the purchase of the relevant currency with the Base Currency in the London foreign exchange market at or about 11.00 a.m. on a particular day.

“Aggregate Total Incremental Facility Commitments” means, at any time, the aggregate of the Total Incremental Facility Commitments of all Incremental Facilities.

“Agreed Certain Funds Obligor” means, in relation to any Agreed Certain Funds Utilisation, Topco, the Company and the Borrower of such Agreed Certain Funds Utilisation or such other person designated as an “Agreed Certain Funds Obligor” by the Company in the Agreed Certain Funds Period Notice delivered by the Company to the Agent.

“Agreed Certain Funds Period” means:

(a)

in relation to the Original Revolving Facility, any period specified as the applicable Agreed Certain Funds Period in the Agreed Certain Funds Period Notice delivered by the Company to the Agent, which if longer than the date falling 6 Months after the date on which the Company delivers the Agreed Certain Funds Period Notice, is agreed with the Majority Original Revolving Facility Lenders (each acting reasonably); and

(b)

in relation to an Incremental Facility, any period specified in the relevant Incremental Facility Notice or in any other notice or an Agreed Certain Funds Period Notice delivered by the Company to the Agent which, if longer than the date falling 6 Months after the date on which the Company delivers the Agreed Certain Funds Period Notice, is agreed with the Incremental Facility Majority Lenders determined in accordance with the definition of Incremental Facility Majority Lenders (each acting reasonably) by reference only to the Commitments of the Lenders in such Incremental Facility.

“Agreed Certain Funds Period Notice” means a notice in substantially the form set out in Part 3 (Agreed Certain Funds Period Notice) of ‎Schedule ‎3 (Requests and Notices) or any other form agreed by the Agent and the Company (in each case, acting reasonably)) delivered in connection with an Agreed Certain Funds Purpose and specifying the applicable Agreed Certain Funds Period for that Agreed Certain Funds Utilisation.

“Agreed Certain Funds Purpose” means, in respect of an Agreed Certain Funds Utilisation, where the use of proceeds of such Loan are for or in connection with (directly or indirectly), financing or refinancing a Permitted Acquisition, the payment of an earn-out, or deferred consideration (or similar) in connection with a Permitted Acquisition, any Acquisition Costs and/or for any other such purpose agreed with the Majority Original Revolving Facility Lenders or the relevant Incremental Facility Majority Lenders (as applicable, in each case acting reasonably).

“Agreed Certain Funds Transaction” means a Permitted Acquisition or any other transaction funded in whole or in part by the use of proceeds of an Agreed Certain Funds Utilisation.

“Agreed Certain Funds Utilisation” means:

(c)

in relation to the Original Revolving Facility, a Loan made or to be made under the relevant Revolving Facility during the Agreed Certain Funds Period in connection with an Agreed Certain Funds Purpose; and

(d)

in relation to an Incremental Facility which all of the Incremental Facility Lenders providing such Incremental Facility have agreed shall be provided on a “European certain funds basis” in accordance with the provisions of Clause ‎4.6 (Utilisations of Revolving Facility and Incremental Facility Loans during the Agreed Certain Funds Period), a Loan made or to be made under the relevant Incremental Facility during the Agreed Certain Funds Period,

in each case as set out in the applicable Agreed Certain Funds Period Notice.

“Agreed Security Principles” means the principles set out in Schedule ‎10 (Agreed Security Principles).

“Ancillary Commencement Date” means, in relation to an Ancillary Facility, the date on which that Ancillary Facility is first made available, which date shall be a Business Day within the Availability Period for the relevant Revolving Facility.

“Ancillary Commitment” means, in relation to an Ancillary Lender and an Ancillary Facility, the maximum Base Currency Amount which that Ancillary Lender has agreed (whether or not subject to satisfaction of conditions precedent) to make available from time to time under an Ancillary Facility and which has been authorised as such under Clause ‎7 (Ancillary Facilities), to the extent that amount is not cancelled or reduced under this Agreement or the Ancillary Documents relating to that Ancillary Facility.

“Ancillary Document” means each document relating to or evidencing the terms of an Ancillary Facility.

“Ancillary Facility” means any ancillary facility made available by an Ancillary Lender in accordance with Clause ‎7 (Ancillary Facilities).

“Ancillary Facility Loan” means a loan made or to be made under an Ancillary Facility or the principal amount outstanding for the time being of that loan.

“Ancillary Lender” means each Lender (or Affiliate of a Lender) which makes available an Ancillary Facility in accordance with Clause ‎‎7 (Ancillary Facilities).

“Ancillary Outstandings” means, at any time, in relation to an Ancillary Lender and an Ancillary Facility then in force the aggregate of the equivalents (as calculated by that Ancillary Lender) in the Base Currency of the following amounts outstanding under that Ancillary Facility:

(a)

the principal amount under each overdraft facility and on-demand short term loan facility net of any Available Credit Balance (provided that, for the purposes of this definition of “Ancillary Outstandings”, any amount of any outstanding utilisation under any BACS facility, other intra-day exposure facilities (or similar) made available by an Ancillary Lender shall be excluded, unless, in relation to that Ancillary Facility, otherwise agreed between the Company and the relevant Ancillary Lender);

(b)

the face amount of each guarantee, bond and letter of credit under that Ancillary Facility (taking account of any decrease in the liability of the relevant Ancillary Lender in respect of such instrument as a consequence of any decrease in, or expiry of, the underlying liability in respect of which such instrument was issued); and

(c)

the amount fairly representing the aggregate exposure (excluding interest and similar charges) of that Ancillary Lender under each other type of accommodation provided under that Ancillary Facility,

in each case net of any credit balances on any account of any Borrower of an Ancillary Facility with the Ancillary Lender making available that Ancillary Facility to the extent that the credit balances are freely available to be set off by that Ancillary Lender against liabilities owed to it by that Borrower under that Ancillary Facility and in each case as determined by such Ancillary Lender, acting reasonably and in accordance with the relevant Ancillary Document, or (if not provided for in the relevant Ancillary Document), after consultation with the relevant Borrower, in accordance with its normal banking practice and in accordance with the relevant Ancillary Document.

For the purposes of this definition:

(i)

in relation to any amounts outstanding under that Ancillary Facility denominated in the Base Currency, the amount outstanding under that Ancillary Facility (determined as described in paragraphs ‎(a), ‎(b) and ‎(c) above) shall be used; and

(ii)

in relation to any amounts outstanding under that Ancillary Facility not denominated in the Base Currency, the equivalent (calculated as specified in the relevant Ancillary Document or, if not so specified, as the relevant Ancillary Lender may specify, in each case in accordance with its usual practice at that time for calculating that equivalent in the Base Currency (acting reasonably)) of the amount outstanding under that Ancillary Facility (determined as described in paragraphs ‎(a), ‎(b) and ‎(c) above) shall be used.

“Annual Financial Statements” has the meaning given to that term in Schedule 15 (Information Undertakings).

“Anti-Corruption Laws” means all laws of any jurisdiction applicable to Topco and the Obligors (as applicable) from time to time concerning or relating to anti-bribery, anti-money laundering or anti- corruption, including the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other similar legislation in other jurisdictions.

“Applicable Accounting Principles” means, in respect of the Company or a member of the Group, GAAP or the accounting principles applicable to it in its jurisdiction of incorporation in each case to the extent applicable to the relevant financial statements and as applied from time to time.

“Applicable Cure Period” has the meaning given to that term in Clause 24.4 (Equity Cure).

“Applicable Metric” means any financial covenant, ratio or incurrence based permission, test, basket or threshold in any Finance Document (including any financial definition or component thereof and any financial covenant, ratio, test, basket or threshold or permission or any other relevant provision based on the calculation of Consolidated EBITDA, Consolidated Net Income, Consolidated Net Leverage or the Consolidated Senior Secured Net Leverage Ratio) other than the financial covenant contained in Clause ‎24.2 (Financial Condition) of this Agreement.

“Applicable Reporting Date” means, as at any date of determination, at the Company’s election (which election the Company may revoke and re-make at any time and from time to time):

(a)

if no Financial Statements have yet been delivered since the Closing Date, the Closing Date, with such Applicable Metric determined by reference to the financial information set out in the Base Case Model and/or the Original Financial Statements;

(b)

the most recent Quarter Date for which Financial Statements have been delivered pursuant to the terms of this Agreement, with such Applicable Metric determined by reference to such Financial Statements; or

(c)

the last day of the most recently completed Relevant Period for which the Group has sufficient available information to be able to determine such Applicable Metric, with such Applicable Metric determined by reference to such available information.

“Applicable Test Date” means, in relation to determining or testing any Applicable Metric for the purposes of this Agreement or the other Finance Documents, either (at the Company’s election):

(a)

the Applicable Reporting Date; and/or

(b)

with respect to the establishment or utilisation of any Facility or the establishment or incurrence of any other Indebtedness, at the election of the Company in relation to all or part of the applicable Facility or Indebtedness, the most recent Applicable Reporting Date elected by the Company prior to:

(i)

in relation to any Facility, the date of any relevant Utilisation Request;

(ii)

in relation to all or part of any Facility or the Revolving Facility in respect of which the Company has delivered an Agreed Certain Funds Period Notice, the date on which such Agreed Certain Funds Period Notice is delivered to the Agent;

(iii)

in relation to any Incremental Facility, the Incremental Facility Commencement Date;

(iv)

the date of any letter or agreement (conditional or otherwise (including any documentation condition)) entered into by a member of the Group or an Affiliate thereof in relation to the provision of all or part of the applicable Facility or Indebtedness;

(v)

the date of any debt instrument (subject to the terms and conditions) constituting, documenting or evidencing all or part of the applicable Incremental Facility or Indebtedness;

(vi)

the date of any incurrence of all or part of the applicable Facility or Indebtedness, as the case may be;

(vii)

in relation to any Facility or Indebtedness incurred to finance (in whole or part) an acquisition (including of any assets or shares (or other ownership interests)); assumed by the Company or any Subsidiary; or Indebtedness of persons that are to be acquired by, or merged with or into or amalgamated or consolidated or otherwise combines with, the Company or Subsidiaries (or assumed in connection therewith) (each an “Applicable Test Date Transaction”), the date of:

(A)

any letter or agreement (unilateral, conditional or otherwise (including any documentation condition)) entered into in relation to the making of such Applicable Test Date Transaction;

(B)

any sale and purchase agreement, put option or other similar binding agreement in relation to that Applicable Test Date Transaction;

(C)

the Applicable Test Date Transaction occurring; and/or

(viii)

the date that any other relevant transaction to be funded (in whole or part) with such Facility or Indebtedness is committed (unilaterally, conditionally or otherwise), agreed, announced or consummated; and/or

(c)

with respect to the making of any distribution or other Restricted Payment (for the purposes of this paragraph ‎(a) a “Distribution”), at the election of the Company, the most recent Applicable Reporting Date prior to the date on which any applicable Distribution is paid; and/or

(d)

as otherwise determined in accordance with the terms of this Agreement,

and in each case, the Company may revoke and re-make such determination at any time and from time to time, provided that any determination as to whether a Default or Event of Default is continuing with respect to the incurrence of Indebtedness, the making of a Distribution may, at the Company’s option, be determined as at the relevant date set out in paragraphs ‎(b) to ‎(c) above, rather than the Applicable Reporting Date prior thereto.

“Applicable Transaction” means any investment, acquisition, disposition, sale, merger, joint venture, consolidation or other business combination transaction, incurrence, assumption, commitment, issuance, redemption, repayment, repurchase or refinancing of Indebtedness (including an Incremental Facility) and the use of proceeds thereof, any creation of Security, any dividend, distribution or other payment, any disposal or any other transaction for which an Applicable Metric falls to be determined provided that, if any such transaction (the “first transaction”) is being effected in connection with another such transaction (the “second transaction”), the second transaction shall also be an Applicable Transaction with respect to the first transaction.

“Approved List” means the list of Lenders and potential lenders as agreed between the Company and the Original Revolving Facility Lenders and provided to the Agent, on or prior to the Closing Date and held by the Agent as the same may be amended from time to time in accordance with Clause ‎27.4 (Approved List).

“Assignment Agreement” means an agreement substantially in the form set out in Schedule ‎5 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee provided that if that other form does not contain the undertaking contained in the form set out in ‎Schedule ‎5 (Form of Assignment Agreement) it shall not be a Creditor/Agent Accession Undertaking as defined in, and for the purposes of, the Intercreditor Agreement.

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

“Availability Period” means:

(e)

in relation to the Original Revolving Facility, the period from and including the Closing Date to and including: (i) (other than in the case of a Rollover Loan) the date falling 1 Month prior to the Termination Date of the Original Revolving Facility, or (ii) in the case of a Rollover Loan, the Termination Date of the Original Revolving Facility; and

(f)

in relation to any Incremental Facility, the period specified as such in the Incremental Facility Notice relating to that Incremental Facility.

“Available Commitment” means, in relation to a Facility, a Lender’s Commitment under that Facility minus (subject as set out below):

(a)

the Base Currency Amount of its participation in any outstanding Loans under that Facility and, in the case of a Revolving Facility only, the Base Currency Amount of the aggregate of its (and its Affiliate’s) Ancillary Commitments; and

(b)

in relation to any proposed Loan, the Base Currency Amount of its participation in any other Loans that are due to be made under that Facility on or before the proposed Utilisation Date and, in the case of a Revolving Facility only, the Base Currency Amount of its (and its Affiliate’s) Ancillary Commitment in relation to any new Ancillary Facility that is due to be made available on or before the proposed Utilisation Date.

For the purposes of calculating a Lender’s Available Commitment in relation to any proposed Loan under a Revolving Facility only, the following amounts shall not be deducted from that Lender’s Revolving Facility Commitment:

(i)

that Lender’s participation in any Revolving Facility Loans that are due to be repaid or prepaid on or before the proposed Utilisation Date; and

(ii)

that Lender’s (and its Affiliate’s) Ancillary Commitments to the extent that they are due to be reduced or cancelled on or before the proposed Utilisation Date.

“Available Credit Balance” means, in relation to an Ancillary Facility, credit balances on any account of any Borrower of that Ancillary Facility with the Ancillary Lender making available that Ancillary Facility to the extent that those credit balances are freely available to be set off by that Ancillary Lender against liabilities owed to it by that Borrower under that Ancillary Facility.

“Available Facility” means, in relation to a Facility, the aggregate for the time being of each Lender’s Available Commitment in respect of that Facility.

“Bank Levy” means (i) any amount payable by any Finance Party or any of its Affiliates on the basis of, or in relation to its balance sheet or capital base or any part of that person or its liabilities or minimum regulatory capital or any combination thereof (including the UK bank levy as set out in the Finance Act 2011 (as amended), the Dutch bankenbelasting as set out in the Dutch bank levy act (Wet bankenbelasting), the Swedish bank levies as set out in the Swedish Precautionary Support Act (Sw. lag (2015:1017) om förebyggande statligt stöd till kreditinstitut) (as amended) and/or the Swedish act on risk taxes for financial institutes (Sw. lag (2021:1256) om riskskatt för kreditinstitut), the French taxe bancaire de risque systemique as set out in Article 235 ter ZE of the French Tax Code, the French taxe pour le financement du fonds de soutien aux collectivités territoriales as set out by Article 235 ter ZE bis of the French Tax Code, the Spanish bank levy (Impuesto sobre los Depósitos en las Entidades Financieras) as set out in the Law 16/2012 of 27 December 2021 and any other levy or tax in any jurisdiction levied on a similar basis or for a similar purpose, (ii) any financial activities taxes (or other taxes) of a kind contemplated in the European Commission consultation paper on financial sector taxation dated 22 February 2011 or the Single Resolution Mechanism established by EU Regulation n 806/2014 of July 15 2014 and any bank surcharge or banking corporation tax surcharge as set out in Finance (No. 2) Act 2015 and any other surcharge or tax of a similar nature implemented in any other jurisdiction, or (iii) any bank surcharge or banking corporation tax surcharge as set out in Chapter 4 of Part 7A of the United Kingdom Corporation Tax Act 2010 and any other surcharge or tax of a similar nature implemented in any other jurisdiction, in each case which has been enacted or which has been formally announced or proposed as at the date the Lender becomes a Party.

“Base Case Model” means the financial model in agreed form relating to the Group (for these purposes assuming that the Closing Date has occurred) delivered to the Agent pursuant to Clause ‎4.1 (Initial conditions precedent).

“Base Currency” means:

(a)

in relation to the Original Revolving Facility, sterling; and

(b)

in relation to any Incremental Facility, as agreed between the Company and the applicable Incremental Facility Lenders.

“Base Currency Amount” means:

(a)

in relation to a Loan, the amount specified in the Utilisation Request delivered by a Borrower for that Loan (or, if the amount requested is not denominated in the Base Currency, the amount converted into the Base Currency at the rate of exchange specified on the relevant Bloomberg screen (or any other reputable source approved by the Lenders and the Company, in each case acting reasonably) for the purchase of the relevant currency with the Base Currency in the London foreign exchange market at or about 11.00 a.m. on the date the Agent receives the Utilisation Request in accordance with the terms of this Agreement) or such other rate and methodology as agreed between the Company and the Agent (acting on the instructions of the Majority Lenders) each acting reasonably and in good faith; and

(b)

in relation to an Ancillary Commitment, the amount specified as such in the notice delivered to the Agent by the Company pursuant to Clause ‎‎7.2 (Availability) (or, if the amount specified is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is three (3) Business Days before the Ancillary Commencement Date for that Ancillary Facility or, if later, the date the Agent receives the notice of the Ancillary Commitment in accordance with the terms of this Agreement),

as adjusted to reflect any repayment, prepayment, consolidation or division of a Loan, or (as the case may be) cancellation or reduction of an Ancillary Facility.

“Benchmark Rate Change” has the meaning given to that term in paragraph ‎(a) of Clause ‎39.12 (Replacement of Screen Rate).

“Borrower” means

(a)

in the case of a Revolving Facility, any Revolving Facility Borrower;

(b)

in the case of an Ancillary Facility only, any Affiliate of a Borrower that becomes a borrower of that Ancillary Facility with the approval of the relevant Lender pursuant to Clause ‎7.9 (Affiliates of Borrowers); or

(c)

in the case of an Incremental Facility, the relevant Incremental Facility Borrower(s).

“Borrowings” has the meaning given to that term in Clause ‎24.1 (Financial definitions).

“Break Costs” means any amount specified as such in the applicable Reference Rate Terms.

“Budget” means:

(a)

in relation to the period beginning on the Closing Date and ending on 31 December 2025, the Base Case Model to be delivered by the Company to the Agent pursuant to Clause ‎‎4.1 (Initial conditions precedent); and

(b)

in relation to any other period, any budget delivered by the Company to the Agent in respect of that period pursuant to Clause ‎‎23.4 (Budget).

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London and New York; and

(a)

(in relation to any date for payment or purchase of euro) any TARGET Day;

(b)

(in relation to any date for payment or purchase of a currency other than euro) the principal financial centre of the country of that currency; and

(c)

(in relation to:

(i)

the fixing of an interest rate in relation to a Term Rate Loan;

(ii)

any date for payment or purchase of an amount relating to a Compounded Rate Loan; or

(iii)

the determination of the first day or the last day of an Interest Period for a Compounded Rate Loan, or otherwise in relation to the determination of the length of such an Interest Period),

a day which is an Additional Business Day relating to that Loan or Unpaid Sum, (in relation to any date for payment or purchase of a Compounded Rate Currency, or in relation to the determination of the length of an Interest Period or a Lookback Period for an amount in a Compounded Rate Currency), an Additional Business Day relating to that currency,

provided that for the purposes of any Agreed Certain Funds Utilisation and the calculation of the periods in connection with the relevant Agreed Certain Funds Period, “Business Day” shall at the Company’s option in relation to any determination of Business Days, mean any Business Day (or similar term) as defined under the relevant acquisition agreement.

“Capital Expenditure” has the meaning given to that term in Clause ‎‎24.1 (Financial definitions).

“Captive Insurance Subsidiary” means any Restricted Subsidiary that is subject to regulation as an insurance company (or any Restricted Subsidiary thereof).

“Centre of Main Interests” means the “centre of main interests” as such term is used in Article 3(1) of the EU Insolvency Regulation.

“Central Bank Rate” has the meaning given to that term in the applicable Reference Rate Terms.

“Central Bank Rate Adjustment” has the meaning given to that term in the applicable Reference Rate Terms.

“CEO” means the chief executive officer of the Group or, if no chief executive officer is appointed, such other person fulfilling the functions of chief executive officer of the Group.

“Certain Funds Period” means the period commencing on the date of this Agreement to and including 11.59 p.m. on the earliest to occur of:

(a)

the date falling 30 days after the date of this Agreement;

(b)

the Closing Date; and

(c)

30 June 2025,

or in each case such later time and date as agreed by the Original Lenders (each acting reasonably and in good faith).

“Certain Funds Utilisation” means any Loan made or to be made during the Certain Funds Period.

“CFO” means the chief financial officer or finance director of the Group or, if no chief financial officer or finance director is appointed, such other person fulfilling the functions of chief financial officer or finance director of the Group.

“Change of Law” means any change which occurs after the date of this Agreement or, if later, after the date on which the relevant Lender became a Lender pursuant to this Agreement (as applicable) in any law, regulation or treaty (or in the interpretation, administration or application of any law, regulation or treaty) or any published practice or published concession of any relevant tax authority other than a change that occurs pursuant to or in connection with the adoption, ratification, approval or acceptance of the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting of 24 November 2016 in or by any jurisdiction.

“Charged Property” means the assets of Topco and the Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security.

“Clean-Up Period” means:

(a)

in the case of the Group as at the Closing Date, the period commencing on the date of this Agreement and ending on the date falling 90 days after the Closing Date; and

(b)

in the case of any Permitted Acquisition, a period of 90 days from and including the date of completion of the Permitted Acquisition.

“Closing Date” means the date on which the Series B Notes are issued.

“Code” means the US Internal Revenue Code of 1986, as amended.

“Commercial Tort Claim” has the meaning set forth in Article 9 of the UCC.

“Commitment” means an Original Revolving Facility Commitment or an Incremental Facility Commitment.

“Commitment Letter” means the commitment letter dated 26 April 2025 from the Original Lenders to the Successor Company.

“Company” means:

(a)

prior to completion of the Permitted Holding Company Reorganisation, the Original Company; and

(b)

on and from completion of the Permitted Holding Company Reorganisation, the Successor Company.

“Competitor” means:

(a)

any person (or any of its Affiliates or Related Entities) whose business is substantially similar to or in competition with that carried out by any Material Company or the Group as a whole, but excluding any person (or any of its Affiliates) which is a bank, financial institution or trust, fund or other person whose primary business is investing in debt; and

(b)

a private equity sponsor (including any fund which is managed or advised by it) or any of its Affiliates or Related Entities, provided that this shall not include any person whose principal business is investing in debt,

and which (in each case) is:

(i)

acting on the other side of appropriate information barriers implemented or maintained as required by law or regulation from the person that would otherwise constitute a private equity sponsor; and

(ii)

managed and controlled separately from the person that would otherwise constitute a private equity sponsor and has separate personnel responsible for its interests under the Finance Documents, such personnel being independent from the interests of the person, division or desk constituting the private equity sponsor, and no information provided under the Finance Documents is disclosed or otherwise made available to any personnel responsible for the interests of the person, division or desk constituting the private equity sponsor.

“Compliance Certificate” means a certificate substantially in the form set out in Schedule ‎8 (Form of Compliance Certificate).

“Compounded Rate Currency” means:

(a)

Sterling; and

(b)

any currency which is not a Term Rate Currency and in respect of which there are Reference Rate Terms for such currency.

“Compounded Rate Interest Payment” means, in relation to a Compounded Rate Currency, the aggregate amount of interest that:

(a)

relates to a Compounded Rate Loan in that Compounded Rate Currency; and

(b)

has, or is scheduled to become, payable during the applicable Interest Period.

“Compounded Rate Loan” means, in relation to a Compounded Rate Currency, any Loan or, if applicable, Unpaid Sum which is denominated in that Compounded Rate Currency.

“Compounded Rate Supplement” means, in relation to the Daily Non-Cumulative Compounded RFR Rate, a document which:

(a)

is notified by the Company to the Agent and (unless otherwise agreed between the Company and the Majority Lenders) either:

(i)

the Agent has made a Prevailing Market Determination; or

(ii)

no Super Majority Lender Objection has occurred and is continuing; and

(b)

sets out, for that currency, the relevant terms and provisions relating to an alternative benchmark rate, base rate or reference rate (“New Rate”) and setting out any amendment or waiver of the terms of this Agreement or other Finance Documents for that New Rate, including making appropriate adjustments for basis, duration, time and periodicity for determination of that New Rate for any Interest Period and making other consequential and/or incidental changes.

“Compounded Reference Rate” means, in relation to a Compounded Rate Currency, for any applicable RFR Banking Day during the Interest Period of a Compounded Rate Loan in that Compounded Rate Currency, the percentage rate per annum which is the applicable Daily Non-Cumulative Compounded RFR Rate for that RFR Banking Day.

“Confidential Information” means all information relating to the Investors, Topco, any Obligor, the Group, the Finance Documents or a Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or a Facility from either:

(a)

the Investors, Topco, any member of the Group, or any of its or their advisers; or

(b)

another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its or their advisers,

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes:

(i)

information that:

(A)

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause ‎‎40 (Confidential Information); or

(B)

is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its or their advisers; or

(C)

is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs ‎(a) or ‎(b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Investors, the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and

(ii)

any Funding Rate or Reference Bank Quotation.

“Confidentiality Undertaking” means a confidentiality undertaking substantially in a recommended form of the LMA or in any other form agreed between the Company and the Agent capable of being relied upon by the Company without requiring its signature and that cannot be materially amended without the consent of the Company.

“Consolidated Total Assets” means, as to any Person, at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption “total assets” (or any like caption) on a consolidated balance sheet of the applicable Person at such date.

“Daily Non-Cumulative Compounded RFR Rate” means, in relation to any applicable RFR Banking Day during an Interest Period for a Compounded Rate Loan in a Compounded Rate Currency, (i) (in the case of Sterling) the percentage rate per annum determined by the Agent (or by any other Finance Party which agrees with the Company to determine that rate in place of the Agent) in accordance with the methodology set out in Schedule ‎19 (Daily Non-Cumulative Compounded RFR Rate)); or the latest Reference Rate Terms in relation thereto then in effect; or (ii) (in the case of any other Compounded Rate Currency) determined by the relevant person and in accordance with the relevant methodology as set out in the applicable latest Reference Rate Terms then in effect.

“Daily Rate” means the rate specified as such in the applicable Reference Rate Terms.

“Debt Purchase Transaction” means, in relation to a person, a transaction where such person:

(a)

purchases by way of assignment or transfer;

(b)

enters into any sub-participation in respect of; or

(c)

enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of,

any Commitment or amount outstanding under this Agreement.

“Declared Default” means:

(a)

a notice being served by the Agent (acting on the instructions of the Majority Lenders) in accordance with paragraphs ‎(b) or ‎(d) of Clause ‎26.15 (Acceleration) or any automatic acceleration pursuant to Clause ‎26.15 (Acceleration) following the occurrence of an Event of Default which is continuing unless such notice has been withdrawn or otherwise ceased to have effect; or

(b)

a notice being served by the Agent (acting on the instructions of the Majority Super Senior Facility Lenders) in accordance with paragraphs (b)(ii) or (b)(iv) of Clause ‎26.16 (Super Senior Acceleration) following the occurrence of a Material Event of Default which is continuing unless such notice has been withdrawn or otherwise ceased to have effect.

“Default” means an Event of Default or any event or circumstance specified in Clause ‎‎26 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default provided that (i) any such event or circumstance which requires any determination as to materiality to be made before it may become an Event of Default shall not be a Default until such determination is made and (ii) if subject to a materiality condition or threshold shall not constitute a default until such time as the relevant materiality condition or threshold in respect of that event or circumstance has been met or exceeded (as appropriate).

“Defaulting Lender” means any Lender (other than a Lender which is an Investor Affiliate):

(a)

which has failed to make its participation in a Loan available (or has notified the Agent or the Company (which has notified the Agent) that it will not make its participation in a Loan available) by the Utilisation Date of that Loan in accordance with Clause ‎‎5.4 (Lenders’ participation);

(b)

which has otherwise disaffirmed, rescinded or repudiated a Finance Document;

(c)

with respect to which (or any Holding Company of which) an Insolvency Event has occurred and is continuing;

(d)

which is a Non-Consenting Lender and which has failed to assist with any step required or desirable to implement the Company’s right to prepay that Non-Consenting Lender or to replace that Non-Consenting Lender pursuant to and as contemplated by Clause ‎39.8 (Replacement of Lender) within three (3) Business Days of a request to do so by the Company;

(e)

which is a Non-Consenting Defaulting Lender (as defined in paragraph ‎(b) of Clause ‎39.7 (Excluded Commitments)); or

(f)

which is a Sanctioned Party,

unless, in the case of paragraph ‎(a) above:

(i)

its failure to pay is caused by:

(A)

administrative or technical error; or

(B)

a Disruption Event, and

payment is made within five (5) Business Days of its due date; or

(ii)

the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

“Delegate” means any delegate, agent, attorney or co-trustee appointed by the Security Agent.

“Designated Gross Amount” means the amount notified by the Company to the Agent upon the establishment of a Multi-account Overdraft as being the maximum amount of Gross Outstandings that will, at any time, be outstanding under that Multi-account Overdraft.

“Designated Net Amount” means the amount notified by the Company to the Agent upon the establishment of a Multi-account Overdraft as being the maximum amount of Net Outstandings that will, at any time, be outstanding under that Multi-account Overdraft.

“Disqualified Lender” means:

(a)

a Competitor;

(b)

any person that is (or upon becoming a Lender, would be) a Defaulting Lender;

(c)

any person which is a Sanctioned Person;

(d)

any Lender acting through a Non-Cooperative Jurisdiction; and/or

(e)

a Loan to Own/Distressed Investor.

“Disruption Event” means either or both of:

(a)

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facilities (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b)

the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i)

from performing its payment obligations under the Finance Documents; or

(ii)

from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

“EBITDA Cure” has the meaning given to that term in Clause ‎24.4 (Equity Cure).

“Equity Cure” has the meaning given to that term in paragraph ‎(a) of Clause ‎24.4 (Equity Cure).

“EU” means the European Union.

“EU Insolvency Regulation” means The Regulation (EU) No. 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast).

“EUWA 2018” means the European Union (Withdrawal) Act 2018.

“Event of Default” means any event or circumstance specified as such in Clause ‎26 (Events of Default).

“Excess Cash Flow” has the meaning given to that term in Clause ‎24.1 (Financial definitions).

“Excluded Assets” means

(a)

in the case of any Obligor (other than a U.S. Obligor), any assets or property of, or held by, or relating to, such Obligor which, in each case do not fall within the assets or property expressly contemplated under the definition of the “Overriding Principle” (as defined in the Agreed Security Principles) or which are otherwise excluded in accordance with the Agreed Security Principles; and

(b)

in the case of any U.S. Obligor, each of the following:

(i)

any asset (including any General Intangibles and any contract, instrument, lease, license, permit, agreement or other document, or any property or other right subject thereto (including pursuant to a purchase money security interest, capital lease or similar arrangement or, in the case of after-acquired property, pre-existing secured Indebtedness not incurred in anticipation of the acquisition by the Obligor of such property)) the grant or perfection of a security interest in which would:

(A)

constitute a violation of a restriction in favor of a third party (other than an Obligor) or result in the abandonment, invalidation or unenforceability of any right or assets of the relevant Obligor;

(B)

result in a breach, termination (or a right of termination) or default under any such contract, instrument, lease, license, permit, agreement or other document (including pursuant to any “change of control” or similar provision) (there being no requirement pursuant to any Finance Document to obtain any consent in respect thereof from any Person that is not also an Obligor); or

(C)

permit any Person (other than any Obligor) to amend any rights, benefits and/or obligations of the relevant Obligor or Restricted Subsidiary in respect of such relevant asset or permit such Person to require any Obligor or any subsidiary of Topco to take any action materially adverse to the interests of such subsidiary or Obligor,

provided, however, that any such asset will only constitute an Excluded Asset under sub-paragraphs (A), (B) or (C) above to the extent such violation or breach, termination (or right of termination), default or right to amend would not be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any Relevant Jurisdiction or any other applicable law, provided, further, that any such asset shall cease to constitute an Excluded Asset at such time as the condition causing such violation, breach, termination (or right of termination) or default or right to amend or require other actions no longer exists and to the extent severable, the security interest granted under the applicable Security Document shall attach immediately to any portion of such General Intangible or other right that does not result in any of the consequences specified in sub-paragraphs (A) to (C) above;

(ii)

the Capital Stock of any:

(A)

Captive Insurance Subsidiary;

(B)

broker-dealer subsidiary; and/or

(C)

not-for-profit subsidiary;

(iii)

any intent-to-use (or similar) trademark application prior to the filing of a “Statement of Use”, “Amendment to Allege Use” or similar filing with respect thereto, only to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein may impair the validity or enforceability, or result in the voiding of, such intent-to-use trademark application or any registration issuing therefrom under applicable law;

(iv)

any asset or property (including Capital Stock), the grant or perfection of a security interest in which would:

(A)

require any governmental or regulatory consent, approval, license or authorization (there being no requirement under any Finance Document to obtain the consent, approval, license or authorization of any Governmental Authority or other Person (other than any Obligor), including, without limitation, no requirement to comply with the Federal Assignment of Claims Act or any similar statute);

(B)

be prohibited or restricted by applicable law (including enforceable anti-assignment provisions of applicable law), except, in the case of sub-paragraphs (A) and (C), to the extent such prohibition would be rendered ineffective under applicable anti-assignment provisions of the UCC of any Relevant Jurisdiction notwithstanding such prohibition;

(C)

trigger termination of any contract pursuant to a “change of control” or similar provision;

(D)

result in material adverse tax or regulatory consequences to any Obligor or any of its subsidiaries or Parent Entities as determined by the Company in good faith;

(v)

(A)

except to the extent a security interest therein can be perfected by the filing of an “all-assets” UCC-1 financing statement, any leasehold interest; and

(B)

any real property or real property interest;

(vi)

any Capital Stock of any Person that is not a Wholly-Owned Subsidiary or that is an Immaterial Subsidiary;

(vii)

any Margin Stock;

(viii)

the Capital Stock of any Restricted Subsidiary that is a CFC or a FSHCO, in each case other than 65% of the issued and outstanding voting Capital Stock (and 100% of the issued and outstanding non-voting Capital Stock) of such Restricted Subsidiary to the extent it is not a direct or indirect subsidiary of a CFC or FSHCO;

(ix)

any assets of a CFC, FSHCO or a subsidiary of a CFC or a FSHCO (including any CFC or FSHCO equity interests held directly or indirectly by CFC or FSHCO);

(x)

any Letter-of-Credit-Right (other than to the extent a security interest in such Letter-of-Credit-Right can be perfected solely by filing an “all-assets” UCC financing statement) and all Commercial Tort Claims;

(xi)

any deposit account or commodity or securities account (including any securities entitlement and any related asset) (except to the extent a security interest therein can be perfected through the filing of an “all assets” UCC financing statement or automatically without need for other action), it being understood that this paragraph (x) does not apply to identifiable proceeds of other Collateral a security interest in which can be perfected through the filing of an “all-assets” UCC financing statement or automatically without need for other action;

(xii)

any motor vehicle, airplane or other asset subject to a certificate of title (other than to the extent a Lien therein can be perfected by filing an “all assets” UCC financing statement and without the requirement to list any VIN, serial or similar number);

(xiii)

any governmental or regulatory license or state or local franchise, charter, consent, permit or authorization to the extent the granting of a security interest therein is prohibited or restricted thereby or by applicable law; provided, however, that any such asset will only constitute an Excluded Asset under this paragraph (xii) to the extent such prohibition or restriction would not be rendered ineffective pursuant to applicable anti-assignment provisions of the UCC of any Relevant Jurisdiction;

(xiv)

Receivables Assets sold or otherwise transferred to a Receivables Subsidiary or otherwise pledged, transferred or sold in connection with a Receivables Financing, factoring transaction or any similar arrangement permitted hereunder; and

(xv)

any asset with respect to which the Agent and the relevant Obligor have determined in good faith that the cost, burden, difficulty or consequence (including any effect on the ability of the relevant Obligor to conduct its operations and business in the ordinary course of business) of obtaining or perfecting a security interest therein outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby.

“Excluded Jurisdiction” has the meaning given to that term in the Agreed Security Principles.

“Excluded Lender” has the meaning given to that term in Clause ‎39.7 (Excluded Commitments).

“Existing Group Debt” means:

(a)

the £235,000,000 senior secured notes due 1 June 2026 and issued by the Original Borrower; and

(b)

the revolving credit agreement with a total principal committed amount of £20,000,000 and entered into by, among others, the Original Borrower and Barclays Bank PLC.

“Existing Lender” has the meaning given to that term in Clause ‎27 (Changes to the Lenders).

“Exit” has the meaning given to that term in Clause ‎10 (Mandatory prepayment and cancellation).

“Facility” means a Term Facility or a Revolving Facility.

“Facility Office” means:

(a)

in respect of a Lender, the office or offices notified by that Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five (5) Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement; or

(b)

in respect of any other Finance Party, the office in the jurisdiction in which it is resident for tax purposes.

“FATCA” means:

(a)

sections 1471 to 1474 (or any successor thereto) of the Code or any associated regulations, or other official guidance (or any amended or successor version thereto that is substantially comparable);

(b)

any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph ‎(a) above; or

(c)

any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs ‎(a) or ‎(b) above with the IRS, the US government or any governmental or taxation authority in any other jurisdiction.

“FATCA Application Date” means:

(a)

in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US for U.S. federal income tax purposes), 1 July 2014;

(b)

in relation to a “withholdable payment” described in section 1473(1)(A)(ii) of the Code, (which relates to “gross proceeds” from the disposition of property of a type that can produce interest from sources within the US), the first date from which such payment may become subject to a deduction or withholding required by FATCA, or

(c)

in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraph ‎(a) or ‎(b) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA,

or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a result of any change in FATCA after the date of this Agreement.

“FATCA Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA.

“FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.

“Federal Assignment of Claims Act” means the Federal Assignment of Claims Act (41 U.S.C. § 15).

“Fee Letter” means:

(a)

the upfront fee letter dated 26 April 2025 between the Original Lenders and the Successor Company in respect of the Original Revolving Facility (the “ Upfront Fee Letter”);

(b)

any agreement setting out fees payable to the Agent and/or Security Agent;

(c)

any agreement setting out fees payable to a Finance Party referred to in paragraph ‎‎(e) of Clause ‎2.3 (Increase) or Clause ‎‎15.4 (Interest, commission and fees on Ancillary Facilities) or under any other Finance Document; and

(d)

any agreement setting out fees payable in respect of an Incremental Facility referred to in Clause ‎2.2 (Incremental Facilities).

“Finance Document” means this Agreement, any Accession Deed, any Ancillary Document, any Compliance Certificate, any Fee Letter, any Incremental Facility Notice, the Intercreditor Agreement, any Resignation Letter, any Debt Transfer Notice, any Selection Notice, any Reference Rate Supplement, any Latest Compounded Rate Supplement, any Transaction Security Document, any Utilisation Request and any other document designated as a “Finance Document” by the Agent and the Company.

“Finance Party” means the Agent, the Original Lenders, the Security Agent, a Lender, or any Ancillary Lender.

“Financial Covenant” has the meaning given to that term in Clause ‎24 (Financial covenant).

“Financial Quarter” has the meaning given to that term in Clause ‎‎24.1 (Financial definitions).

“Financial Statements” means the Annual Financial Statements and the Quarterly Financial Statements.

“Financial Year” has the meaning given to that term in Clause ‎24.1 (Financial definitions).

“Fraudulent Transfer Law” means any applicable U.S. Bankruptcy Law (including, without limitation, Section 548 of Title 11 of the United States Bankruptcy Code) or any U.S. state fraudulent transfer or conveyance statute and any related case law, and terms used in Clause ‎21.13 (U.S. limitation) are to be construed in accordance with the Fraudulent Transfer Laws.

“Funding Rate” means any individual rate notified by a Lender to the Agent pursuant to Clause ‎14.5 (Cost of funds).

“Funds Flow Statement” means the funds flow statement relating to the Transaction which is delivered to the Agent pursuant to Clause ‎4.1 (Initial conditions precedent).

“General Intangibles” means “General Intangibles” as defined in Article 9 of the UCC.

“Gross Outstandings” means, in relation to a Multi-account Overdraft, the Ancillary Outstandings of that Multi-account Overdraft but calculated on the basis that the words “(net of any Available Credit Balance)” in paragraph ‎(a) of the definition of “Ancillary Outstandings” were deleted.

“Group” means the Company and each of its Subsidiaries for the time being.

“Guarantee Limitations” means, in respect of any Obligor and any payments such Obligor is required to make in its capacity as a guarantor or as the provider of an indemnity or as debtor of costs or disbursements or with respect to any other payment obligation under this Agreement or any other Finance Document, the limitations and restrictions applicable to such person pursuant to Clause ‎21.11 (Guarantee Limitations) to Clause 21.13 (Additional Guarantee Limitations) (inclusive) and the relevant Accession Deed applicable to such Additional Guarantor.

“Guarantor” means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause ‎29 (Changes to the Obligors).

“Guarantor Coverage Test” means confirmation that the aggregate (without double counting) earnings before interest, tax, depreciation and amortisation (calculated on a last 12 months basis on the same basis as Consolidated EBITDA but taking each entity on an unconsolidated basis and excluding goodwill, all intra-Group items and investments in Subsidiaries of any member of the Group) (“ebitda”) of the members of the Group which are Guarantors equals or exceeds 85 per cent. of Consolidated EBITDA of the Group, provided that, for the purposes of calculating the Guarantor Coverage Test only:

(a)

to the extent any Guarantor generates negative ebitda, such Guarantor shall be deemed to have zero ebitda, for the purpose of calculating the numerator of the Guarantor Coverage Test; and

(b)

unless otherwise elected by the Company:

(i)

any Non-Obligor (x) that is not capable of becoming a Guarantor in accordance with the Agreed Security Principles; or (y) that is unable (taking into account the effect of any Guarantee Limitations applicable to it or corporate benefit constraints applicable to it including those under this Agreement) to effectively guarantee the obligations of the other Obligors, shall be disregarded from the numerator and denominator of such calculation; and

(ii)

any member of the Group which is incorporated in an Excluded Jurisdiction shall not be required to accede as a Guarantor and shall be disregarded from the numerator and denominator of the Guarantor Coverage Test.

“Hedge Counterparty” means any person which has become a party to the Intercreditor Agreement as a Hedge Counterparty in accordance with the provisions of the Intercreditor Agreement and has entered into a Hedging Agreement with a member of the Group.

“Hedging Agreement” means any master agreement, confirmation, schedule or other agreement entered into or to be entered into by a member of the Group and a Hedge Counterparty:

(a)

for the purpose of hedging the interest rate liabilities and/or the exchange rate risks of members of the Group in relation to the Facilities, any Incremental Facility or other Indebtedness permitted pursuant to this Agreement; or

(b)

in respect of (i) interest rate hedging transactions in the ordinary course of business, (ii) spot and forward foreign exchange hedging transactions and (iii) other hedging transactions, in each case to the extent entered into for non-speculative purposes and in the ordinary course of business.

“Holding Company” means, in relation to a person, any other person in respect of which it is a Subsidiary.

“Immaterial Subsidiary” means, as of any date, any Restricted Subsidiary (a) that does not have assets in excess of 2.5% of Consolidated Total Assets of the Group and (b) that does not contribute Consolidated EBITDA in excess of 2.5% of the Consolidated EBITDA of the Group, in each case, for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which internal consolidated financial statements of the Company are available, provided that, the Consolidated Total Assets and Consolidated Adjusted EBITDA (as so determined) of all Immaterial Subsidiaries shall not exceed 5.0% of Consolidated Total Assets and 5.0% of Consolidated EBITDA, in each case, of Group for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which internal consolidated financial statements of the Company are available.

“Impaired Agent” means the Agent at any time when:

(a)

it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

(b)

the Agent otherwise rescinds or repudiates a Finance Document;

(c)

(if the Agent is also a Lender) it is a Defaulting Lender under paragraph ‎(a) or ‎(b) of the definition of “Defaulting Lender”; or

(d)

an Insolvency Event has occurred and is continuing with respect to the Agent;

unless, in the case of paragraph ‎(a) above:

(i)

its failure to pay is caused by:

(A)

administrative or technical error; or

(B)

a Disruption Event; and

payment is made within three (3) Business Days of its due date; or

(ii)

the Agent is disputing in good faith whether it is contractually obliged to make the payment in question.

“Increase Confirmation” means a confirmation substantially in the form set out in Schedule ‎11 (Form of Increase Confirmation).

“Increase Lender” has the meaning given to that term in paragraph (a)(ii) of Clause ‎2.3 (Increase).

“Increased Costs Lender” is a Lender to whom any Obligor becomes obligated to pay any amount pursuant to Clause ‎9.1 (Illegality), Clause ‎‎16.2 (Tax gross-up), Clause ‎‎16.3 (Tax indemnity) or Clause ‎‎17.1 (Increased costs).

“Incremental Facility” means one or more additional facilities which are documented under this Agreement as described in Clause ‎2.2 (Incremental Facilities) including as new or existing facility commitment(s) and/or as an additional tranche or class of, or an increase of, or an extension of, any existing Facility (including, in each case, term or revolving facilities) and including any Incremental Term Facility and any Incremental Revolving Facility.

“Incremental Facility Borrower” means:

(a)

any member of the Group which is specified as a borrower under an Incremental Facility in an Incremental Facility Notice and which:

(i)

is an existing Borrower; or

(ii)

is an Additional Borrower; or

(b)

any member of the Group which accedes as an Additional Borrower under an Incremental Facility,

in each case, unless it has ceased to be a Borrower in accordance with Clause ‎29 (Changes to the Obligors).

“Incremental Facility Commencement Date” means the date specified as the Incremental Facility Commencement Date in the Incremental Facility Notice relating to that Incremental Facility.

“Incremental Facility Commitment” means:

(a)

in relation to a Lender which is an Incremental Facility Lender, the amount in the Base Currency set opposite its name under the heading “Incremental Facility Commitment” in the relevant Incremental Facility Notice and the amount of any other Incremental Facility Commitment relating to the relevant Incremental Facility transferred to it under this Agreement or assumed by it in accordance with Clause ‎2.3 (Increase); and

(b)

in relation to an Incremental Facility and any other Lender, the amount in the Base Currency of any Incremental Facility Commitment relating to that Incremental Facility transferred to it under this Agreement or assumed by it in accordance with Clause ‎2.3 (Increase),

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Incremental Facility Lender” means, in relation to an Incremental Facility, any person which is listed as such in the relevant Incremental Facility Notice.

“Incremental Facility Lender Certificate” means a document substantially in the form set out in Schedule ‎14 (Form of Incremental Facility Lender Certificate).

“Incremental Facility Loan” means an Incremental Term Facility Loan or an Incremental Revolving Facility Loan.

“Incremental Facility Majority Lenders” means, in relation to an Incremental Facility, a Lender or Lenders whose Incremental Facility Commitments relating to that Incremental Facility aggregate more than 50 per cent. of the Total Incremental Facility Commitments relating to that Incremental Facility (or, if those Total Incremental Facility Commitments have been reduced to zero, aggregated more than 50 per cent. of those Total Incremental Facility Commitments immediately prior to that reduction).

“Incremental Facility Notice” means a notice substantially in the form set out in Schedule ‎13 (Form of Incremental Facility Notice) (or any other form agreed between the Agent (acting on the instructions of the relevant Incremental Facility Lenders) and the Company (each acting reasonably)) delivered by the Company to the Agent in accordance with Clause ‎2.2 (Incremental Facilities).

“Incremental Facility Terms” means the terms set out in paragraph ‎4 of Schedule ‎13 (Form of Incremental Facility Notice).

“Incremental Notes” has the meaning given to that term in the Notes Purchase Agreement.

“Incremental Revolving Facility Borrower” means:

(a)

any member of the Group which is specified as a borrower under an Incremental Revolving Facility in the applicable Incremental Facility Notice and which is a Borrower under this Agreement; and

(b)

any other member of the Group which accedes as a Borrower under the applicable Incremental Revolving Facility in accordance with Clause ‎29 (Changes to the Obligors), unless, in each case, it has ceased to be a Borrower under the applicable Incremental Revolving Facility in accordance with Clause ‎29 (Changes to the Obligors).

“Incremental Revolving Facility Commitment” means:

(a)

in relation to an Incremental Revolving Facility Lender, the amount set out in each Incremental Facility Notice signed by that Incremental Revolving Facility Lender and the amount of any other Incremental Revolving Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause ‎2.3 (Increase); and

(b)

in relation to any other Lender, the amount of any Incremental Revolving Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause ‎2.3 (Increase), to the extent:

(i)

not cancelled, reduced or transferred by it under this Agreement; or

(ii)

not deemed to be zero pursuant to Clause ‎28 (Debt Purchase Transactions).

“Incremental Senior Facility” means an Incremental Facility that is designated as an “Incremental Senior Facility” in an Incremental Facility Notice.

“Incremental Senior Facility Loan” means a loan made or to be made under an Incremental Senior Facility or the principal amount outstanding for the time being of that loan (including any amount which is outstanding prior to the Incremental Facility Commencement Date).

“Incremental Revolving Facility Lender” means any Lender or other bank, financial institution, fund, entity or other person which signs an Incremental Facility Notice and confirms its willingness to provide all or a part of an Incremental Revolving Facility.

“Incremental Revolving Facility” means an Incremental Facility that is a revolving facility designated as an “Incremental Revolving Facility” in an Incremental Facility Notice.

“Incremental Revolving Facility Loan” means a revolving loan made or to be made under an Incremental Revolving Facility or the principal amount outstanding for the time being of that loan (including any amount which is outstanding prior to the Incremental Facility Commencement Date).

“Incremental Super Senior Facility” means an Incremental Facility that is designated as an “Incremental Super Senior Facility” in an Incremental Facility Notice.

“Incremental Super Senior Facility Loan” means a loan made or to be made under an Incremental Super Senior Facility or the principal amount outstanding for the time being of that loan (including any amount which is outstanding prior to the Incremental Facility Commencement Date).

“Incremental Term Facility” means a term loan facility designated as an “Incremental Term Facility” in an Incremental Facility Notice.

“Incremental Term Facility Loan” means a loan made or to be made under an Incremental Term Facility or the principal amount outstanding for the time being of that loan (including any amount which is outstanding prior to the Incremental Facility Commencement Date).

“Insolvency Event” in relation to a person means that the person:

(a)

is dissolved (other than pursuant to a consolidation, amalgamation or merger);

(b)

becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

(c)

makes a general assignment, arrangement or composition with or for the benefit of its creditors;

(d)

institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

(e)

has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person not described in paragraph ‎(d) above and:

(i)

results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

(ii)

is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;

(f)

has exercised in respect of it one or more of the stabilisation powers pursuant to Part 1 of the Banking Act 2009 and/or has instituted against it a bank insolvency proceeding pursuant to Part 2 of the Banking Act 2009 or a bank administration proceeding pursuant to Part 3 of the Banking Act 2009;

(g)

has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

(h)

seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made, or is made, by a person described in paragraph ‎(d) above);

(i)

has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within thirty (30) days thereafter;

(j)

causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs ‎(a) to ‎(i) above; or

(k)

takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

“Intellectual Property” means:

(a)

any patents, trade marks, service marks, designs, business names, copyrights, database rights, design rights, domain names, moral rights, inventions, confidential information, knowhow and other intellectual property rights and interests (which may now or in the future subsist), whether registered or unregistered; and

(b)

the benefit of all applications and rights to use such assets of each Obligor (which may now or in the future subsist).

“Intercreditor Agreement” means the intercreditor agreement dated on or around the date of this Agreement and made between, among others, Topco, the Successor Company, the Original Lenders, the Agent, the Security Agent and the Lenders.

“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause ‎13 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause ‎‎12.4 (Default interest).

“Interpolated Primary Term Rate” means, the rate (rounded to the same number of decimal places as the two relevant Primary Term Rates) which results from interpolating on a linear basis between:

(a)

in relation to a Term Rate Loan that is not a USD Term Rate Loan:

(i)

the applicable Primary Term Rate for the longest period (for which that Primary Term Rate is available) which is less than the Interest Period of that Loan; and

(ii)

the applicable Primary Term Rate for the shortest period (for which that Primary Term Rate is available) which exceeds the Interest Period of that Loan; and

(b)

in relation to a USD Term Rate Loan:

(i)

either:

(A)

the most recent applicable Primary Term Rate for the longest period (for which that Primary Term Rate is available) which is less than the Interest Period of that Loan; or

(B)

if no such Primary Term Rate is available for a period which is less than the Interest Period of that USD Term Rate Loan, SOFR for a day which is two US Government Securities Business Days before the Quotation Day; and

(ii)

the applicable Primary Term Rate for the shortest period (for which that Primary Term Rate is available) which exceeds the Interest Period of that Loan,

each as of the Quotation Time.

“Investment Company” has the meaning given to it in the U.S. Investment Company Act of 1940, as amended.

“Investor Affiliate” means (a) any Investor and each of its Affiliates, (b) any sponsor, limited partnerships or entities managed or advised by an Investor or any of its Affiliates, (c) any trust of an Investor or any of its Affiliates or in respect of which any such persons are a trustee, (d) any partnership of an Investor or any of its Affiliates or in respect of which any such persons are a partner and (e) any trust, fund or other person which is managed by, or is under the control of, an Investor or any of its Affiliates, but excluding (in each case) (i) any fund or person that is affiliated with or managed and/or advised by any Investor where the principal business of such affiliated fund or person is investing in debt and (ii) any member of the Group. “Investor Affiliate” shall include all parties acting in concert with the Investors (and their Affiliates and direct and indirect Subsidiaries) and all shareholders (direct or indirect) in the Company from time to time.

“Investors” means any person holding (directly or indirectly) any issued share capital of the Company from time to time.

“IP completion day” has the meaning given to that term in the European Union (Withdrawal Agreement) Act 2020.

“IRS” means the U.S. Internal Revenue Service.

“Joint Venture” means any joint venture entity or similar arrangement, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other person.

“Latest Compounded Rate Supplement” means, in relation to a currency, the most recent Compounded Rate Supplement (if any) for which the condition in paragraph ‎(a) of the definition of “Compounded Rate Supplement” in relation to such currency is satisfied.

“Legal Opinion” means any legal opinion delivered to the Agent under Clause ‎‎4.1 (Initial conditions precedent) or Clause ‎‎29 (Changes to the Obligors).

“Legal Reservations” means:

(a)

the principle that certain remedies (including equitable remedies and remedies that are analogous to equitable remedies in the applicable jurisdiction) may be granted or refused at the discretion of the court, the principles of reasonableness and fairness, the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration, examinership and other laws generally affecting the rights of creditors and secured creditors and similar principles or limitations under the laws of any applicable jurisdiction;

(b)

the time barring of claims under applicable limitation laws (including the Limitation Acts) and defences of acquiescence, set off or counterclaim and the possibility that an undertaking to assume liability for or to indemnify a person against non-payment of stamp duty may be void and defences of set-off, counterclaim or acquiescence and similar principles or limitations under the laws of any applicable jurisdiction;

(c)

the principle that in certain circumstances Security granted by way of fixed charge may be recharacterised as a floating charge or that Security purported to be constituted by an assignment may be recharacterised as a charge;

(d)

the principle that any provision for the payment of compensation or additional or default interest imposed pursuant to any relevant agreement may be held to be unenforceable on the grounds that it is a penalty and thus void;

(e)

the principle that an English court may not give effect to a provision dealing with the cost of litigation where the litigation is unsuccessful or the court itself has made an order for costs;

(f)

the principle that the creation or purported creation of Security over:

(i)

any asset not beneficially owned by the relevant charging company at the date of the relevant security document; or

(ii)

any contract or agreement which is subject to a prohibition on transfer, assignment or charging,

may be void, ineffective or invalid and may give rise to a breach of the contract or agreement over which such security has been granted or purported to be granted;

(g)

the possibility that a court may strike out a provision of a contract from rescission or oppression, undue influence or similar reason;

(h)

the principle that a court may not give effect to any parallel debt provisions, covenants to pay the Security Agent or other similar provisions;

(i)

the principle that in certain circumstances pre-existing Security purporting to secure an Incremental Facility, further advances or any Facility following a Structural Adjustment may be void, ineffective, invalid or unenforceable;

(j)

the principle that the legality, validity, binding nature or enforceability of any Transaction Security which is not governed by the laws of the jurisdiction where the asset or assets purported to be secured under the relevant Transaction Security Document is situated may be flawed;

(k)

the principle that an English court may not give effect to an indemnity relating to UK stamp duty;

(l)

the principle that additional interest imposed pursuant to any relevant agreement may be held to be unenforceable on the grounds that it is a penalty and thus void;

(m)

the principle that a court may not give effect to an indemnity for legal costs incurred by an unsuccessful litigant;

(n)

the principle that the creation or purported creation of Security over any contract or agreement which is subject to a prohibition on transfer, assignment or charging may be void, ineffective or invalid and may give rise to a breach of the contract or agreement over which Security has purportedly been created;

(o)

the principle that under Luxembourg law, a contractual provision allowing the service of process, against a Luxembourg company, to a service agent could be overridden by Luxembourg statutory provisions allowing the valid service of process against the company in accordance with applicable laws at it registered office;

(p)

the principles of private and procedural laws of the Relevant Jurisdiction which affect the enforcement of a foreign court judgment;

(q)

similar principles, rights and defences under the laws of any Relevant Jurisdiction; and

(r)

any other matters which are set out as qualifications or reservations as to matters of law of general application in the Legal Opinions.

“Lender” means:

(a)

any Original Lender; and

(b)

any bank, financial institution, trust, fund or other person which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets which has become a Party as a Lender in accordance with Clauses ‎2.2 (Incremental Facilities), ‎2.3 (Increase) or Clause ‎27 (Changes to the Lenders),

which in each case has not ceased to be a Lender in accordance with the terms of this Agreement and provided that (among other things as provided by this Agreement) upon (i) termination in full of all Commitments of any Lender in relation to any Facility and (ii) payment in full of all amounts which then are due and payable to such Lender under that Facility, such Lender shall not be regarded as a Lender for that Facility for the purpose of determining whether any provision which requires consultation, consent, agreement or vote with any Lender (or any class thereof) has been complied with.

“Letter-of-Credit Right” has the meaning set forth in Article 9 of the UCC.

“Limitation Acts” means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984.

“Listing” means the listing or the admission to trading of all or any part of the share capital of any member of the Group or any Holding Company of a member of the Group on any recognised investment exchange (as that term is used in the Financial Services and Markets Act 2000) or in or on any other exchange or market in any jurisdiction or country or any other sale or issue by way of listing, flotation or public offering or any equivalent circumstances in relation to any member of the Group or any Holding Company of any member of the Group in any jurisdiction or country.

“LMA” means the Loan Market Association.

“Loan” means a Term Loan or a Revolving Facility Loan.

“Loan to Own/Distressed Investor” means any person (a “Relevant Person”) or Affiliate or Related Entity thereof, including an Affiliate or a Related Entity of a Lender, whose principal business or material activity is:

(a)

investing in distressed debt or the purchase of loans or other debt securities or instruments, in each case, with the intention of (or view to) owning the equity or gaining control of a business (directly or indirectly);

(b)

investing in equity and/or acquiring control of, or an equity stake in, a business (directly or indirectly); and/or

(c)

exploiting holdout or blocking positions,

provided that:

(i)

an Original Lender;

(ii)

any Affiliate or Related Entity of a Relevant Person which is a financial institution authorised by a financial services regulator to carry out the business of banking (so long as the Affiliate or Related Entity with whom the relevant assignment or transfer is conducted is managed and controlled independently to any entity, division or desk whose principal business or material activity is in investment strategies whose primary purpose meets any of the criteria referred to in paragraphs (a) to (c) above); and

(iii)

any person whose principal business is investing in debt where an assignment or transfer is conducted with a person which: (A) is acting on the other side of appropriate information barriers implemented or maintained from the Relevant Person; and (B) is managed and controlled separately from the Relevant Person and has separate personnel responsible for its interests under the Finance Documents, such personnel being independent from the interests of the entity, division or desk described in paragraphs (a) to (c) above, and no information provided under the Finance Documents is disclosed or otherwise made available to any personnel responsible for the interests described in paragraphs (a) to (c) above,

shall not, in each case, be a Loan to Own/Distressed Investor.

“Lookback Period” means the number of days specified as such in the applicable Reference Rate Terms.

“Major Event of Default” means any event or circumstances constituting an Event of Default that is continuing under any of:

(a)

Clause ‎26.1 (Non-payment)

(b)

Clause ‎26.3 (Other obligations) insofar as it relates to a breach of a Major Undertaking in any material respect;

(c)

Clause ‎26.4 (Misrepresentation) insofar as it relates to a breach of any Major Representation in any material respect;

(d)

Clause ‎26.6 (Insolvency);

(e)

Clause ‎26.7 (Insolvency proceedings);

(f)

Clause ‎26.9 (Unlawfulness and invalidity); and

(g)

Clause ‎26.11 (Repudiation and rescission of agreements),

in each case as it relates to:

(i)

a Certain Funds Utilisation, Topco and the Original Obligors only (excluding: (x) any procurement obligations on the part of Topco or an Original Obligor with respect to any other member of the Group; and (y) any failure to comply, breach or Default by or resulting from (in whole or in part) the actions of any other member of the Group); and

(ii)

in the case of any Agreed Certain Funds Transaction or an Agreed Certain Funds Utilisation, the Agreed Certain Funds Obligor(s) (excluding: (x) any procurement obligations on the part of any Agreed Certain Funds Obligor with respect to any other member of the Group (including any target group); and (y) any failure to comply, breach or Default by or resulting from (in whole or in part) the actions of any other member of the Group).

“Major Representation” means a representation or warranty under any of:

(a)

Clause ‎22.2 (Status);

(b)

Clause ‎22.3 (Power and authority);

(c)

Clause ‎22.4 (Non-conflict with other obligations);

(d)

Clause ‎22.5 (Binding obligations);

(e)

Clause ‎22.6 (Validity and admissibility in evidence); or

(f)

paragraph (a)(i) of Clause ‎22.25 (Sanctions),

in each case as it relates to:

(i)

in the case of a Certain Funds Utilisation, Topco and each Original Obligor as to itself only (excluding: (x) any procurement obligations on the part of Topco or an Original Obligor with respect to any other member of the Group; and (y) any failure to comply, breach or Default by or resulting from (in whole or in part) the actions of any other member of the Group); and

(ii)

“Major Undertaking” means an undertaking under any of:

(a)

Clause ‎25.2 (Holding Companies);

(b)

Section ‎1 (Limitation on Restricted Payments) of Schedule 16 (General Undertakings);

(c)

Section ‎3 (Limitation on Indebtedness) of Schedule 16 (General Undertakings);

(d)

Section ‎4 (Limitation on Sales of Assets and Subsidiary Stock) of Schedule 16 (General Undertakings);

(e)

Section ‎6 (Limitation on Liens) of Schedule 16 (General Undertakings); and

(f)

Section ‎10 (Merger and Consolidation – Company and the Original Borrower) of Schedule 16 (General Undertakings),

in each case as it relates to:

(i)

in the case of a Certain Funds Utilisation, Topco and each Original Obligor as to itself only (and only to the extent such undertaking is expressed to be applicable to it) (excluding: (x) any procurement obligations on the part of an Original Obligor with respect to any other member of the Group; and (y) any failure to comply, breach or Default by or resulting from (in whole or in part) the actions of any other member of the Group); and

(ii)

in the case of any other Agreed Certain Funds Transaction or an Agreed Certain Funds Utilisation, the Agreed Certain Funds Obligor(s) (and excluding: (x) any procurement obligations on the part of any Agreed Certain Funds Obligor with respect to any other member of the Group (including any target group); and (y) any failure to comply, breach or Default by or resulting from (in whole or in part) the actions of any other member of the Group).

“Majority Lenders” means:

(a)

for the purposes of Clause ‎‎39.2 (Required consents), in the context of an amendment, waiver or consent in relation to a proposed Loan under the Original Revolving Facility of a condition in Clause ‎‎4.2 (Further conditions precedent), the Majority Original Revolving Facility Lenders;

(b)

for the purposes of Clause ‎‎39.2 (Required consents), in the context of an amendment, waiver or consent in relation to a proposed Loan under an Incremental Facility of a condition in Clause ‎‎4.2 (Further conditions precedent), the relevant Incremental Facility Majority Lenders; and

(c)

in any other case, one or more Lenders whose Commitments aggregate more than 50 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 50 per cent. of the Total Commitments immediately prior to that reduction).

“Majority Original Revolving Facility Lenders” means one or more Lenders whose Original Revolving Facility Commitments aggregate more than 50 per cent. of the Total Original Revolving Facility Commitments (or, if the Total Original Revolving Facility Commitments have been reduced to zero, aggregated more than 50 per cent. of the Total Original Revolving Facility Commitments prior to that reduction).

“Majority Revolving Facility Lenders” means one or more Lenders whose Total Revolving Facility Commitments aggregate more than 50 per cent. of the Total Revolving Facility Commitments (or, if the Total Revolving Facility Commitments have been reduced to zero, aggregated more than 50 per cent. of the Total Revolving Facility Commitments prior to that reduction).

“Majority Super Senior Facility Lenders” means one or more Super Senior Facility Lenders whose Super Senior Facility Commitments aggregate more than 50 per cent. of the Total Super Senior Facility Commitments (or, if the Total Super Senior Facility Commitments have been reduced to zero, aggregated more than 50 per cent. of the Total Super Senior Facility Commitments prior to that reduction).

“Margin” means:

(a)

in relation to any Original Revolving Facility Loan, 3.75 per cent. per annum; and

(b)

in relation to any Incremental Facility Loan, the percentage rate per annum specified as such in the Incremental Facility Notice relating to the Incremental Facility under which that Incremental Facility Loan is made or is to be made,

provided that:

(i)

from and including the date falling 12 Months from the Closing Date the Margin for the Original Revolving Facility shall vary in accordance with the percentage per annum set out below in the column opposite that range:

Consolidated Senior Secured Net Leverage Ratio		Original Revolving Facility Margin (% per annum)
Greater than 2.60:1		3.75
Equal to or less than 2.60:1 but greater than 2.10:1		3.50
Equal to or less than 2.10:1		3.25

provided further that:

(A)

subject to paragraph ‎(C) below, any increase or decrease in the Margin for a Loan (including, unless otherwise specified in the applicable Incremental Facility Notice, an Incremental Facility Loan) shall take effect on the date (each, a “reset date”) which is the Business Day after receipt by the Agent of a Compliance Certificate pursuant to paragraph ‎(a) of Clause ‎23.2 (Provision and contents of Compliance Certificate);

(B)

if, following receipt by the Agent of the Compliance Certificate related to the relevant Annual Financial Statements, that Compliance Certificate does not confirm the basis for a reduced or increased Margin for the applicable Relevant Period, then paragraph ‎(b) of Clause ‎12.3 (Payment of interest) shall apply and the Margin for that Loan shall be the percentage per annum determined using the table above and the revised Consolidated Senior Secured Net Leverage Ratio calculated using the figures in that Compliance Certificate;

(C)

at any time while a Margin Event of Default is continuing, the Margin for each Loan under a Facility shall be the highest percentage per annum set out above for a Loan under that Facility, or, in the case of an Incremental Facility, set out in the relevant Incremental Facility Notice, provided that immediately upon such Margin Event of Default ceasing to be continuing, the Margin for each Facility will be recalculated on the basis set out above using the most recent Compliance Certificate and any change shall take effect as of the date the applicable Margin Event of Default ceased to be continuing;

(D)

for the purpose of determining the Margin, Consolidated Senior Secured Net Leverage Ratio and Relevant Period shall be determined in accordance with Clause ‎24.1 (Financial definitions) and Schedule 17 (Certain New York Law Defined Terms); and

(E)

the Margin may increase or decrease by more than one level on any reset date.

“Margin Event of Default” means an Event of Default that has occurred and is continuing under Clause ‎26.1 (Non-payment) in respect of non-payment under this Agreement, Clause ‎26.6 (Insolvency), Clause ‎26.7 (Insolvency Proceedings), Clause ‎26.8 (Creditors’ process) or Clause ‎26.3 (Other Obligations), solely as a result of a failure to deliver any Annual Financial Statements or Quarterly Financial Statements in accordance with Schedule 15 (Information Undertakings) such that the applicable Margin above cannot be calculated.

“Margin Regulations” means Regulations T, U and X issued by the Board of Governors of the United States Federal Reserve System.

“Margin Stock” means “margin stock” or “margin securities” as defined in the Margin Regulations.

“Market Disruption Lender” means a Lender which invokes the benefit of Clause ‎14.4 (Market disruption).

“Market Disruption Rate” means the rate (if any) specified as such in the applicable Reference Rate Terms.

“Material Adverse Effect” means a material adverse effect on:

(a)

the business, assets or financial condition of the Group taken as a whole (but for this purpose any effect on the ability of the Company to comply with its obligations under the Financial Covenant shall not, for that reason alone, constitute a Material Adverse Effect);

(b)

the ability of the Obligors (taken as a whole) to perform their payment obligations under the Finance Documents (taking into account the resources within or available to the Group); or

(c)

subject to the Legal Reservations and the Perfection Requirements, the validity and enforceability of any of the Finance Documents or the ranking of any Security granted or purported to be granted pursuant to any of the Finance Documents, in any way that is materially adverse to the interests of the Finance Parties under the Finance Documents taken as a whole and which (if capable of remedy) is not remedied within (without duplication with any other cure period) 20 Business Days of the earlier of the Company becoming aware of it or the Agent giving notice to the Company requesting that the matter be remedied.

“Material Company” means, at any time:

(a)

an Obligor; and

(b)

each member of the Group which has earnings before interest, tax, depreciation and amortisation (calculated (I) on an unconsolidated basis, (II) by excluding goodwill, intra-Group items and investments in subsidiaries (in each case to the extent applicable) and (III) otherwise on the same basis as Consolidated EBITDA), representing 5 per cent. or more of the Consolidated EBITDA of the Group,

in each case, provided that:

(i)

such calculation shall be determined annually by reference to the most recent Compliance Certificate supplied by the Company in respect of the latest Annual Financial Statements delivered to the Agent (including, prior to the delivery of the first such Compliance Certificate, the Original Financial Statements); and

(ii)

a determination by the Company (in good faith) that a Subsidiary is or is not a Material Company shall, in the absence of manifest error, be conclusive and binding on all Parties.

“Material Event of Default” has the meaning given to the term “Super Senior Material Event of Default” in the Intercreditor Agreement.

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that,

(a)

other than where paragraph ‎(b) below applies:

(i)

(subject to paragraph ‎(iii) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(ii)

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

(iii)

if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end; and

(b)

in relation to an Interest Period (or any other period for the accrual of commission or fees in a currency) for any Loan for which there are applicable Reference Rate Terms, a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, subject to adjustment in accordance with the rules specified as Business Day Conventions in the applicable Reference Rate Terms.

The above rules will only apply to the last month of any period.

“Monthly” shall be construed accordingly.

“Multi-account Overdraft” means an Ancillary Facility which is an overdraft facility comprising more than one account.

“Net Outstandings” means, in relation to a Multi-account Overdraft, the Ancillary Outstandings of that Multi-account Overdraft.

“New Debt Financing” has the meaning given to that term in the Intercreditor Agreement.

“New Lender” has the meaning given to that term in Clause ‎27.1 (Assignments and transfers by the Lenders).

“New Shareholder Injections” means the net proceeds of:

(a)

the aggregate amount subscribed for by any person (other than a member of the Group) for additional share capital in the Company; or

(b)

Subordinated Debt,

in each case received by the Company after the Closing Date.

“Non-Consenting Lender” means any Lender which does not agree to (or fails to accept or reject a request for) a consent to a departure from, or waiver or amendment of any provision of the Finance Documents which has been requested by the Company (or the Agent on its behalf) by the end of the period of ten (10) Business Days (or five (5) Business Days if such Lender is a Defaulting Lender or any other period of time notified by the Company with the prior agreement of the Agent if the period for this provision to operate is less than ten (10) Business Days (or five (5) Business Days (as applicable)) of a request being made where, in each case, the requested consent, waiver or amendment is one which:

(a)

requires greater than Majority Lenders’ consent (including unanimous Lender or Super Majority Lender consent) pursuant to this Agreement and has been agreed to by the Majority Lenders (or the Majority Lenders under the applicable Facility);

(b)

requires greater than Majority Super Senior Facility Lenders’ consent (including Super Majority Super Senior Facility Lender consent) pursuant to this Agreement and has been agreed to by the Majority Super Senior Facility Lenders (or the Majority Lenders under the applicable Facility);

(c)

requires all of the Revolving Facility Lenders’ consent pursuant to this Agreement and has been agreed to by the Majority Revolving Facility Lenders; or

(d)

requires all of the Incremental Facility Lenders’ consent pursuant to this Agreement and has been agreed to by the Incremental Facility Majority Lenders.

“Non-Cooperative Jurisdiction” means any jurisdiction listed on the EU list of non-cooperative jurisdictions for tax purposes maintained by the European Council.

“Non-Obligor” means a member of the Group which is not an Obligor.

“Not Otherwise Applied” means, in relation to any amount which is proposed to be included, applied, designated or taken into account, that such amount has not been (and is not simultaneously being), included, applied, designated or taken into account in respect of, any other calculation, use, event, transaction or permission.

“Notes” means the Series B Notes and any Incremental Series Notes.

“Notes Purchase Agreement” means senior notes purchase agreement entered into on or around the date of this Agreement pursuant to which the Original Borrower will issue the Series B Notes.

“Notifiable Debt Purchase Transaction” has the meaning given to that term in ‎Clause ‎28.2 (Notifiable Debt Purchase Transaction).

“Obligor” means a Borrower or a Guarantor.

“Obligors’ Agent” means the Successor Company, appointed to act on behalf of each Obligor in relation to the Finance Documents pursuant to Clause ‎2.5 (Obligors’ Agent).

“OFAC” means the Department of the Treasury’s Office of Foreign Assets Control of the United States of America.

“Optional Currency” means a currency (other than the Base Currency) which is EUR or USD or otherwise complies with the conditions set out in Clause ‎‎4.3 (Conditions relating to Optional Currencies).

“Original Financial Statements” means the Form 10-K filed with the Securities and Exchange Commission for Inspired Entertainment, Inc. for the Financial Year ended 31 December 2024.

“Original Jurisdiction” means, in relation to an Obligor, the jurisdiction under whose laws that Obligor is incorporated as at the date of this Agreement or, in the case of an Additional Obligor, as at the date on which that Additional Obligor becomes Party as a Borrower or a Guarantor (as the case may be).

“Original Lenders” means an Original Lender listed in Part 3 of Schedule ‎1 (The Original Parties).

“Original Obligor” means an Original Borrower or an Original Guarantor.

“Original Revolving Facility” means the super senior multicurrency revolving credit facility made available under this Agreement as described in paragraph (a) of Clause ‎‎2.1 (The Facilities).

“Original Revolving Facility Borrower” means:

(a)

an Original Borrower; or

(b)

an Additional Borrower under the Original Revolving Facility,

in each case unless it has ceased to be a Borrower in accordance with Clause ‎29 (Changes to the Obligors).

“Original Revolving Facility Commitment” means:

(a)

in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading “Original Revolving Facility Commitment” in Part 3 of ‎Schedule ‎1 (The Original Parties) and the amount of any other Original Revolving Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause ‎2.3 (Increase); and

(b)

in relation to any other Lender, the amount in the Base Currency of any Original Revolving Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause ‎2.3 (Increase).

“Original Revolving Facility Lender” means a Lender having an Original Revolving Facility Commitment.

“Original Revolving Facility Loan” means a loan made or to be made under the Original Revolving Facility or the principal amount outstanding for the time being of that loan.

“Participating Member State” means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“Party” means a party to this Agreement.

“Pension Items” has the meaning given to that term in Clause ‎24.1 (Financial definitions).

“Pensions Regulator” means the body corporate called the Pensions Regulator established under Part I of the Pensions Act 2004.

“Perfection Requirements” means the making or the procuring of the appropriate registrations, filing, endorsements, notarisation, stampings and/or notifications of or under the Transaction Security Documents and/or the Security created thereunder and any other actions or steps, necessary in any jurisdiction or under any laws or regulations in order to create or perfect any Security or the Transaction Security Documents or to achieve the relevant priority expressed therein.

“Permitted Holding Company Activity” means:

(a)

the entry into the Finance Documents, the Existing Group Debt (and in each case any documents entered into pursuant to or in connection therewith) and/or any document evidencing an equity investment made by any direct or indirect Holding Company of the Company to the Company;

(b)

the incurrence of any Indebtedness and/or other liabilities and holding of assets and/or rights under or in connection with the documentation referred to in paragraph ‎(a) above;

(c)

the provision of administrative, insurance and management, research and development, marketing, the employment and secondment of directors, officers and employees, in each case to other members of the Group and including the payment of all related transaction and other costs and adviser fees in the ordinary course of being a holding company;

(d)

the receipt of loans and money which are, in each case, permitted by the terms of the Finance Documents;

(e)

the ownership of shares in the capital of its Subsidiaries;

(f)

any steps or transactions relating to a Roll-Up Investor in connection with a Permitted Acquisition;

(g)

the incurrence of any liabilities for tax, insurance and other liabilities incurred or payments made in its capacity as a holding company in respect of its Subsidiaries share capital and professional fees, employee costs, administration costs and taxes;

(h)

the incurrence of any liabilities arising by operation of law;

(i)

the incurrence of any liabilities in respect of payment of acquisition costs, legal fees, stamp, registration, land and other taxes or costs, auditor fees and other similar fees, taxes and expenses relating to, or incurred in connection with, the Transaction, or the Finance Documents;

(j)

holding cash, cash equivalent investments and balances in bank accounts;

(k)

consisting of the ownership of cash balances or cash equivalent investments at any time and the on-lending of cash intra-Group;

(l)

any rights or liabilities under any Treasury Transaction permitted by this Agreement;

(m)

any steps or transactions relating to the redomiciliation of a Holding Company of the Group and the incurrence of any related fees, costs or expenses;

(n)

any rights or liabilities under any service contract or consultancy agreement for any other director, executive or consultant or employee;

(o)

activities in connection with any litigation or court or other proceedings that are, in each case, being contested in good faith, those activities arising by law or court order and liabilities for, or in connection with, taxes;

(p)

the:

(i)

ownership of any rights or any assets; and

(ii)

incurrence of any liabilities,

(in each case including in relation to the Existing Group Debt and the related acquisitions and transactions) and all other transactions, matters and/or circumstances (and in each case all related transactions, matters and/or circumstances) which subsisted or are subsisting on or prior to the Closing Date and in each case provided that there are no material trading activities or material trading liabilities;

(q)

taking those steps necessary to maintain its corporate existence and tax status;

(r)

the entering into, inclusion or establishment of a Tax Sharing Agreement;

(s)

normal holding company activities to the extent not otherwise referred to in paragraphs ‎(a) to ‎(r) (inclusive) above; and/or

(t)

any other activity to which the Majority Lenders have given their prior written consent.

“Permitted Holding Company Reorganisation” means the reorganisation of the structure of the Group (and its Holding Companies) as more particularly set out in steps 1 to 4 of the Permitted Holding Company Reorganisation Steps Plan provided that:

(a)

each such step is completed on or before the date falling 90 days after the Closing Date;

(b)

concurrently with release by the Security Agent of the Transaction Security granted by Topco over its shares in, and structural intra-group receivables owing from, the Original Company (the “Closing Topco Security”) (which release the Security Agent shall give promptly upon request by the Original Company to facilitate completion of such reorganisation), Topco shall grant substitute Transaction Security over its shares in, and structural intra-group receivables owing from, the Successor Company in accordance with the Agreed Security Principles and shall deliver customary certificates, resolutions and legal opinions in connection with the granting of such substitute Transaction Security to the Agent, in each case in form and substance satisfactory to the Agent (acting reasonably), it being agreed that such forms shall be deemed to be satisfactory if they are substantially the same (mutatis mutandis) as those delivered in connection with the granting of the Closing Topco Security; and

(c)

upon completion of such steps on or before the date falling 90 days after the Closing Date, the Original Company shall be immediately and automatically (and with no further action required by any party) released from all its liabilities and obligations under this Agreement and each other Finance Document and shall be deemed no longer to be a party and all references to the Original Company or DMWSL 632 Limited in this Agreement shall be deemed to be no longer applicable.

“Permitted Holding Company Reorganisation Steps Plan” means the steps plan titled “Reorganisation of DMWSL 633 Ltd and DMWSL 632 Ltd” and dated June 2025, prepared by PwC and in the form most recently delivered to the Original Lender on or prior to the date of this Agreement.

“Permitted Reorganisation” means:

(a)

a reorganisation (including pursuant to a solvent winding-up where the assets of the relevant company, after paying its liabilities, are distributed to its shareholders, as well as any amalgamation, demerger, merger, consolidation or other corporate reconstruction) involving the business or assets of, or shares of (or other interests in), any member of the Group (other than the Company) and/or any of its Subsidiaries) where no Event of Default is continuing or would result from such reorganisation and where:

(i)

all of the business, assets and shares of (or other interests in) the relevant member of the Group continues to be owned directly or indirectly by the Company in the same or a greater percentage as prior to such reorganisation, save for:

(A)

the shares of (or other interests in) any member of the Group which has been merged into another member of the Group or which has otherwise ceased to exist (including, for example, by way of the collapse of a solvent partnership or solvent winding up of a corporate entity) as a result of a Permitted Reorganisation; or

(B)

the business, assets and shares of (or other interests in) relevant members of the Group which cease to be owned:

(1)

as a result of a disposal, merger or other step permitted under, but subject always to the terms of, this Agreement;

(2)

as a result of a cessation of business or solvent winding-up of a member of the Group in conjunction with a distribution of all or substantially all of its assets remaining after settlement of its liabilities to its immediate shareholder(s) or other persons directly holding partnership or other ownership interests in it (on a pro rata basis or such other basis more favourable to the Group) to the extent permitted under the other terms of this Agreement; or

(3)

as a result of a disposal of shares (or partnership or other ownership interests) in a member of the Group required to comply with applicable laws, provided that any such disposal is limited to the minimum amount required to comply with such applicable laws and is not reasonably likely to have a Material Adverse Effect;

(ii)

if the relevant member of the Group is a Borrower (other than the Company) then either:

(A)

such Borrower (the “Relevant Borrower”) is the surviving entity of the re-organisation, amalgamation, demerger, merger, consolidation or other corporate reconstruction; or

(B)

if the Relevant Borrower is not the surviving entity, then the surviving entity is incorporated in a jurisdiction listed in paragraph ‎(a) of Clause ‎29.2 (Additional Borrowers) in respect of the relevant Facility or Facilities of which the Relevant Borrower was a Borrower and the Relevant Borrower has acceded to this Agreement in accordance with Clause ‎29.2 (Additional Borrowers) as an Additional Borrower; and

(iii)

the Finance Parties (or the Security Agent on their behalf) will continue to have the same or substantially equivalent guarantees and security (subject to the Agreed Security Principles and ignoring, where relevant, for the purpose of assessing such equivalency any limitations pursuant to or required in accordance with the Agreed Security Principles or hardening periods but excluding always any hardening periods in respect of Transaction Security granted by the Company, and other than guarantees and security from any entity which has ceased to exist as contemplated in sub-paragraph ‎(i) above or is not or has ceased to be a member of the Group) over the same or substantially equivalent assets and over the shares (or other interests) in the transferee or the entity surviving as a result of such reorganisation save to the extent such assets or shares (or other interests) which have ceased to exist or to be owned by a member of the Group as contemplated in sub-paragraph ‎(i) above, in each case to the extent such assets, shares or other interests are not disposed of as permitted under, but subject always to, the terms of this Agreement;

(b)

any reorganisation arising as a consequence of a specific undertaking relating to a re-organisation in this Agreement;

(c)

any reorganisation specifically described in the Structure Memorandum (other than in respect of any exit options, put/call rights described therein or cash repatriation steps out of the Group);

(d)

any reorganisation involving the business or assets of, or (other than the Company) shares of (or other interests in) any member of the Group which is implemented to comply with any applicable law or regulation (including all intermediate steps or actions necessary to implement such reorganisation) which are not reasonably likely to have a Material Adverse Effect;

(e)

any step, circumstance, payment, event, reorganisation or transaction permitted by Sections ‎10 (Merger and Consolidation – Company and the Original Borrower) and ‎11 (Merger and Consolidation – Guarantors) of Schedule 15 (General Undertakings); and/or

(f)

any other reorganisation involving one or more members of the Group to which the Majority Lenders have given their prior written consent

“Permitted Sanction Action” means an action in relation to any Sanctions imposed, administered or enforced from time to time by a Sanctions Authority, which is licensed or otherwise authorised by that Sanctions Authority.

“Permitted Structural Adjustment” means a Structural Adjustment which has been consented to by the requisite Lenders and the Company as set out in paragraph ‎(c) of Clause ‎‎39.6 (Other Exceptions).

“Permitted Transaction” means:

(a)

any disposal required, Indebtedness incurred, guarantee, indemnity or Security or Quasi-Security given, or other transaction arising, under the Finance Documents or any of the transactions envisaged therein;

(b)

transactions (other than (i) any sale, lease, licence, transfer or other disposal and (ii) the granting or creation of Security or the incurring or permitting to subsist of Indebtedness) conducted in the ordinary course of trading on arm’s length terms;

(c)

any conversion of any outstanding loan, credit or any other indebtedness which is permitted under any Finance Document and is owed by a member of the Group to another member of the Group into a capital loan, distributable reserves, shareholder contributions or share capital of any member of the Group or any other capitalisation, forgiveness, waiver, release or other discharge of that loan, credit or indebtedness;

(d)

the payment of any earn-out consideration in respect of any Permitted Acquisition or as otherwise permitted by this Agreement;

(e)

any step, circumstance, payment, event, reorganisation or transaction referred to in the Funds Flow Statement provided that any intermediate steps or actions necessary to implement any transactions described in this paragraph ‎(e) shall be regarded as a Permitted Transaction;

(f)

any Permitted Reorganisation;

(g)

the Permitted Holding Company Reorganisation;

(h)

(i)

any New Shareholder Injections;

(j)

any “Liabilities Acquisition” (as defined in the Intercreditor Agreement) effected pursuant to the Intercreditor Agreement;

(k)

the execution, delivery and performance of any Tax Sharing Agreement or the formation and maintenance of any consolidated group for accounting, cash pooling, management or tax purposes in the ordinary course of business provided that any cash pooling is between members of the Group and/or Holding Companies thereof (other than the Investors) or otherwise permitted under this Agreement;

(l)

any closure of bank accounts in the ordinary course of business provided that if such bank account is subject to any Transaction Security (a “Pledged Account”), prior to the release of such Transaction Security, the relevant Obligor has transferred the balance standing to the credit of such Pledged Account to another bank account held by an Obligor (a “Recipient Account”) and the Security Agent is satisfied (acting reasonably) that (i) the relevant Obligor has granted valid and effective Transaction Security over such Recipient Account consistent with the Agreed Security Principles, (ii) the relevant Obligor is not otherwise prohibited from transferring the balance standing to the credit of such Pledged Account to another member of the Group or (iii) there is (prior to such closure and transfer) no credit balance on such Pledged Account;

(m)

any repurchase by a person of shares in any member of the Group upon the exercise of warrants, options or other securities convertible into or exchangeable for shares if such shares represents all or a portion of the exercise price of such warrants, options or other securities convertible into or exchangeable for shares as part of a “cashless” exercise where permitted under this Agreement as a Restricted Payment provided that (i) the direct and indirect ownership interests of the Company in any Subsidiary prior to such issue is not diluted as a result, (ii) in the event that the shares of such Subsidiary are subject to Transaction Security prior to such issue, then the direct percentage of such shares in such Subsidiary subject to Transaction Security is not diluted and (iii) does not result in a Change of Control which is continuing;

(n)

any Subordinated Debt or equity investment made by any direct or indirect holding company of the Company to the Company or, in each case, any of the transactions envisaged thereby which does not result in a Change of Control which is continuing; and/or

(o)

any transaction to which the Majority Lenders and, to the extent that their consent would be expressly otherwise required, the Majority Super Senior Facility Lenders have given their prior written consent.

“Prevailing Market Determination” means a determination by the Agent (that shall be made by the Agent (acting on behalf of the Majority Lenders, acting in good faith and promptly)) in relation to the provisions of any document or any Benchmark Rate Change, where such determination shall be given if such provisions broadly reflect at such time any prevailing London or European market position for loans in the relevant currency or reflect the position as set out in another unitranche precedent for any borrower owned (directly or indirectly, in whole or in part) by any Investor or Investor Affiliate (including any precedent provided to the Agent by the Company in respect of such provisions).

“Primary Term Rate” means, in relation to any Term Rate Loan, the rate specified as such in the applicable Reference Rate Terms.

“Qualifying Lender” has the meaning given to that term in Clause ‎‎16.1 (Definitions).

“Quasi-Security” means a transaction or arrangement to:

(a)

sell, transfer or otherwise dispose of to any person who is not a member of the Group any of its assets on terms whereby they are or may be leased to or re-acquired by any other member of the Group;

(b)

sell, transfer or otherwise dispose of any of its receivables to any person who is not a member of the Group on recourse terms;

(c)

enter into any arrangement under which money or the benefit of a bank or other account may be applied, set off or made subject to a combination of accounts; or

(d)

enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Indebtedness or of financing the acquisition of an asset.

“Quotation Day” means, in respect of a Term Rate Loan, in relation to any period for which an interest rate is to be determined:

(a)

(if the currency is euro) two (2) TARGET Days before the first day of that period;

(b)

(if the currency is US dollars) two (2) US Government Securities Business Days before the first day of that period; or

(c)

(for any other currency) two (2) Business Days before the first day of that period,

unless market practice differs in the Relevant Market for a currency, in which case the Quotation Day for that currency will be determined by the Agent in accordance with market practice in the Relevant Market (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days).

“Quotation Time” means the relevant time (if any) specified as such in the applicable Reference Rate Terms or, in relation to any Term Rate Loan, the Specified Time on the Quotation Day.

“Receiver” means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property.

“Reference Bank Quotation” means any quotation supplied to the Agent by a Reference Bank.

“Reference Bank Rate” means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the Reference Banks in relation to any Term Rate Loan (except a USD Term Rate Loan), as the rate at which the relevant Reference Bank could borrow funds in the Relevant Market, in each case, in the relevant currency and for the relevant period, were it to do so by asking for and then accepting interbank offers for deposits in a reasonable market size in that currency and for that period.

“Reference Banks” means up to three (3) Lenders or other banks or financial institutions as may be appointed by the Agent in consultation with the Company (provided that no Finance Party shall be appointed as a Reference Bank without its consent).

“Reference Rate Supplement” means, in relation to a Compounded Rate Currency or a Term Rate Currency, a document which:

(a)

is notified by the Company to the Agent and (unless otherwise agreed between the Company and the Majority Lenders) either:

(i)

the Agent has made a Prevailing Market Determination; or

(ii)

no Super Majority Lender Objection has occurred and is continuing; and

(b)

“Reference Rate Terms” means, in relation to:

(a)

a currency;

(b)

a Loan or an Unpaid Sum in that currency;

(i)

an Interest Period for that Loan or Unpaid Sum (or other period for the accrual of commission or fees in a currency); or

(ii)

any term of this Agreement relating to the determination of a rate of interest in relation to such a Loan or Unpaid Sum,

the terms set out for that currency, and (where such terms are set out for different categories of Loan, Unpaid Sum or accrual of commission or fees in that currency) for the category of that Loan, Unpaid Sum or accrual, in Schedule ‎0 (Reference Rate Terms) or in any Reference Rate Supplement.

“Refinancing” means the redemption, prepayment and/or discharge (howsoever described) to be made in respect of the Existing Group Debt with the proceeds of the Series B Notes and/or the Original Revolving Facility on or around the Closing Date.

“Refinancing Debt” means any indebtedness of the Group that is incurred to refund, refinance, replace, exchange, renew, redeem, repay or extend (including pursuant to any defeasance or discharge mechanism) all or any part of any indebtedness of the Group, including any Facility or Incremental Facility (and of any refinancing, exchange or replacement financing thereof from time to time) (the “Refinanced Debt”) and all fees, underwriting discounts, original issue discounts, premiums, costs and expenses and any prepayment or redemption premia and discounts incurred in connection with any Refinanced Debt, and any related stamp or other taxes, notarial or registration fees provided that:

(a)

such indebtedness has a final stated maturity at the time such indebtedness is incurred that is the same as or later than the final stated maturity of the Refinanced Debt;

(b)

such indebtedness is incurred in an aggregate principal amount (or, if issued with original issue discount, an aggregate issue price) that is equal to or less than the sum of the aggregate principal amount (or, if issued with original issue discount, the aggregate accreted value) (whether drawn or undrawn) of the Refinanced Debt (plus, without duplication, any additional indebtedness incurred to pay interest or premiums required by the instruments governing such existing indebtedness and all fees, underwriting discounts, original issue discounts, premiums, costs and expenses and any prepayment or redemption premia and discounts incurred in connection with any Refinanced Debt, and any related stamp or other taxes, notarial or registration fees incurred in connection therewith); and

(c)

such indebtedness:

(i)

is unsecured indebtedness or is secured on substantially the same or fewer assets and such security having the same ranking and requirements as the Refinanced Debt;

(ii)

has the same or junior ranking and subordination as the Refinanced Debt; and

(iii)

if the Refinanced Debt is already subordinated to the Facilities under the Intercreditor Agreement, or is otherwise subject to the Intercreditor Agreement, is subordinated to the Facilities under (or subject to) the Intercreditor Agreement on terms at least as favourable to the Lenders as those contained in the documentation governing the Refinanced Debt.

“Related Entity” in relation to a fund and/or managed account or person or entity which is an Affiliate of a fund and/or managed account and/or other corporate entity (the “First Fund”), a fund and/or managed account and/or other corporate entity (and/or an Affiliate thereof) which is managed or advised by the same investment manager or investment adviser as the First Fund; or whose board of directors is the same as the First Fund; or if employees of the investment manager or investment advisor or an affiliate thereof of the First Fund comprise the majority of its board of directors or, if it is managed by a different investment manager or investment adviser, a fund and/or managed account and/or other corporate entity whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the First Fund, or a fund and/or managed account and/or other corporate entity which is under common investment control as the First Fund.

“Relevant Event of Default” means an Event of Default which is continuing under Clause ‎26.1 (Non-payment), Clause ‎26.6 (Insolvency), Clause ‎26.7 (Insolvency proceedings) and/or Clause ‎26.8 (Creditors’ process).

“Relevant Jurisdiction” means, in relation to Topco, the Original Company or an Obligor:

(a)

its Original Jurisdiction;

(b)

any jurisdiction where any asset subject to or intended to be subject to the Transaction Security to be created by it is situated but only where that Obligor or Topco has granted Transaction Security governed by the laws of that jurisdiction; and

(c)

any jurisdiction where it conducts its business but only where that Obligor or Topco has granted Transaction Security governed by the laws of that jurisdiction.

“Relevant Market” means the market specified as such in the applicable Reference Rate Terms.

“Relevant Period” has the meaning given to that term in Clause ‎‎24.1 (Financial definitions).

“Repeating Representations” means each of the representations set out in Clause ‎‎22.2 (Status) to Clause ‎22.7 (Governing law and enforcement).

“Replaced Finance Party” has the meaning given to that term in Clause ‎39.8 (Replacement of Lender).

“Reporting Day” means the day (if any) specified as such in the applicable Reference Rate Terms.

“Reporting Entity” means (a) the Company; or (b) any Holding Company thereof (as determined at the sole discretion of the Company).

“Reporting Entity Group” means the applicable Reporting Entity and each of its Subsidiaries (or in the case of Subsidiaries of the Company, limited to Subsidiaries).

“Reporting Time” means the relevant time (if any) specified as such in the applicable Reference Rate Terms.

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“Resignation Letter” means a letter substantially in the form set out in Schedule ‎7 (Form of Resignation Letter).

“Restricted Finance Party” means a Finance Party that notifies the Agent that a Sanctions Provision would result in a violation of, a conflict with or liability under:

(a)

EU Regulation (EC) 2271/96;

(b)

§7 of the German Außenwirtschaftsverordnung (in connection with the German Außenwirtschaftsgesetz); or

(c)

any similar applicable anti-boycott law, regulation or statute in force from time to time that is applicable to such person.

“Restricted Member of the Group” means a member of the Group in respect of which the Company notifies the Agent that a Sanctions Provision would result in a violation of, a conflict with or liability under:

(a)

EU Regulation (EC) 2271/96;

(b)

§7 of the German Außenwirtschaftsverordnung (in connection with the German Außenwirtschaftsgesetz); or

(c)

any similar applicable anti-boycott law, regulation or statute in force from time to time that is applicable to such person.

“Revolving Facility” means the Original Revolving Facility or an Incremental Revolving Facility.

“Revolving Facility Borrower” means an Original Revolving Facility Borrower or an Incremental Revolving Facility Borrower.

“Revolving Facility Commitment” means an Original Revolving Facility Commitment or an Incremental Revolving Facility Commitment.

“Revolving Facility Lender” means an Original Revolving Facility Lender or an Incremental Revolving Facility Lender.

“Revolving Facility Loan” means:

(a)

in relation to any Loan under the Original Revolving Facility, an Original Revolving Facility Loan; and

(b)

in relation to any utilisation under the relevant Incremental Revolving Facility, an Incremental Revolving Facility Loan.

“RFR” means the rate specified as such in the applicable Reference Rate Terms.

“RFR Banking Day” means any day specified as such in the applicable Reference Rate Terms.

“Rollover Loan” means one or more Revolving Facility Loans:

(a)

made or to be made on the same day that a maturing Revolving Facility Loan is due to be repaid;

(b)

the aggregate amount of which is equal to or less than the amount of the maturing Revolving Facility Loan;

(c)

in the same currency as the maturing Revolving Facility Loan (unless it arose as a result of the operation of Clause ‎‎6.2 (Unavailability of a currency)); and

(d)

made or to be made to the same Borrower for the purpose of refinancing that maturing Revolving Facility Loan.

“Roll-Up Investor” means any person (other than the Original Subordinated Creditor under and as defined in the Intercreditor Agreement) which holds any issued share capital in the Company at any time pursuant to a Permitted Acquisition provided that such person only holds shares in the Company for such temporary period of time as determined by the Company (acting reasonably and in good faith) that is required in connection with transaction steps required to effect a roll-up of investors to a Holding Company of the Company, as part of any Permitted Acquisition and which shall not be longer than five (5) Business Days from the date of completion of such Permitted Acquisition.

“Sanctioned Country” means, at any time, a country or territory which is, or whose government is, the target of comprehensive country Sanctions (as of the date of this Agreement, being Russia, the Crimea region of Ukraine, Cuba, Iran, North Korea, Syria and Luhansk and Donetsk regions of Ukraine).

“Sanctioned Obligation” means any obligation of (or owed to) any Obligor pursuant to or in connection with any Finance Document owed to a Sanctioned Person (including the making (or receiving) of any direct or indirect payment; the taking of any action or step (including any procurement obligation) or otherwise the carrying on of business or dealings with any Sanctioned Person) which is or is reasonably expected to be (each if and to the extent determined by such Obligor acting in good faith and notified to an Agent at any time and from time to time) restricted, embargoed, conditioned or prevented (directly or indirectly due to a restriction, embargo, condition or prohibition, including with respect to the use of applicable payment transmission or other payment transfer system) in accordance with any law, regulation or sanction of any applicable jurisdiction that is not generally applicable to all Lenders.

“Sanctioned Party” means a Lender in respect of which any Obligor has a Sanctioned Obligation (as determined by such Obligor acting in good faith and notified to an Agent at any time and from time to time).

“Sanctioned Person” means any individual or other person that is (or individuals or entities that are):

(a)

listed on or fifty (50) per cent. or more owned or controlled (as such terms are defined and interpreted by the relevant Sanctions) by an individual or other person listed on any Sanctions List;

(b)

a government of a Sanctioned Country;

(c)

an agency or instrumentality of, or a person directly or indirectly owned or controlled by, a government of a Sanctioned Country; or

(d)

the target of Sanctions because it is resident or located in, or incorporated under the laws of any Sanctioned Country,

provided that, for the purpose of this definition, a person shall not be deemed to be a Sanctioned Person if transactions or dealings with such person are (i) not prohibited under applicable Sanctions or (ii) permitted under a licence, licence exemption or other authorisation of a Sanctions Authority.

“Sanctions” means any economic, trade or financial sanctions laws, regulations, embargoes or restrictive measures imposed, enacted, administered or enforced from time to time by any Sanctions Authority.

“Sanctions Authority” means:

(a)

the United States;

(b)

the United Nations Security Council;

(c)

the European Union and any EU member state;

(d)

the UK; and

(e)

the respective governmental institutions of any of the foregoing which administer Sanctions, including OFAC, the US State Department, the US Department of Commerce and the US Department of the Treasury.

“Sanctions List” means the “Specially Designated Nationals and Blocked Persons” list issued by OFAC, the Consolidated List of Asset Freeze Targets issued by Her Majesty’s Treasury, or any equivalent list issued or maintained and made public by any of the Sanctions Authorities as amended, supplemented or substituted from time to time.

“Sanctions Provision” means Clause ‎22.25 (Sanctions).

“Screen Rate” means the “Primary Term Rate / Screen Rate” (if any) specified as such in the applicable Reference Rate Terms.

“Secured Parties” means each Finance Party which from time to time is a Party, any Receiver or Delegate.

“Security” means a mortgage, charge, pledge, lien, abstract acknowledgement or promises of debt, assignments, assignment or tranfer for security purposes, retention of title arrangement, land charges (including security purpose declarations) or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Selection Notice” means a notice substantially in the form set out in Part 2 of ‎Schedule ‎3 (Requests and Notices) given in accordance with Clause ‎‎13 (Interest Periods) in relation to a Term Facility.

“Senior Facilities” means (as applicable and so designated in an Incremental Facility Notice) any Incremental Senior Facility.

“Senior Facility Lender” means a Lender under a Senior Facility.

“Senior Loan” means an Incremental Senior Facility Loan.

“Senior Notes” means the Series B Notes and any Incremental Series Notes ranking pari passu with the Series B Notes.

“Senior Management” means the CEO and CFO (or analogous positions) of the Group at any time.

“Separate Loans” has the meaning given to that term in paragraph ‎(a) of Clause ‎8.4 (Loans provided by a Defaulting Lender).

“Series B Notes” has the meaning given to that term in the Notes Purchase Agreement.

“Significant Assets” means assets of one or more members of the Group which contribute thirty (30) per cent. or more of the Consolidated EBITDA of the Group or represent thirty (30) per cent. or more of the gross assets of the Group (calculated using the same methodology as applicable under the definition of “Material Company”).

“Significant Company” means any member of the Group which has earnings before interest, tax, depreciation and amortisation calculated on the same basis as Consolidated EBITDA (as defined in Schedule 17 (Certain New York Law Defined Terms)) representing thirty (30) per cent. or more of Consolidated EBITDA (as defined in Schedule 17 (Certain New York Law Defined Terms)) or has gross assets (excluding intra-group items) representing thirty (30) per cent. or more of the gross assets of the Group, calculated on a consolidated basis (provided that in determining whether a member of the Group satisfies the criteria for being a Significant Company under this definition, any member of the Group which has negative EBITDA shall be treated as if its EBITDA were zero).

“Significant Disposal” means the disposal in one or more transactions (as appropriate) of a Significant Asset or a Significant Company.

“SOFR” means the secured overnight financing rate administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that rate) published by the Federal Reserve Bank of New York (or any other person which takes over the publication of that rate).

“Specified Event of Default” means (a) the entry by a court of competent jurisdiction of a decree or order for relief in respect of any Specified Obligor in an involuntary case under any Bankruptcy Law now or hereafter in effect, which decree or order is not stayed or dismissed or any other similar relief shall be granted under any applicable federal, state or local law, which relief is not stayed or dismissed within twenty (20) Business Days of commencement, (b) the commencement of an involuntary case against any Specified Obligor under any Bankruptcy Law, the entry by a court having jurisdiction in the premises of a decree or order for the appointment of a receiver, receiver and manager, (preliminary) insolvency receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over any Specified Obligor, or over all or a substantial part of its property; or the involuntary appointment of an interim receiver, trustee or other custodian of any Specified Obligor for all or a substantial part of its property, which, in any case under this paragraph (b), shall not have been dismissed, vacated, bonded or stayed pending appeal within twenty (20) Business Days of commencement or (c) the entry against any Specified Obligor of an order for relief, the commencement by any Specified Obligor of a voluntary case under any Bankruptcy Law, or the consent by any Specified Obligor to the entry of an order for relief in an involuntary case or to the conversion of an involuntary case to a voluntary case, under any Bankruptcy Law, or the consent by any Specified Obligor to the appointment of or taking possession by a receiver, receiver and manager, trustee or other custodian for all or a substantial part of its property, in each case of clauses (a) through (c), solely to the extent any of the foregoing events constitutes an Event of Default pursuant to in Clause ‎26.7 (Insolvency Proceedings) or ‎26.8 (Creditors’ Process).

“Specified Time” means a day or time of day determined in accordance with Schedule ‎9 (‎Timetables).

“Structural Adjustment” means, otherwise than as contemplated in Clause 2.2 (Incremental Facilities) or Clause 2.3 (Increase):

(a)

an amendment, waiver or variation of the terms of some or all of the Finance Documents that results in or is intended to result from or has the effect of changing or which relates to:

(i)

an extension to the availability or date of payment of or redenomination of any amount under the Finance Documents;

(ii)

a reduction in the Margin (other than in accordance with the definition of Margin) or a reduction in the amount of any payment of principal, interest, fees or commission or other amounts owing or payable to a Lender under the Finance Documents;

(iii)

the currency of payment of any amount under the Finance Documents;

(iv)

a redenomination of a Commitment or participation of any Finance Party into another currency (other than in accordance with the terms of this Agreement);

(v)

a re-tranching of any or all of the Facilities;

(vi)

an increase in, addition of, or an extension of any Commitment or participation of any Finance Party ranking pari passu with any Facility; or

(vii)

the introduction of any additional loan, tranche or facility under the Finance Documents ranking pari passu with any Facility,

in each case; and/or

(b)

an amendment or waiver of a term of a Finance Document and any change (including changes to, the prompt taking of or release coupled with the prompt retaking of Security and/or guarantees and changes to and/or additional intercreditor arrangements) that is consequential on, incidental to, or required to implement or effect or reflect any of the amendments or waivers lists in paragraph (a) above.

“Subordinated Debt” has the meaning given to that term in Clause ‎24.1 (Financial definitions).

“Subsidiary” means any company or corporation (excluding any such entities which are Loan to Own/Distressed Investors):

(a)

which is controlled, directly or indirectly, by the first mentioned company or corporation;

(b)

more than half the issued equity share capital of which is beneficially owned, directly or indirectly, by the first mentioned company or corporation; or

(c)

which is a Subsidiary of another Subsidiary of the first mentioned company or corporation,

and, for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of its Board of Directors or equivalent body.

“Super Majority Lender Objection” means, in respect of a document, supplement, proposal, request or amendment in relation to this Agreement or any other Finance Document, that such document, supplement, proposal, request or amendment has been rejected by the Super Majority Lenders, in each case by 11.00 am on the date falling ten (10) Business Days (or such longer period which the Company notifies to the Agent) after the date on which the Company (or other member of the Group) delivers the relevant document, supplement, proposal, request or amendment to the Agent. Unless the Company notifies the Agent, Clause ‎39.7 (Excluded Commitments) shall not apply when determining the Super Majority Lenders for these purposes (and the Company may elect for one of more of such Clauses to apply in respect of any particular document, supplement, proposal, request or amendment from time to time).

“Super Majority Lenders” means a Lender or Lenders whose Commitments aggregate 80 per cent. or more of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated 80 per cent. or more of the Total Commitments immediately prior to that reduction).

“Super Majority Super Senior Facility Lenders” means, subject to Clause ‎39.6 (Other Exceptions), the Super Senior Facility Lenders:

(a)

whose Commitments then aggregate 80 per cent. or more of the Total Super Senior Facility Commitments; or

(b)

if the Total Super Senior Facility Commitments have then been reduced to zero, whose Commitments aggregated 80 per cent. or more of the Total Super Senior Facility Commitments immediately before that reduction.

“Super Senior Enforcement Notice” has the meaning given to that term in the Intercreditor Agreement.

“Super Senior Facility” means each of the Original Revolving Facility and (as applicable and so designated in an Incremental Facility Notice) any Incremental Super Senior Facility.

“Super Senior Facility Commitments” means the Commitments under the Super Senior Facilities.

“Super Senior Facility Lender” means a Lender under a Super Senior Facility.

“Super Senior Facility Loan” means an Original Revolving Facility Loan or an Incremental Super Senior Facility Loan.

“T2” means the real time gross settlement system operated by the Eurosystem, or any successor system.

“TARGET Day” means any day on which T2 is open for the settlement of payments in euro.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same) imposed or levied by any government or other taxing authority (and Taxes and Taxation shall be construed accordingly).

“Tax Sharing Agreement” means any tax sharing, profit and loss pooling, tax loss transfer, fiscal unity (including fiscale eenheid) or similar or equivalent agreement or arrangement on customary or arm’s length terms between the Company, its Subsidiaries and/or any Holding Companies thereof.

“Term Facility” means any Incremental Term Facility.

“Term Loan” means an Incremental Term Facility Loan.

“Term Rate Currency” means:

(a)

(as at the date of this Agreement) EUR and USD; and

(b)

any currency specified as such in a Reference Rate Supplement relating to that currency,

to the extent, in any case, not specified otherwise in a subsequent Reference Rate Supplement.

“Term Rate Loan” means any Loan or, if applicable, Unpaid Sum which is not (or has not become, following a Compounded Rate Supplement or Benchmark Rate Change in relation thereto taking effect) a Compounded Rate Loan.

“Term Reference Rate” means, in relation to a Term Rate Loan:

(a)

the applicable Primary Term Rate as of the Quotation Time for a period equal in length to the Interest Period of that Loan; or

(b)

as otherwise determined pursuant to Clause ‎14.1 (Interest calculation if no Primary Term Rate),

and (in respect of the Original Revolving Facility) if, in either case, that rate is less than three per cent. per annum, the Term Reference Rate shall be deemed to be three per cent. per annum.

“Termination Date” means;

(a)

in relation to the Original Revolving Facility, the date falling 54 months after the Closing Date; and

(b)

in relation to an Incremental Facility, the date specified as such in the Incremental Facility Notice relating to that Incremental Facility.

“Total Commitments” means the aggregate of the Total Original Revolving Facility Commitments and the Aggregate Total Incremental Facility Commitments, being £17,800,000 as at the date of this Agreement.

“Total Incremental Facility Commitments” means, in relation to an Incremental Facility, the aggregate of the Incremental Facility Commitments relating to that Incremental Facility being £0 as at the date of this Agreement.

“Total Original Revolving Facility Commitments” means the aggregate of the Original Revolving Facility Commitments from time to time, being £17,800,000 as at the date of this Agreement.

“Total Revolving Facility Commitments” means the aggregate of the Original Revolving Facility Commitments and the Incremental Revolving Facility Commitments from time to time, being £17,800,000 as at the date of this Agreement.

“Total Super Senior Facility Commitments” means the aggregate of the Total Original Revolving Facility Commitments and aggregate total Commitments under the Incremental Super Senior Facilities from time to time, being £17,800,000 as at the date of this Agreement.

“Trade Instruments” means any performance bonds, advance payment bonds or documentary letters of credit issued in respect of the obligations of any member of the Group arising in the ordinary course of trading of that member of the Group and including any such bonds or letters of credit issued under an Ancillary Facility.

“Transaction” or “Transactions” means the Refinancing and the other transactions contemplated by the Finance Documents and/or the Funds Flow Statement (in each case including the financing or refinancing thereof).

“Transaction Security” means the Security created or expressed to be created in favour of the Security Agent and/or the Secured Parties (or any of them) pursuant to the Transaction Security Documents.

“Transaction Security Documents” means:

(a)

each of the documents listed as being a Transaction Security Document in paragraph 2(f) of part 1 of Schedule ‎2 (Conditions precedent);

(b)

each document delivered to the Agent under paragraph ‎14 of part 2 of ‎Schedule ‎2 (Conditions precedent) together with any other document entered into by Topco or any Obligor creating or expressed to create any Security over all or any part of its assets in respect of the obligations of any of the Obligors under any of the Finance Documents and, if relevant and permitted under the terms of this Agreement, also under any Hedging Agreement or other Indebtedness;

(c)

any “Security Document” and any “Transaction Security Document” (each as defined in the Intercreditor Agreement); and

(d)

any other document designated as a “Transaction Security Document” by the Company and the Agent (or the Security Agent) in writing (in each case, acting reasonably).

“Transfer Certificate” means a certificate substantially in the form set out in Schedule ‎4 (Form of Transfer Certificate) or any other form agreed between the Agent and the Company.

“Transfer Date” means, in relation to an assignment or a transfer, the later of:

(a)

the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and

(b)

the date on which the Agent executes the relevant Assignment Agreement or Transfer Certificate.

“Treasury Transactions” means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York or any other state the laws of which are required to be applied in connection with the creation or perfection of security interests.

“UK” means The United Kingdom of Great Britain and Northern Ireland.

“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents.

“US”, “U.S.” or “United States” means the United States of America, its territories and possessions.

“USD Term Rate Loan” means a Term Rate Loan which is denominated in US Dollars.

“U.S. Bankruptcy Law” has the meaning given to that term in the definition of “Bankruptcy Law”.

“US Government Securities Business Day” means any day other than:

(a)

a Saturday or a Sunday; and

(b)

a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in US government securities.

“U.S. Guarantor” means any Guarantor that is incorporated, formed or organised under the laws of the U.S. or any State of the U.S. (including the District of Columbia).

“U.S. Obligor” means any Obligor that is incorporated, formed or organized under the laws of the U.S. or any State of the U.S. (including the District of Columbia).

“U.S. Person” means a “United States Person” as defined in Section 7701(a)(30) of the Code (including an entity disregarded as being separate from its owner for U.S. federal income tax purposes if its regarded owner for U.S. federal income tax purposes is a “United States Person”).

“Utilisation Date” means the date of a Loan, being the date on which the relevant Loan is to be made.

“Utilisation Request” means a notice substantially in the relevant form set out in Part 1 of ‎Schedule ‎3 (Requests and Notices).

“VAT” means:

(a)

any value added tax imposed by the UK Value Added Tax Act 1994;

(b)

any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and

(c)

any other tax of a similar nature, whether imposed in a member state of the European Union or the UK in substitution for, or levied in addition to, such tax referred to in paragraphs ‎(a) or ‎(b) above, or imposed elsewhere.

“Wholly-Owned Subsidiary” of any Person means Restricted Subsidiary of such Person 100% of the Capital Stock of which (other than directors’ qualifying shares or shares required by applicable law to be owned by a resident of the Relevant Jurisdiction) are owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

“Withdrawal Event” means the withdrawal of any participating member state of the European Union from the single currency of the participating member states of the European Union and/or the redenomination of the euro into any other currency by the government of any current or former participating member state of the European Union and/or the withdrawal (or any governmental decision to withdraw or any vote or referendum electing to withdraw) of any member state from the European Union.

“Working Capital” has the meaning given to that term in Clause ‎24.1 (Financial definitions).

1.2

Construction

(a)

Unless a contrary indication appears, a reference in this Agreement to:

(i)

the “Agent”, the “Company”, any “Finance Party”, any “Hedge Counterparty”, any “Lender”, any “Obligor”, any “Original Lender”, any “Party”, any “Secured Party”, the “Security Agent”, “Topco” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents and, in the case of the Security Agent, any person for the time being appointed as Security Agent or Security Agents in accordance with the Finance Documents;

(ii)

references to Loans being made or to be made on a “European certain funds basis” means that they are made available on the terms of paragraphs ‎(a) and ‎(b) of Clause ‎4.5 (Loans during the Certain Funds Period) mutatis mutandis for the relevant Loan, Lenders, Borrower and Facility;

(iii)

an “agency” of a state includes any local or other authority or other recognised body or agency, central or federal bank, department, government, legislature, minister, ministry, official or public or statutory person (whether autonomous or not) of, or of the government of, that state or any political sub-division in or of that state;

(iv)

a document in “agreed form” is a document (A) which is previously agreed in writing by or on behalf of the Agent and the Company; or (B) if such document is to be delivered pursuant to Clause ‎4.1 (Initial conditions precedent) or specified in Schedule ‎2 (Conditions precedent) in the form required or contemplated by those provisions;

(v)

an “agreement” includes any legally binding arrangement, contract, deed or instrument (in each case whether oral, written or entered into by way of a written offer and implicit acceptance);

(vi)

an “amendment” includes any amendment, supplement, variation, novation, modification, replacement, restatement and/or amendment and restatement (however fundamental);

(vii)

“assets” includes properties, assets, businesses, undertakings, revenues and rights of every kind (including uncalled share capital), present and future, actual or contingent and any interest in any of the foregoing;

(viii)

“available for utilisation” in respect of any indebtedness means that indebtedness being committed pursuant to the terms of an executed commitment letter, credit agreement, indenture, notes or other documentation notwithstanding that any documentary, drawdown or other substantive event including the execution of a long form credit agreement, the completion of an acquisition or condition to utilisation or issue thereof has not been satisfied including (if any of the proceeds are to be applied in connection with an acquisition or other transaction) the date on which the applicable acquisition agreement is signed or such other date on which the Group enters into a legally binding commitment for the relevant acquisition or such other transaction which will be funded by the proceeds of such indebtedness;

(ix)

a “consent” includes an authorisation, permit, approval, consent, exemption, licence, order, filing, registration, recording, notarisation, permission or waiver;

(x)

a “disposal” includes any sale, transfer, grant, lease, licence or other disposal, whether voluntary or involuntary, and dispose will be construed accordingly;

(xi)

the “equivalent” in any currency (the “first currency”) of any amount in another currency (the “second currency”) shall be construed as a reference to the amount in the first currency which could be purchased with that amount in the second currency at an exchange rate used by the Company (acting reasonably and in good faith) and notified to the Agent or if the Company has not notified to the Agent at the Agent’s Spot Rate of Exchange for the purchase of the first currency with the second currency in the London foreign exchange market at or about 11.00 a.m. on a particular day (or at or about such time and on such date as the Agent may from time to time reasonably determine to be appropriate in the circumstances);

(xii)

a “Finance Document” or any other agreement or instrument is (unless expressed to be a reference to such document, agreement or instrument in its original form or form as at a particular date) a reference to that Finance Document or other agreement or instrument as amended and includes any increase in, addition to or extension of or other change to any facility under such agreement or instrument, in each case to the extent permitted by the terms of this Agreement;

(xiii)

a “guarantee” includes:

(A)

an indemnity, counter-indemnity, guarantee or similar assurance against loss in respect of any indebtedness of any other person; and

(B)

any other obligation of any other person, whether actual or contingent, to pay, purchase, provide funds (whether by the advance of money to, the purchase of or subscription for shares, partnership interests or other investments in, any other person, the purchase of assets or services, the making of payments under an agreement or otherwise) for the payment of, to indemnify against the consequences of default in the payment of, or otherwise be responsible for, any indebtedness of any other person,

and “guaranteed” and “guarantor” shall be construed accordingly;

(xiv)

“incur” includes issue, create, assume, enter into any guarantee of, incur, extend or otherwise become liable for; provided that any indebtedness or share capital or similar of a person existing at the time such person becomes a Guarantor, Material Company or member of the Group (as applicable under the relevant provision of this Agreement) (whether by merger, amalgamation, consolidation, acquisition or otherwise) will be deemed to be incurred by such a Guarantor, Material Company or member of the Group at the time it becomes a Guarantor, Material Company or member of the Group (as applicable) and the terms “incurred” and “incurrence” have meanings correlative to the foregoing and any indebtedness pursuant to any revolving credit or similar facility shall only be “incurred” at the time any funds are borrowed thereunder;

(xv)

“including” means including without limitation, and “includes” and “included” shall be construed accordingly;

(xvi)

“indebtedness” includes any obligation (whether incurred as principal, guarantor or surety and whether present or future, actual or contingent) for the payment or repayment of money;

(xvii)

“losses” includes losses, actions, damages, claims, proceedings, costs, demands, expenses (including legal and other fees) and liabilities of any kind;

(xviii)

references to any transaction being in the “ordinary course of business” of a member of the Group shall be construed to include any transaction that is consistent with industry practice in the industries in which the Group operates or consistent with past practice of any member of the Group;

(xix)

references to any matter being “permitted” (but not “expressly permitted”) by or under this Agreement or any other Finance Document or other agreement shall include references to such matters not being prohibited or otherwise being approved under this Agreement or such Finance Document or such other agreement;

(xx)

a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, fund, joint venture, consortium, partnership or other entity, in each case whether or not having separate legal personality;

(xxi)

a “regulation” includes any regulation, rule, code, ordinance, official directive, requirement, determination, judgment, order, decree, ruling, request, guidance or guideline (whether or not having the force of law but if not having the force of law compliance with which is customary for those to whom it is addressed) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

(xxii)

a “sub-participation” means any sub-participation or sub-contract (whether written or oral) or any other agreement or arrangement having an economically substantially similar effect, including any credit default or total return swap or derivative (whether disclosed, undisclosed, risk or funded) by a Lender of or in relation to any of its rights or obligations under, or its legal, beneficial or economic interest in relation to, the Facilities and/or Finance Documents to a counterparty and “sub-participate” and “sub-participant” shall be construed accordingly;

(xxiii)

“sufficient available information” means financial information selected and determined by the Company in good faith in order to test the applicable condition or ratio, including information required to be delivered to the Agent under this Agreement as well as other information including monthly management accounts and other internal Group accounts and financial information provided that such information is made available to the Agent at or prior to or at substantially the same time as of the applicable calculation;

(xxiv)

reference to a statute, statutory instrument or provision of law is to that statute, statutory instrument or provision of law, as it may be applied, amended or reenacted from time to time;

(xxv)

the singular includes the plural (and vice versa);

(xxvi)

a time of day is a reference to the time in London;

(xxvii)

references to “Majority Lenders under the relevant Facility” or “relevant Majority Lenders” or “Majority” is used before a Facility and the Lenders under it (or their respective cognate forms and formulations) means a Lender or Lenders whose Commitments aggregate more than 50 per cent. of the total Commitments under such relevant Facility (or, if the total Commitments under such relevant Facility have been reduced to zero, aggregated more than 50 per cent. of the total Commitments under such relevant Facility immediately prior to that reduction);

(xxviii)

unless expressly stated to the contrary, a reference in any Finance Document to the Agent or the Security Agent (an “Applicable Agent”) being “authorised”, “instructed” and/or “directed” to take any action by a Finance Party by the terms of such Finance Document shall mean irrevocably and unconditionally authorised, instructed or directed (as applicable) to take such action without any further consent, authorisation, instruction or direction from any Finance Party or any of their Affiliates;

(xxix)

unless expressly stated to the contrary, a reference in any Finance Document to an Applicable Agent being “instructed” or “directed” to take any action by a Finance Party by the terms of such Finance Document shall require the Applicable Agent to take such action promptly, without unreasonable delay and without requesting any further consent, authorisation, instruction or direction from any Finance Party or any of their Affiliates;

(xxx)

unless expressly stated to the contrary, where an Applicable Agent is required to act “reasonably”, or in a “reasonable” manner, or as coming to an opinion or determination that is “reasonable” (or any similar or analogous wording is used) under the terms of any Finance Document (other than this paragraph) and the Applicable Agent has not been instructed or directed by a Finance Party by the terms of such Finance Document to take such action:

(A)

if the Applicable Agent determines that any instruction is or may be required by or from any Finance Party or any group of Finance Parties, it shall notify the Company as soon as reasonably practicable after making such determination;

(B)

the Applicable Agent shall first (prior to seeking, or notifying any Finance Party that it intends to seek, such instruction) consult with the Company (in good faith) in order to determine; (1) whether any instruction from the requisite Finance Parties is required under the terms of the applicable Finance Document; and (2) the period of time in which such instructions may be sought;

(C)

if, after such consultation, there is no agreement between the Company and the Applicable Agent and/or the Applicable Agent determines (acting reasonably, in good faith and in accordance with the terms of the Finance Documents) that it is required to seek instructions from the requisite Finance Parties in accordance with the terms of the applicable Finance Document, it shall notify the Finance Parties from whom it is seeking such instruction of the requested instructions, together with, to the extent applicable, its proposed opinion, determination or other course of action and the period of time within which such instructions must be provided (acting reasonably and in good faith and taking into account such consultation with the Company);

(D)

unless such Finance Parties (acting reasonably, in good faith and in accordance with the terms of the Finance Documents) otherwise instruct or direct the Applicable Agent within the period of time within which such instructions were requested to be provided, the Applicable Agent shall act in accordance with its proposed opinion, determination or other course of action notified to the applicable Finance Parties in accordance with paragraph ‎(C) above; and

(E)

if the Applicable Agent complies with this paragraph ‎(xxx), it shall:

(1)

be deemed to have been acting on the instructions of the requisite Finance Parties;

(2)

be under no obligation to determine the reasonableness of any instructions from any Finance Party; and

(3)

not be responsible for any liability occasioned or arising from such instructions or any delay or failure on the part of the relevant Finance Parties in the giving of such instructions or direction or to form such opinion;

(xxxi)

any defined term or expression used in this Agreement or the other Finance Documents includes its cognate forms; and

(xxxii)

subject to the terms of the Finance Documents (including any provisions relating to the transfer of the role of Agent and/or Security Agent), any corporation into which the Agent or Security Agent may be merged or converted, or any corporation with which the Agent or Security Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Agent or Security Agent shall be a party, or any corporation, including affiliated corporations, to which the Agent or Security Agent shall sell or otherwise transfer: (a) all or substantially all of its assets or (b) all or substantially all of its corporate trust business shall, on the date when the merger, conversion, consolidation or transfer becomes effective and to the extent permitted by any applicable laws and subject to any credit rating requirements set out in this Agreement become the successor Agent or Security Agent under this Agreement without the execution or filing of any paper or any further act on the part of the Parties, unless otherwise required by the Majority Lenders (acting reasonably), and after the said effective date all references in this Agreement to the Agent or Security Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall promptly be given to the Company by the Agent or Security Agent.

(b)

For the purposes of the Finance Documents:

(i)

a Default (including an Event of Default) is “continuing” if it has not been remedied or waived. In addition, (i) if a Default (including an Event of Default) occurs for a failure to deliver a required certificate, notice or other document in connection with another default (an “Initial Default”) then at the time such Initial Default is remedied or waived, such Default (including an Event of Default) for a failure to report or deliver a required certificate, notice or other document in connection with the Initial Default will also be cured without any further action and (ii) any Default for the failure to comply with the time periods prescribed in Clause ‎25 (Information Undertakings) or Schedule 15 (Information Undertakings) or otherwise to deliver any notice, certificate or other document or take any action, step or measure, as applicable, shall be deemed to be cured upon the delivery of any such report required by such notice, certificate or other document or taking of such action, step or measure, as applicable, even though such delivery or action, step or measure is not within the prescribed period specified in this Agreement or any other Finance Document;

(ii)

a Declared Default is “continuing” if the notice of acceleration (or demand) provided by the Agent under Clause ‎26.15 (Acceleration) in connection therewith has not been revoked, withdrawn or cancelled by the Agent (acting on the instructions of the Majority Lenders or the Majority Super Senior Facility Lenders (as applicable)) or otherwise ceases to have effect; and

(iii)

a Change of Control or an Exit is “continuing” if it has not been remedied or waived.

(c)

A reference in this Agreement to a page or screen of an information service displaying a rate shall include (other than in the case of the definition of Screen Rate):

(i)

any replacement page of that information service which displays that rate; and

(ii)

the appropriate page of such other information service which displays that rate from time to time in place of that information service,

and, if such page or service ceases to be available, shall include any other page or service displaying that rate specified by the Agent after consultation with the Company.

(d)

A reference in this Agreement to a Central Bank Rate shall include any successor rate to, or replacement rate for, that rate.

(e)

Any Reference Rate Supplement relating to a currency overrides anything relating to that currency in:

(i)

Schedule 18 (Reference Rate Terms); or

(ii)

any earlier Reference Rate Supplement.

(f)

Notwithstanding anything to the contrary in the Finance Documents;

(i)

a Compounded Rate Supplement relating to the Daily Non-Cumulative Compounded RFR Rate overrides anything relating to that rate in:

(A)

Schedule ‎19 (Daily Non-Cumulative Compounded RFR Rate), as the case may be; or

(B)

any earlier Compounded Rate Supplement; and

(ii)

Break Costs shall not apply to any prepayment of a Compounded Rate Loan unless specified in the applicable Reference Rate Terms.

(g)

The determination of the extent to which a rate is “for a period equal in length” to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.

(h)

Section, Clause and Schedule headings are for ease of reference only.

(i)

Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(j)

Notwithstanding anything to the contrary in any Finance Document, nothing in the Finance Documents shall prohibit a non-cash contribution of any asset (including any participation, claim, commitment, rights, benefits and/or obligations in respect of any indebtedness borrowed or issued by any member of the Group from time to time) by a person that is not a member of the Group to the Company provided that to the extent such transaction results in any indebtedness or claim being outstanding from the Company, such indebtedness or claim is permitted by the Finance Documents.

(k)

In ascertaining the Majority Lenders, the Majority Revolving Facility Lenders, the Incremental Facility Majority Lenders, the Super Majority Lenders or the Super Majority Super Senior Facility Lenders or whether any given percentage of the Total Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents or for the purpose of the allocation of any redemption, repayment or prepayment or for the purposes of taking any step, decision, direction or exercise of discretion which is calculated by reference to drawn amounts any Commitments not denominated in sterling shall be deemed to be converted into sterling at, the Agent’s Spot Rate of Exchange on the Business Day immediately preceding the date of such request for a consent, waiver, amendment or other vote under the Finance Documents.

(l)

The knowledge, awareness or belief of any member of the Group shall be limited to the actual knowledge, awareness or belief of the Board of Directors (or equivalent body) of such member of the Group (including Senior Management) at the relevant time.

(m)

Any corporation into which the Agent or Security Agent may be merged or converted, or any corporation with which the Agent or Security Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Agent or Security Agent shall be a party, or any corporation, including affiliated corporations, to which the Agent or Security Agent shall sell or otherwise transfer:

(i)

all or substantially all of its assets; or

(ii)

all or substantially all of its corporate trust business,

shall, on the date when the merger, conversion, consolidation or transfer becomes effective and to the extent permitted by any applicable laws and subject to any credit rating requirements set out in this Agreement become the successor Agent or Security Agent under this Agreement without the execution or filing of any paper or any further act on the part of the Parties, unless otherwise required by the Company, and after the said effective date all references in this Agreement to the Agent or Security Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Company by the Agent or Security Agent.

(n)

Unless a contrary indication appears, where a request for consent is required from a member of the Group, when determining whether to grant such consent, that member of the Group may act in its sole discretion (which may be given, withheld, conditioned or delayed in its sole and absolute discretion and shall not, under any circumstances, be deemed given).

(o)

This Agreement is not intended, nor shall it be construed, to create a partnership or joint venture relationship between or among any of the parties hereto.

(p)

Nothing in this Agreement shall prevent or restrict (i) the re-registration of a member of the Group as a public company for a purpose otherwise permitted by this Agreement or (ii) a change to the financial year of any member of the Group.

(q)

No transaction or arrangement between persons which are not members of the Group (whether or not such persons are Affiliates of the Group) shall be deemed to constitute an action (whether direct or indirect) by any member of the Group.

(r)

Any adjustment (including any increase, decrease, sum or inclusion) pursuant to the terms and paragraphs of any financial definition or component thereof or pursuant to any other provision of a Finance Document shall be available and be determined by the Board of Directors of the Company acting in good faith at such time in each case without regard to whether or how such adjustment had been previously made or to the Applicable Accounting Principles (to the extent relevant).

(s)

(t)

A Borrower providing “cash cover” for an Ancillary Facility means a Borrower paying an amount in the currency of the Ancillary Facility to an interest-bearing account in the name of the Borrower and the following conditions being met:

(i)

the account is with the Ancillary Lender for which that cash cover is to be provided;

(ii)

until no amount is or may be outstanding under that Ancillary Facility, withdrawals from the account may only be made to pay the relevant Finance Party amounts due and payable to it under this Agreement in respect of that Ancillary Facility; and

(iii)

the Borrower has, subject to the Agreed Security Principles, executed a security document over that account, in form and substance satisfactory to the Finance Party (acting reasonably and in good faith) with which that account is held, creating (subject to the Agreed Security Principles, the Legal Reservations and the Perfection Requirements) a first ranking security interest over that account.

(u)

Notwithstanding any term of any Finance Document to the contrary:

(i)

no Permitted Transaction;

(ii)

other than in the case of a payment default under an Ancillary Document constituting an Event of Default under Clause ‎26.1 (Non-payment), no breach of any representation, warranty, obligation, covenant, undertaking or other term of (or default or event of default under) a Hedging Agreement or an Ancillary Document;

(iii)

prior to the date on which such arrangements are required to be refinanced in accordance with the terms of this Agreement, no breach of any representation, warranty, undertaking or other term of (or default or event of default under) any document (including any security, guarantees or other ancillary document) relating to the existing financing arrangements of any member of the Group (including the Existing Group Debt) arising as a direct or indirect result of any person entering into and/or performing its obligations under any Finance Document (or carrying out the transactions contemplated by the Finance Documents);

(iv)

prior to the date of the consummation of the relevant Permitted Acquisition, no act or omission on the part of any person which is the direct or indirect target in relation to such Permitted Acquisition (the “New Targets”) (including any procurement obligation in relation to any such New Targets) or breach of any representation, warranty, undertaking or other term of (or Default or Event of Default under) any Finance Document by any New Target or any other circumstance relating to the New Targets; and/or

(v)

no Withdrawal Event,

in and of itself, shall directly or indirectly (or shall be deemed to) constitute, or result in, a breach of any representation and warranty or undertaking or other term in the Finance Documents or result in the occurrence of a Default or an Event of Default and each shall be expressly permitted under the terms of the Finance Documents.

(v)

If any related requirements and conditions (including as to the absence of any continuing Default, Event of Default, Margin Event of Default, Relevant Event of Default, Material Event of Default or Major Event of Default) for which compliance or satisfaction was determined or tested as of the Applicable Test Date would at any time after the Applicable Test Date not have been complied with or satisfied (including due to the occurrence or continuation of a Default, Event of Default, Margin Event of Default, Relevant Event of Default, Material Event of Default or Major Event of Default), such requirements and conditions will not be deemed to have been failed to be complied with or satisfied (and such Default, Event of Default, Margin Event of Default, Relevant Event of Default, Material Event of Default or Major Event of Default shall be deemed not to have occurred or be continuing for the purpose of that test).

(w)

A Borrower “repaying” or “prepaying” Ancillary Outstandings means:

(i)

that Borrower providing cash cover in respect of the Ancillary Outstandings;

(ii)

the maximum amount payable under the Ancillary Facility being reduced or cancelled in accordance with its terms; or

(iii)

the Ancillary Lender being satisfied that it has no further liability under that Ancillary Facility,

and the amount by which Ancillary Outstandings are repaid or prepaid under paragraphs ‎(i) and ‎(ii) above is the amount of the relevant cash cover, reduction or cancellation.

(x)

An amount borrowed includes any amount utilised under an Ancillary Facility.

(y)

The Latest Compounded Rate Supplement in relation to any currency or any Benchmark Rate Change made pursuant to paragraph (a) of Clause ‎39.12 (Replacement of Screen Rate) shall be in full force and effect and shall automatically and unconditionally amend, waive and form part of this Agreement and shall be binding on all parties hereto, and shall override, amend, replace and waive anything relating to that currency in Part 3 of Schedule 18 (Compounded Rate Loans - GBP) or Schedule ‎19 (Daily Non-Cumulative Compounded RFR Rate) or any earlier Compounded Rate Supplement or any other applicable terms of this Agreement in relation to such currency (and to the extent such Latest Compounded Rate Supplement or any Benchmark Rate Change (or any provisions therein) is specified by its terms to take effect and apply on and from the first day of the next Interest Period or on and from another date, such provisions shall take effect automatically and unconditionally from such date). Without prejudice to the foregoing, the Finance Parties shall be required to enter into any amendment to the Finance Documents required by the Company in order to facilitate or reflect any of the provisions contemplated by the Latest Compounded Rate Supplement or any such Benchmark Rate Change and the Agent and the Security Agent are each authorised and instructed by each Finance Party (without any consent, sanction, authority or further confirmation from them) to execute any such amendments to the Finance Documents (and shall do so on the request of and at the cost of the Company) and to make any Prevailing Market Determination requested by the Company.

(z)

A Super Majority Lender Objection is “continuing” for so long as a Super Majority Lender Objection has occurred and all the Super Majority Lenders (or if applicable the Super Majority Lenders in respect of any relevant or applicable Facility(ies)) assert and continue to assert their objection in respect of the relevant document, supplement, proposal, request or amendment to which the Super Majority Lender Objection relates (provided that such Super Majority Lender Objection shall cease to be “continuing” on the first date on which any such objection is supported by less than the Super Majority Lenders (or if applicable the Super Majority Lenders in respect of any relevant or applicable Facility(ies)) in each case as confirmed in writing by the Agent to the Company.

(aa)

Whether obligations under or in respect of factoring (including reverse factoring) arrangements, receivables financings, trust receipts, invoice discounting or similar arrangements are on a “recourse” basis shall be determined by the Company in good faith according to ordinary commercial principles and, in particular, such arrangements shall not be deemed to be on a “recourse” basis solely on the basis that:

(i)

such arrangements involve any member of the Group providing representations, warranties, covenants, indemnities, security and guarantees of performance which the Company has determined in good faith to be customary in such an arrangement;

(ii)

such arrangements involve agreeing to repurchase receivables, obligations or other relevant assets arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable, obligation or other asset (or portion thereof) becoming subject to any asserted defense, dispute, off-set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to any member of the Group; and/or

(iii)

any liabilities with respect to such arrangements would appear on a balance sheet of such person prepared on the basis of the Applicable Accounting Principles.

(bb)

Any action of or in respect of a member of the Group (including a Non-Obligor) of which the Agent has been notified is to become a Guarantor (or which is required to become an Obligor under the terms of this Agreement) taken prior to the accession of that member of the Group (or prior to, in respect of a member of the Group which is required to become an Obligor, expiry of the period in which that accession must be completed) which would be permitted if such member of the Group was an Obligor shall be permitted notwithstanding that such member of the Group is not yet an Obligor, as if such member of the Group is already an Obligor (and, for the purposes of ensuring such actions are permitted, each such member of the Group shall, pending such accession, be treated as if it were already a Guarantor).

1.3	Applicable Metrics

(a)

Any Applicable Metric (other than any Financial Covenant or in the calculation of Margin) to be determined in connection with an Applicable Transaction may, at the Company’s option, be determined as at the Applicable Test Date provided that when making such determination the Company shall be required to give pro forma effect to any other Applicable Transactions that have occurred up to (and including) the Applicable Test Date.

(b)

If compliance with an Applicable Metric is established in accordance with paragraph ‎(a) above, such Applicable Metric shall be deemed to have been complied with (or satisfied) for all purposes; provided that:

(i)

the Company may elect, in its sole discretion, to recalculate any Applicable Metric on the basis of a more recent Applicable Test Date, in which case, such date of redetermination shall thereafter be deemed to be the relevant Applicable Test Date for purposes of such Applicable Metrics; and

(ii)

save as contemplated in sub-paragraph ‎(i) above, compliance with any Applicable Metric shall not be determined or tested at any time after the relevant Applicable Test Date for such transaction and any actions or transactions related thereto.

(c)

If any Applicable Metric for which compliance was determined or tested as of an Applicable Test Date would at any time after the Applicable Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in such Applicable Metric (or any other Applicable Metric), such Applicable Metric will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations.

1.4	Baskets

(a)

Save in respect of the amounts utilised under the Facilities, in the event that any amount or transaction meets the criteria of more than one of the baskets or exceptions set out in this Agreement, the Company, in its sole discretion, will classify and may from time to time reclassify that amount or transaction to a particular basket or exception and will only be required to include that amount or transaction in one of those baskets or exceptions (and an amount or transaction may at the option of the Company be split between different baskets or exceptions) provided that no such reclassification may be made between baskets that are applicable to different covenants.

(b)

Unless a contrary indication appears, a reference to a basket amount, threshold or limit expressed in sterling includes the equivalent of such amount, threshold or limit in other currencies.

(c)

When applying monetary limits, baskets, thresholds and other exceptions to the representations, warranties, undertaking and Events of Default under the Finance Documents, the equivalent to an amount in sterling shall be calculated in accordance with paragraph ‎(f) of Clause ‎24.3 (Financial testing and calculations) or, if no such rate is contemplated, deemed to be converted into sterling at the Agent’s Spot Rate of Exchange on the date which is three (3) Business Days before (in the case of incurring an Incremental Facility) the Incremental Facility Commencement Date for the relevant Incremental Facility or (in all other cases) as at the date of the Group incurring or making the relevant disposal, acquisition, investment, lease, loan, debt or guarantee or taking any other relevant action.

(d)

Any amounts incurred on the basis of any basket, test or permission where an element is set by reference to a percentage of Consolidated EBITDA (“EBITDA Based Basket”) shall (provided that such amounts are, at the time of incurrence, duly and properly incurred in accordance with the relevant basket, test or permission) be treated as having been duly and properly incurred without the incurrence of an Event of Default even in the event that such EBITDA Based Basket subsequently decreases by virtue of operation of that calculation.

(e)

No Event of Default or breach of any representation and warranty or undertaking under this Agreement or the other Finance Documents shall arise merely as a result of a subsequent change in the sterling equivalent or any other currency specified for any basket due to fluctuations in exchange rates.

(f)

For any relevant basket set by reference to a Financial Year, yearly period, year from the Closing Date, a calendar year (or similar) (each an “Annual Period”):

(i)

at the option of the Company, the maximum amount so permitted under such basket during such Annual Period may be increased by:

(A)

an amount equal to 100 per cent. of the difference (if positive) between the permitted amount in the immediately preceding Annual Period and the amount thereof actually used or applied by the Group during such preceding Annual Period (the “Carry Forward Amount”); and/or

(B)

an amount equal to 100 per cent. of the permitted amount in the immediately following Annual Period and the permitted amount in such immediately following Annual Period shall be reduced by such corresponding amount (the “Carry Back Amount”); and

(ii)

to the extent that the maximum amount so permitted under such basket during such Annual Period is increased in accordance with paragraph ‎1.4(f)(i) above, any usage of such basket during such Annual Period shall be deemed to be applied in the following order:

(A)

first, against the Carry Forward Amount;

(B)

secondly against the maximum amount so permitted during such Annual Period prior to any increase in accordance with paragraph ‎(i) above; and

(C)

thirdly against the Carry Back Amount,

provided that no Carry Forward Amount may be carried forward for more than one successive Annual Period, save for any Carry Forward Amounts in respect of annual baskets set out in the Section ‎1 (Limitation on Restricted Payments) in Schedule 16 (General Undertakings) (other than the Share Repurchases Basket).

(g)

In the event that any Applicable Metric required to be determined by reference to a fixed amount or a percentage of Consolidated EBITDA (a “fixed permission”) under this Agreement is intended to be concurrently utilised together with any Applicable Metric required to be determined by reference to a ratio (including by reference to Consolidated Net Leverage or the Consolidated Senior Secured Net Leverage Ratio) (a “ratio-based permission”) under this Agreement in a single Applicable Transaction or series of related Applicable Transactions (including with respect to any Incremental Facilities and/or Indebtedness permitted to be incurred in accordance with this Agreement) then, unless the Company elects otherwise:

(i)

compliance with, or satisfaction of, any Applicable Metric for the portion of such Applicable Transaction to be incurred under any such ratio-based permission shall first be calculated without giving effect to amounts being incurred pursuant to any fixed permissions, but giving full pro forma effect to all applicable and related transactions (including, subject to the provisions of this Agreement and subject to the foregoing with respect to fixed permissions, any incurrence and redemption or repayment of indebtedness) and all other permitted pro forma adjustments; and

(ii)

thereafter, incurrence of the portion of such Applicable Transaction to be incurred under any fixed permissions shall be calculated.

1.5	Currency symbols and definitions

In the Finance Documents:

(a)

“€”, “EUR” and “euro” denote the single currency of the Participating Member States;

(b)

“£”, “GBP” and “sterling” denote the lawful currency of the UK; and

(c)

“$”, “USD” and “US Dollars” denote the lawful currency of the US.

1.6	Third party rights

(a)

Unless expressly provided to the contrary in a Finance Document a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”) to enforce or enjoy the benefit of any term of this Agreement.

(b)

Subject to paragraph ‎(a) of Clause ‎39.6 (Other exceptions), but otherwise notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

1.7	No Investor Recourse

No Finance Party (in their capacity as a Finance Party) will have any recourse to any Investor that is not party to a Finance Document (and to the extent an Investor is a party to a Finance Document there shall only be recourse to the extent of its liability under the terms of such Finance Document) in respect of any term of any Finance Document, any statements by Investors, or otherwise. Each Finance Party (in such capacity) hereby waives its rights to argue to the contrary.

1.8	Personal Liability

Where any natural person gives a certificate or other document or otherwise gives a representation or statement on behalf of any of the parties to the Finance Documents pursuant to any provision thereof and such certificate or other document, representation or statement proves to be incorrect, the individual shall incur no personal liability in consequence of such certificate, other document, representation or statement being incorrect save where such individual acted fraudulently in giving such certificate, other document, representation or statement (in which case any liability of such individual shall be determined in accordance with applicable law) and each such individual may rely on this Clause ‎1.8 (subject to Clause ‎1.6 (Third Party Rights)) and the provisions of the Third Parties Act. Each Finance Party hereby waives its rights to argue to the contrary.

1.9	Non-wholly owned Subsidiaries

Where any member of the Group (the “first person”) is required under this Agreement or any other Finance Document to ensure or procure certain acts, events or circumstances in relation to any other person (the “second person”) and the first person owns less than fifty-one (51) per cent. in aggregate of the issued voting share capital (or instruments providing equivalent control) in the second person or is otherwise limited or restricted by applicable law or regulation, the first person shall only be obliged to use its reasonable efforts, subject to all limitations and restrictions on the influence it may exercise as a shareholder over the second person, pursuant to any agreement with the other shareholders or pursuant to any applicable law or regulation which requires the consent of the other shareholders or other person, and its obligation to ensure or procure shall not be construed as a guarantee for such acts, events or circumstances.

1.10	Cashless rolls

Notwithstanding anything to the contrary contained in this Agreement or in any other Finance Document, to the extent that any Lender extends the maturity date of, or replaces, renews or refinances, any of its then-existing Loans with Incremental Facility Loans and/or Refinancing Debt, in each case, that are effected by means of a “cashless roll” by such Lender, such extension, replacement, renewal or refinancing shall be deemed to comply with any requirement hereunder or any other Finance Document that such payment be made in “euro”, “dollars” in “sterling” or any other Optional Currency, “in immediately available funds”, “in cash” or any other similar requirement.

1.11	Contractual recognition of bail-In

Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges and accepts that any liability of any Party to any other Party under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

(a)

any Bail-In Action in relation to any such liability, including:

(i)

a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;

(ii)

a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and

(iii)

a cancellation of any such liability; and

(b)

a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.

In this Clause 1.11:

“Article 55 BRRD” means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

“Bail-In Action” means the exercise of any Write-down and Conversion Powers.

“Bail-In Legislation” means:

(a)

in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation 13 as described in the EU Bail-In Legislation Schedule from time to time; and

(b)

in relation to any state other than such an EEA Member Country or (to the extent that the UK is not such an EEA Member Country) the UK, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.

“EEA Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway.

“EU Bail-In Legislation Schedule” means the document described as such and published by the Loan Market Association (or any successor person) from time to time.

“Resolution Authority” means any body which has authority to exercise any Write-down and Conversion Powers.

“UK Bail-In Legislation” means (to the extent that the UK is not an EEA Member Country which has implemented, or implements, Article 55 BRRD) Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the UK relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

“Write-down and Conversion Powers” means:

(a)

in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule;

(b)

in relation to any other applicable Bail-In Legislation:

(i)

any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and

(ii)

any similar or analogous powers under that Bail-In Legislation; and

(c)

in relation to any UK Bail-In Legislation:

(i)

any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers; and

(ii)

any similar or analogous powers under that UK Bail-In Legislation.

2.	The Facilities

2.1	The Facilities

(a)

Subject to the terms of this Agreement, the Lenders make available a multicurrency super senior revolving credit facility in an aggregate amount in the Base Currency Amount of which is equal to the Total Original Revolving Facility Commitments.

(b)

Subject to the terms of this Agreement and the Ancillary Documents, an Ancillary Lender may make all or part of its Revolving Facility Commitment available to any Borrower (or Affiliates of Borrowers nominated pursuant to Clause ‎7.9 (Affiliates of Borrowers)) as an Ancillary Facility.

2.2	Incremental Facilities

(a)

The Company may, at any time and from time to time by delivering to the Agent a duly completed Incremental Facility Notice complying with this Clause ‎2.2 establish one or more Incremental Facilities by way of:

(i)

the introduction of one or more new additional commitments or facilities as a Facility under this Agreement; and/or

(ii)

as an additional tranche of or increase in an existing Facility (including the Facilities and any previously incurred Incremental Facility) under this Agreement.

(b)

No consent of any Finance Party (other than a Lender participating in such Incremental Facility) is required to establish an Incremental Facility at any time provided that each of the following applicable conditions are met:

(i)

the Termination Date for an Incremental Facility (as set out in the Incremental Facility Notice relating to that Incremental Facility or as otherwise agreed by the relevant Borrower(s) and the Incremental Facility Lender(s) under that Incremental Facility from time to time) shall:

(A)

if an Incremental Senior Facility, have a Termination Date on or after the Termination Date for the Series B Notes (as at the date of this Agreement) as at the date of establishment;

(B)

if an Incremental Super Senior Facility, have a Termination Date on or after the Termination Date for the Original Revolving Facility as at the date of establishment;

(ii)

the repayment terms as agreed with the Incremental Facility Lenders of the Incremental Facility when it is established provided that, in respect of:

(A)

an Incremental Term Facility, there shall be no scheduled repayments of principal prior to the Termination Date of an Incremental Term Facility unless the holders of the Series B Notes are offered the amortisation profile in under the Series B Notes; and

(B)

an Incremental Revolving Facility, such Facility may be on a revolving basis.

(iii)

the Company confirms to the Agent in the Incremental Facility Notice or otherwise (in writing) that:

(A)

that no Relevant Event of Default is continuing on the Incremental Facility Commencement Date; and

(B)

with respect to an Incremental Facility (which shall either be an Incremental Super Senior Facility or an Incremental Senior Facility), on the Applicable Test Date, any Indebtedness thereunder is permitted pursuant to Section ‎3 (Limitation on Indebtedness) and Section 6 (Limitation on Liens) of Schedule 16 (General Undertakings);

(iv)

if the Incremental Facility:

(A)

is an Incremental Super Senior Facility, ranking in all respects pari passu with the Original Revolving Facility; or

(B)

is an Incremental Senior Facility, ranking in all respects pari passu with the Series B Notes;

(v)

no proposed Lender on establishment of the proposed Incremental Facility is an Investor Affiliate or a member of the Group;

(vi)

the Incremental Facilities shall not benefit from any additional security which is not Transaction Security and which is not offered to the Lenders of the other Facilities at such time (subject to the Agreed Security Principles); and

(vii)

there shall be no mandatory prepayment requirements from the proceeds of any Incremental Facilities and the Incremental Revolving Facilities may not benefit from mandatory prepayment rights in priority to the Original Revolving Facility;

(c)

There shall be no:

(i)

limit on the amount of Incremental Facilities which may be established under this Agreement;

(ii)

limit on the amount of any commitment fee payable to an Incremental Facility Lender; and

(iii)

requirement to pay the Agent any additional fees with respect to the establishment of an Incremental Facility.

(d)

Prior to any member of the Group entering into any Incremental Facility, the Company may (at its discretion) request quotes for providing up to 100 per cent. of such Incremental Facility from each existing Lender which has expressed an interest and capacity in doing so and any other third party as the Company may select. The Company shall not be obliged to accept any such quotes and may award the Incremental Facility at its discretion.

(e)

If the proposed Incremental Facility Lender is not an existing Lender, they must accede to this Agreement and the Intercreditor Agreement (which they shall be entitled to do), and (i) such new Incremental Facilities shall form part of the Facilities, (ii) such providers of the Incremental Facility shall be entitled to the benefit of the guarantees and Transaction Security and (iii) such Incremental Facilities shall rank in all respects relative to the other Facilities in accordance with the terms of the Intercreditor Agreement.

(f)

The Incremental Facility Notice shall not be regarded as having been duly completed unless it is signed by each party thereto and specifies the following matters in respect of such Incremental Facility:

(i)

the proposed Borrower in respect of the Incremental Facility;

(ii)

the person(s) to become Incremental Facility Lenders in respect of the Incremental Facility and the amount of the commitments of such Incremental Facility allocated to each Incremental Facility Lender;

(iii)

the aggregate amount of the commitments of the Incremental Facility and the currency being made available and any optional currency or currencies which are available for utilisation under such Incremental Facility (which may be any currency as agreed by the relevant Borrower(s) and the relevant Incremental Facility Lenders(s));

(iv)

the purpose and permitted usage of such Incremental Facility and any additional conditions to drawdown of such Incremental Facility (which may be as agreed between the Company and the Incremental Facility Lenders (acting reasonably) providing that Incremental Facility), including any Agreed Certain Funds Period and related conditions;

(v)

the rate of interest applicable to the Incremental Facility (including any applicable margin, basis, floor and/or margin ratchet) and commitment fee;

(vi)

the Incremental Facility Commencement Date and Availability Period for the Incremental Facility;

(vii)

the Termination Date, repayment profile, and any mandatory prepayment provisions (including whether the Incremental Facility will share rateably or less than rateably in mandatory prepayments, save as otherwise provided herein);

(viii)

any applicable prepayment fee; and

(ix)

that the Incremental Facility complies with this Clause ‎2.2,

and such Incremental Facility Notice shall be deemed to have been duly completed if it is signed by each party thereto and specifies the matters in this paragraph above in respect of such Incremental Facility.

(g)

Subject to the other terms of this Clause ‎2.2, following receipt by the Agent of a duly completed Incremental Facility Notice and with effect from the relevant Incremental Facility Commencement Date the relevant Incremental Facility shall come into effect and be established in accordance with its terms and:

(i)

the Incremental Facility Lenders participating in the relevant Incremental Facility shall make available that Incremental Facility in the aggregate amount set out in the Incremental Facility Notice;

(ii)

each of the Obligors and each Incremental Facility Lender shall assume such obligations towards one another and/or acquire such rights against one another as the Obligors and such Incremental Facility Lenders would have assumed and/or acquired had the Incremental Facility Lenders been Original Lenders (save that, for the purposes of determining whether an Incremental Facility Lender ceased to be a Qualifying Lender as a result of a Change of Law pursuant to any provisions of Clause ‎16 (Tax Gross-up and Indemnities), this Clause ‎2.2 shall not require such determination to be made by reference to the date on which the Original Lenders became a Party, but by reference to the Incremental Facility Commencement Date);

(iii)

in relation to an Incremental Facility Lender which is not already a Lender, each Incremental Facility Lender under the relevant Incremental Facility shall become a Party as a Lender and the Intercreditor Agreement as a Senior Lender or Super Senior Lender (each as defined in the Intercreditor Agreement) (as applicable);

(iv)

each Incremental Facility Lender under the relevant Incremental Facility and each of the other Finance Parties shall assume such obligations towards one another and acquire such rights against one another as those Incremental Facility Lenders and those Finance Parties would have assumed and/or acquired had the Incremental Facility Lenders been Original Lenders in respect of the relevant Incremental Facility; and

(v)

the Commitments of the other Lenders shall continue in full force and effect.

(h)

The establishment of an Incremental Facility will only be effective on:

(i)

the execution of the Incremental Facility Notice relating to such Incremental Facility by the Company, the relevant Borrower(s) and the relevant Incremental Facility Lender(s) and delivery of such executed notice to the Agent;

(ii)

in relation to an Incremental Facility Lender which is not already a Lender, receipt by the Agent of an Incremental Facility Lender Certificate from each person referred to in the relevant Incremental Facility Notice as an Incremental Facility Lender; and

(iii)

in relation to an Incremental Facility Lender which is not already a Lender, the performance by the Agent of all necessary know your customer or other similar identification checks under all applicable laws and regulations in relation to that Incremental Facility Lender making available an Incremental Facility, the completion of which the Agent shall promptly notify to the Company, and

(iv)

no Utilisation Request for an Incremental Facility Loan shall be valid unless prior to (or simultaneously with) the making of such Incremental Facility Loan, the requirements of this Clause ‎2.2 have been satisfied.

(i)

Each Obligor irrevocably authorises the Company to sign each Incremental Facility Notice on its behalf and each Finance Party irrevocably authorises and instructs:

(i)

the Agent to acknowledge, execute and confirm acceptance of each Incremental Facility Notice; and

(ii)

the Agent and the Security Agent to acknowledge, execute and confirm acceptance of each Incremental Facility Lender Certificate, the documentation required for the Incremental Facility Lender to accede to the Intercreditor Agreement (in each case, if applicable).

(j)

The Agent and/or the Security Agent shall as soon as reasonably practicable send to the Company a copy of each executed Incremental Facility Notice and, if applicable, Incremental Facility Lender Certificate and if applicable, the documentation required for the Incremental Facility Lender to accede to the Intercreditor Agreement.

(k)

Except to the extent specified to the contrary in any preceding paragraph of this Clause ‎2.2, the terms applicable to any Incremental Facility will be those agreed by the Incremental Facility Lenders in respect of that Incremental Facility and the Company. If there is any inconsistency between any such term agreed in respect of an Incremental Facility and any term of a Finance Document, the term agreed in respect of the Incremental Facility shall prevail with respect to such Incremental Facility (subject to the conditions in paragraphs ‎(b) and ‎(d) above). Notwithstanding any provision of a Finance Document to the contrary, there shall be no obligation or requirement to enter into any hedging arrangement or other derivative transaction in relation to any Incremental Facility.

(l)

Each Incremental Facility Lender, by executing the relevant Incremental Facility Notice confirms that the Agent has authority to execute on its behalf any consent, release, waiver or amendment that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the relevant Incremental Facility becomes effective and that it is bound by that decision and by the operations of any other provisions of this Agreement in relation to such consent, release, waiver or amendment.

(m)

No Lender will have any obligation to participate in an Incremental Facility (unless it has executed and delivered an Incremental Facility Lender Certificate or otherwise become an Incremental Facility Lender in respect of that Incremental Facility). By signing an Incremental Facility Notice as an Incremental Facility Lender, each such person agrees to commit the Incremental Facility Commitments set out against its name in that Incremental Facility Notice.

(n)

Clause ‎‎27.9 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause ‎2.2 in relation to an Incremental Facility Lender as if references in that Clause to:

(i)

an Existing Lender were references to all the Lenders immediately prior to the establishment of the relevant Incremental Facility;

(ii)

the New Lender were references to that Incremental Facility Lender; and

(iii)

a re-transfer and re-assignment were references to respectively a transfer and assignment.

(o)

The Company may pay to an Incremental Facility Lender a fee in the amount and at the times agreed between the Company and the Incremental Facility Lender in a Fee Letter.

(p)

The establishment, terms or conditions or use of proceeds of any Incremental Facility shall be governed by this Clause ‎2.2 which shall apply irrespective and notwithstanding any other provision of this Agreement (including Clause ‎‎9 (Illegality, voluntary prepayment and cancellation), Clause ‎33.6 (Partial payments) and Schedule ‎11 (Form of Increase Confirmation) and whether such Incremental Facility is in place prior to the Incremental Facility Commencement Date for the purposes of this Agreement.

(q)

The Finance Parties shall be required to enter into any amendment to the Finance Documents (including in relation to any changes to, the taking of, or the release coupled with the substantially immediate retaking of, Transaction Security in accordance with the Intercreditor Agreement) required by the Company in order to facilitate or reflect any of the matters contemplated by this Clause ‎2.2. The Agent and the Security Agent are each authorised and instructed by each Finance Party (without any consent, sanction, authority or further confirmation from them) to execute any such amended or replacement Finance Documents (and shall do so on the request of and at the cost of the Company).

2.3	Increase

(a)

The Company may by giving prior notice to the Agent after the effective date of a cancellation of:

(i)

the Available Commitments of a Defaulting Lender in accordance with Clause ‎‎9.7 (Right of cancellation in relation to a Defaulting Lender); or

(ii)

the Commitments of a Lender in accordance with:

(A)

Clause ‎‎9.1 (Illegality); or

(B)

paragraph ‎(a) of Clause ‎‎9.5 (Right of cancellation and repayment in relation to a single Lender),

request that the Commitments relating to any Facility be increased (and the Commitments relating to that Facility shall be so increased) in an aggregate amount in the Base Currency of up to the amount of the Available Commitments or Commitments relating to that Facility so cancelled as follows:

(1)

the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other persons (each an “Increase Lender”) each of which confirms in writing (whether in the relevant Increase Confirmation or otherwise) its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender in respect of those Commitments;

(2)

each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender in respect of that part of the increased Commitments which it is to assume (save that, for the purposes of determining whether an Increase Lender ceased to be a Qualifying Lender as a result of a Change of Law pursuant to any provisions of Clause ‎16 (Tax Gross-up and Indemnities), this Clause ‎2.3 shall not require such determination to be made by reference to the date the Original Lenders became a Party, but by reference to the date on which such increase of Commitments became effective);

(3)

each Increase Lender shall, if it is not already a Lender, become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender in respect of that part of the increased Commitments which it is to assume;

(4)

the Commitments of the other Lenders shall continue in full force and effect; and

(5)

any increase in the Commitments relating to a Facility shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph ‎(b) below are satisfied.

(b)

An increase in the Commitments relating to a Facility will only be effective on:

(i)

the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; and

(ii)

in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase:

(A)

the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and

(B)

the Agent being satisfied (acting reasonably) that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender. The Agent shall promptly notify the Company and the Increase Lender upon being so satisfied.

(c)

Each Increase Lender, by executing the Increase Confirmation, confirms that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective.

(d)

The Increase Lender shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee in an amount equal to the fee which would be payable under Clause ‎27.8 (Assignment or transfer fee) if the increase was a transfer pursuant to Clause ‎‎27.10 (Procedure for transfer) and if the Increase Lender was a New Lender.

(e)

The Company may pay (or may procure that another Obligor pays) to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter.

(f)

The Company shall promptly on demand pay (or procure that another Obligor pays) the Agent and the Security Agent the amount of all reasonable costs and expenses (including legal fees) properly incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause ‎2.3.

(g)

Clause ‎‎27.9 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause ‎2.3 in relation to an Increase Lender as if references in that Clause to:

(i)

an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase;

(ii)

the “New Lender” were references to that “Increase Lender”; and

(iii)

a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

2.4	Finance Parties’ rights and obligations

(a)

The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents (save that an Ancillary Lender is responsible for the obligations of its relevant Affiliate in the circumstances described in paragraph ‎(d) of Clause ‎7.8 (Affiliates of Lenders as Ancillary Lenders)).

(b)

The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with paragraph ‎(c) below. The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and any part of a Loan or any other amount owed by an Obligor which relates to a Finance Party’s participation in a Facility or its role under a Finance Document (including any such amount payable to the Agent on its behalf) is a debt owing to that Finance Party by that Obligor.

(c)

A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents.

2.5	Obligors’ Agent

(a)

Each Obligor (other than the Successor Company) by its execution of this Agreement or an Accession Deed irrevocably appoints, to the extent legally permissible, the Successor Company (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:

(i)

the Successor Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of a Borrower, Selection Notices and Utilisation Requests), to agree any Incremental Facility Terms and to deliver any Incremental Facility Notice, to make such agreements and to effect the relevant amendments, supplements and variations (in each case, however fundamental) capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor (including the increase of obligations) and to give the confirmation as to continuation of surety obligations, without further reference to or the consent of that Obligor; and

(ii)

each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Successor Company,

and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including any Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

(b)

Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.

3.	Purpose

3.1	Purpose

(a)

Each Original Revolving Facility Borrower shall apply all amounts borrowed by it under the Original Revolving Facility towards financing and/or refinancing (directly or indirectly) the general corporate and/or working capital purposes of the Group (including, without limitation, restructuring costs or charges and any acquisitions or investments).

(b)

Each Incremental Facility Borrower shall apply all amounts borrowed by it under an Incremental Facility directly or indirectly in or towards the purposes specified in the Incremental Facility Notice relating to the relevant Incremental Facility Commitments.

3.2	Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

4.	Conditions of Utilisation

4.1	Initial conditions precedent

(a)

The Lenders will only be obliged to comply with Clause ‎‎5.4 (Lenders’ participation) in relation to any Loan if, on or before the Utilisation Date for that Loan, the Agent has received (or waived its right to receive) all of the documents and other evidence listed in Part 1 (Conditions Precedent to Initial Utilisation) of ‎Schedule ‎2 (Conditions precedent), and (unless specified therein to be in another form or substance or not required to be in form and substance satisfactory to the Agent or any other Finance Party) such documents or other evidence are in form and substance satisfactory to the Agent (acting reasonably and acting on the instructions of the Majority Lenders (each also acting reasonably)) or receipt of such documents and evidence has been waived by the Agent (acting reasonably and acting on the instructions of the Majority Lenders (each also acting reasonably)) and, in each case, it shall not be reasonable for a Lender or the Agent to withhold such instructions on the basis that it does not approve of any matters as to which the relevant condition precedent in Part 1 (Conditions Precedent to Initial Utilisation) of Schedule ‎2 (Conditions Precedent) relates where such matter (x) only requires approval of the Original Lenders and in respect of which the Original Lenders have given such approval or (y) does not expressly require the approval of any Finance Party). The Agent shall notify the Company and the Lenders promptly upon being so satisfied.

(b)

Other than to the extent that the Majority Lenders or Majority Lenders under the relevant Facility (as applicable) notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph ‎(a) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

4.2	Further conditions precedent

Subject to Clause ‎‎4.1 (Initial conditions precedent), the Lenders will only be obliged to comply with Clause ‎‎5.4 (Lenders’ participation) in relation to a Loan other than one to which Clause ‎‎4.5 (Loans during the Certain Funds Period) or Clause ‎4.6 (Utilisations of Revolving Facility and Incremental Facility Loans during the Agreed Certain Funds Period) applies, if on the date of the Utilisation Request and on the proposed Utilisation Date:

(a)

in the case of the making of any Loan other than a Rollover Loan:

(i)

no Event of Default is continuing or would result from the proposed Loan;

(ii)

all Repeating Representations are true and correct in all material respects; and

(b)

in the case of a Rollover Loan, no Declared Default is continuing.

4.3	Conditions relating to Optional Currencies

(a)

A currency will constitute an Optional Currency in relation to an Original Revolving Facility Loan or an Incremental Facility Loan if it is listed in the definition of Optional Currency (or, in the case of an Incremental Facility, agreed between the Company and the lenders participating in that Incremental Facility) or if another currency:

(i)

it is readily available in the amount required and freely convertible into the Base Currency in the wholesale market for that currency on the Quotation Day and the Utilisation Date for that Loan; and

(ii)

it has been approved by the Agent (acting on the instructions of the Lenders under the Original Revolving Facility or the Incremental Facility (as applicable) on or prior to receipt by the Agent of the relevant Utilisation Request for that Loan),

provided that there are Reference Rate Terms for such currency.

(b)

If the Agent has received a written request from the Company for a currency to be approved under paragraph ‎4.3(a)(ii) above, the Agent will confirm to the Company by the Specified Time:

(i)

whether or not the relevant Lenders have granted their approval; and

(ii)

if approval has been granted, the minimum amount for any subsequent Loan in that currency.

4.4	Maximum number of Loans

(a)

A Revolving Facility Borrower (or the Company) may not deliver a Utilisation Request if as a result of the proposed Loan more than 10 Revolving Facility Loans would be outstanding, unless otherwise agreed between the Company and the Agent (acting on the instructions of the Majority Revolving Facility Lenders) (the Agent and the Majority Revolving Facility Lenders each acting reasonably).

(b)

An Incremental Facility Borrower (or the Company on its behalf) may not deliver a Utilisation Request in respect of an Incremental Facility if as a result of the proposed Loan more than the maximum number of Loans of that Incremental Facility as agreed between the Company and the Agent (acting on the instructions of the relevant Incremental Facility Majority Lenders) (the Agent and the relevant Incremental Facility Majority Lenders each acting reasonably).

(c)

Any Separate Loan or separate Loan referred to in Clause ‎6.2 (Unavailability of a currency) shall not be taken into account in this Clause ‎‎4.4.

4.5	Loans during the Certain Funds Period

(a)

Subject to Clause ‎4.1 (Initial conditions precedent), during the Certain Funds Period, the Lenders will only be obliged to comply with Clause ‎‎5.4 (Lenders’ participation) in relation to a Certain Funds Utilisation if, on the proposed Utilisation Date:

(i)

no Change of Control or Exit has occurred and is continuing;

(ii)

no Major Event of Default is continuing; and

(iii)

it is not unlawful in any applicable jurisdiction for a Lender to make, or to allow to remain outstanding, its participation in the requested Certain Funds Utilisation or to perform any of its obligations under the Finance Documents provided that:

(A)

any such Lender shall notify the Obligors’ Agent immediately upon becoming aware of the relevant issue in accordance with Clause ‎9.1 (Illegality);

(B)

such unlawfulness alone will not excuse any other Lender from participating in the relevant Certain Funds Utilisation and will not in any way affect the obligations of any other Lender; and

(C)

such Lender first takes all reasonable steps to overcome or avoid any such unlawfulness (including by assigning or transferring its Commitments or participations in that Certain Funds Utilisation to an Affiliate or Related Entity).

(b)

During the Certain Funds Period (save in relation to a Lender in circumstances where, pursuant to paragraph ‎(a) above, that Lender is not obliged to comply with Clause ‎‎5.4 (Lenders’ Participation), none of the Finance Parties shall be entitled to:

(i)

cancel any of its Commitments;

(ii)

rescind, terminate or cancel this Agreement or any of the Facilities or exercise any similar right or remedy or take any action or make or enforce any claim under the Finance Documents it may have to the extent that such action, claim or enforcement would directly or indirectly prevent or limit the making of a Certain Funds Utilisation;

(iii)

refuse to participate in the making of a Certain Funds Utilisation;

(iv)

exercise any right of set-off or counterclaim or similar right or remedy which it may have in relation to a Certain Funds Utilisation;

(v)

(vi)

take any other action or make or enforce any claim (in its capacity as a Lender) to the extent that such action, claim or enforcement would directly or indirectly prevent or limit the making of a Certain Funds Utilisation; or

(vii)

declare that cash cover in relation to an Ancillary Facility is immediately due and payable on demand,

provided that, subject to the Clean-Up Period, immediately upon the expiry of the Certain Funds Period (provided that there is no other Certain Funds Period in operation that would prohibit, restrict or prevent such rights, remedies or entitlements being exercised) all such rights, remedies and entitlements shall be available to the Finance Parties notwithstanding that they may not have been used or been available for use during the Certain Funds Period.

4.6	Utilisations of Revolving Facility and Incremental Facility Loans during the Agreed Certain Funds Period

(a)

Subject to Clause ‎4.1 (Initial conditions precedent) during the relevant Agreed Certain Funds Period, a Revolving Facility Lender or an Incremental Facility Lender (as the case may be) will only be obliged to comply with Clause ‎‎5.4 (Lenders’ Participation) in relation to the relevant Agreed Certain Funds Utilisation if:

(i)

in respect of an Agreed Certain Funds Utilisation under an Incremental Facility, the Company and each of the relevant Incremental Facility Lenders (as applicable) have agreed that the relevant Incremental Facility shall be made available on a “European certain funds basis” for a specified purpose in connection with a Permitted Acquisition or such other purpose to be agreed in writing between the relevant Incremental Facility Lenders (as applicable) and the Company, for such period and on such terms or conditions (if any) as the Company and the relevant Incremental Facility Lenders (as applicable) shall:

(A)

specify in the applicable Incremental Facility Notice; or

(B)

otherwise agree and notify in writing to the Agent at least three (3) Business Days (or any such shorter period agreed with the Agent) prior to the date of the Utilisation Request (including by way of delivery of an Agreed Certain Funds Period Notice);

(ii)

on the proposed Utilisation Date:

(A)

no Change of Control or Exit is continuing;

(B)

no Major Event of Default is continuing; and

(C)

it is not unlawful for a Lender to make or to allow to remain outstanding its participation in the requested Agreed Certain Funds Utilisation or to perform any of its obligations under the Finance Documents provided that:

(1)

any such Lender shall notify the Company immediately upon becoming aware of the relevant issue in accordance with Clause ‎9.1 (Illegality);

(2)

such unlawfulness alone will not excuse any other Lender from participating in the relevant Certain Funds Utilisation and will not in any way affect the obligations of any other Lender; and

(3)

(iii)

solely in relation to an Agreed Certain Funds Utilisation under an Incremental Facility, the additional conditions or events (if any) specified in the relevant Incremental Facility Notice or other notice in relation to that Agreed Certain Funds Period and Agreed Certain Funds Utilisation are complied with or satisfied.

(b)

During the Agreed Certain Funds Period (save in respect of a Revolving Facility Lender or relevant Incremental Facility Lender (as the case may be) in circumstances where, pursuant to paragraph ‎(a) above, that Revolving Facility Lender or Incremental Facility Lender (as the case may be) is not obliged to comply with Clause ‎5.4 (Lenders’ Participation), none of the Revolving Facility Lenders or relevant Incremental Facility Lenders (as the case may be) shall be entitled in respect of an Agreed Certain Funds Utilisation (and the corresponding Commitments to which it relates) to:

(i)

cancel any of its Commitments in respect of the relevant Facility;

(ii)

rescind, terminate or cancel this Agreement or any of the Facilities or exercise any similar right or remedy or take any action or make or enforce any claim under the Finance Documents it may have in respect of that Facility to the extent that such action, claim or enforcement would directly or indirectly prevent or limit the making of that Agreed Certain Funds Utilisation;

(iii)

refuse to participate in the making of an Agreed Certain Funds Utilisation;

(iv)

exercise any right of set-off or counterclaim or similar right or remedy which it may have in relation to an Agreed Certain Funds Utilisation;

(v)

cancel, accelerate or cause repayment or prepayment of any amounts owing under this Agreement or under any other Finance Document or exercise any enforcement rights under any Transaction Security Document (in each case in respect of the relevant Facility) to the extent to do so would prevent or limit the making of that Agreed Certain Funds Utilisation;

(vi)

take any other action or make or enforce any claim (in its capacity as a Lender under the relevant Facility) to the extent that such action, claim or enforcement would directly or indirectly prevent or limit the making of that Agreed Certain Funds Utilisation; and

(vii)

declare that cash cover in relation to an Ancillary Facility is immediately due and payable on demand,

provided that subject to the Clean-Up Period immediately upon the expiry of the relevant Agreed Certain Funds Period all such rights, remedies and entitlements shall be available to the Finance Parties in respect of that Agreed Certain Funds Period notwithstanding that they may not have been used or been available for use during the applicable Agreed Certain Funds Period and provided further that this paragraph ‎(b) shall be without prejudice to and shall not prevent or limit the exercise of any rights of any Finance Parties in respect of any other Facility, Loan, utilisation or Commitment.

5.	Utilisation - Loans

5.1	Delivery of a Utilisation Request

A Borrower (or the Company on its behalf) may utilise a Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time (or such later time agreed by the Agent (acting reasonably)).

5.2	Completion of a Utilisation Request for Loans

(a)

Each Utilisation Request for a Loan is irrevocable and will not be regarded as having been duly completed unless:

(i)

it identifies the Facility to be utilised;

(ii)

it identifies the relevant Borrower;

(iii)

the proposed Utilisation Date is a Business Day within the Availability Period applicable to that Facility;

(iv)

the currency and amount of the Loan comply with Clause ‎5.3 (Currency and amount); and

(v)

the proposed Interest Period complies with Clause ‎‎13 (Interest Periods).

(b)

A Utilisation Request may be submitted by the Company on behalf of an entity which is, at the point at which the Utilisation Request is submitted, not a Borrower under this Agreement (an “Acceding Entity”) provided that at the point at which the relevant Loan is made available to the Acceding Entity, the Acceding Entity has become an Additional Borrower under and in accordance with the terms of this Agreement.

(c)

Multiple Loans may be requested in a Utilisation Request where the proposed Utilisation Date is the Closing Date. Only one Loan may be requested in each other Utilisation Request.

5.3	Currency and amount

(a)

The currency specified in a Utilisation Request must be:

(i)

in relation to a Revolving Facility or an Incremental Facility, the Base Currency or an Optional Currency; and

(ii)

in relation to an Ancillary Facility, the currency or currencies agreed between the Lender (or its Affiliate) providing it and the Company.

(b)

The amount of the proposed Loan must be:

(i)

for the Original Revolving Facility:

(A)

if the currency selected is EUR, a minimum of €250,000 or, if less, the Available Facility;

(B)

if the currency selected is GBP, a minimum of £250,000 or, if less, the Available Facility;

(C)

if the currency selected is USD, a minimum of $250,000 or, if less, the Available Facility; or

(D)

if the currency selected is an Optional Currency (other than GBP or USD), the minimum amount specified by the Agent pursuant to paragraph (b)(ii) of Clause ‎4.3 (Conditions relating to Optional Currencies) or, if less, the Available Facility; or

(ii)

for the Incremental Facility, an amount equal to the minimum amount agreed in respect of a Loan denominated in a particular currency agreed with the Incremental Facility Lenders of that Incremental Facility or, if less, the Available Facility.

5.4	Lenders’ participation

(a)

If the conditions set out in this Agreement have been met, and subject to Clause ‎‎8.2 (Repayment of Revolving Facility Loans), each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.

(b)

Other than as set out in paragraph ‎(c) below, the amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.

(c)

If a Revolving Facility Loan is made to repay Ancillary Outstandings, each Lender’s participation in that Loan will be in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Revolving Facility Loans then outstanding bearing the same proportion to the aggregate amount of the Revolving Facility Loans then outstanding as its Revolving Facility Commitment bears to the Total Revolving Facility Commitments.

(d)

The Agent shall determine the Base Currency Amount of each Revolving Facility Loan and/or Incremental Facility Loan which is to be made in an Optional Currency and notify each Lender of the amount, currency and the Base Currency Amount of each Loan, the amount of its participation in that Loan and, if different, the amount of that participation to be made available in accordance with Clause ‎33.1 (Payments to the Agent) by the Specified Time.

5.5	Limitations on Loans

(a)

The Original Revolving Facility shall not be utilised unless the Closing Date has, or will on the date of the first utilisation of the Original Revolving Facility, occurred.

(b)

The maximum aggregate amount of the Ancillary Commitments of all the Lenders shall not at any time exceed the Total Revolving Facility Commitments.

5.6	Cancellation of Commitment

(a)

The Original Revolving Facility Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period for that Facility or, if the Closing Date has not occurred on or before the last day of the Certain Funds Period, on such date.

(b)

The Incremental Facility Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period for the relevant Incremental Facility.

6.	Optional Currencies

6.1	Selection of currency

A Borrower (or the Company on its behalf) shall select the currency of a Revolving Facility Loan or an Incremental Facility Loan in a Utilisation Request.

6.2	Unavailability of a currency

If before the Specified Time on any Quotation Day:

(a)

a Revolving Facility Lender or an Incremental Facility Lender, as applicable, notifies the Agent that the Optional Currency requested is not readily available to it in the amount and for the period required; or

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(b)

a Revolving Facility Lender or an Incremental Facility Lender, as applicable, notifies the Agent that compliance with its obligation to participate in a Loan in the proposed Optional Currency would contravene a law or regulation applicable to it,

the Agent will give notice to the relevant Borrower or the Company to that effect by the Specified Time on that day. In this event, any Lender that gives notice pursuant to this Clause ‎‎6.2 will be required to participate in the Loan in the Base Currency (in an amount equal to that Lender’s proportion of the Base Currency Amount, or, in respect of a Rollover Loan, an amount equal to that Lender’s proportion of the Base Currency Amount of the Rollover Loan that is due to be made) and its participation will be treated as a separate Loan denominated in the Base Currency during that Interest Period.

6.3	Agent’s calculations

Each Lender’s participation in a Loan will be determined in accordance with paragraph ‎(b) of Clause ‎‎5.4 (Lenders’ participation).

7.	Ancillary Facilities

7.1	Type of Facility

An Ancillary Facility may be by way of:

(a)

an overdraft facility, cheque clearing, automated payment or other current account or similar;

(b)

a guarantee, bonding, documentary or stand-by letter of credit facility;

(c)

a short term loan facility;

(d)

a derivatives or hedging facility;

(e)

a foreign exchange facility;

(f)

a credit card facility; or

(g)

any other facility or accommodation required or desirable in connection with the business of the Group and which is agreed by the Company with an Ancillary Lender.

7.2	Availability

(a)

If the Company and a Lender agree and except as otherwise provided in this Agreement, the Lender (or, in accordance with Clause ‎7.8 (Affiliates of Lenders as Ancillary Lenders), one of its Affiliates) may provide all or part of its Revolving Facility Commitment as an Ancillary Facility.

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(b)

An Ancillary Facility shall not be made available unless, not later than three (3) Business Days prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company:

(i)

a notice in writing of the establishment of an Ancillary Facility and specifying:

(A)

the proposed Borrower(s) (or Affiliates of a Borrower) which may use the Ancillary Facility;

(B)

the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility;

(C)

the proposed type of Ancillary Facility to be provided;

(D)

the proposed Ancillary Lender;

(E)

the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility and, in the case of a Multi-account Overdraft, its Designated Gross Amount and its Designated Net Amount; and

(F)

the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and

(ii)

any other information which the Agent may reasonably request in connection with the Ancillary Facility.

(c)

The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility.

(d)

Subject to compliance with paragraph ‎(b) above:

(i)

the Lender concerned (or, in accordance with Clause ‎7.8 (Affiliates of Lenders as Ancillary Lenders), one of its Affiliates) will become an Ancillary Lender; and

(ii)

the Ancillary Facility will be available,

with effect from the date agreed by the Company and the Ancillary Lender.

7.3	Terms of Ancillary Facilities

(a)

Except as provided below, the terms of any Ancillary Facility will be those agreed by the Ancillary Lender and the Company.

(b)

Those terms:

(i)

must be based upon normal commercial terms at that time (except as varied by this Agreement);

(ii)

may allow Borrowers (or Affiliates of Borrowers nominated pursuant to Clause ‎7.9 (Affiliates of Borrowers)) to use the Ancillary Facility;

(iii)

may not allow the Ancillary Outstandings to exceed the Ancillary Commitment;

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(iv)

may not allow a Lender’s Ancillary Commitment to exceed that Lender’s Available Commitment relating to the relevant Revolving Facility (before taking into account the effect of the Ancillary Facility on that Available Commitment); and

(v)

must require that the Ancillary Commitment is reduced to zero, and that all Ancillary Outstandings are repaid not later than the Termination Date applicable to the relevant Revolving Facility (or such earlier date as the Revolving Facility Commitment of the relevant Ancillary Lender (or its Affiliate) is reduced to zero).

(c)

If there is any inconsistency between any term of an Ancillary Facility and any term of this Agreement, this Agreement shall prevail except for:

(i)

Clause ‎‎36.3 (Day count convention) which shall not prevail for the purposes of calculating fees, interest or commission relating to an Ancillary Facility;

(ii)

an Ancillary Facility comprising more than one account where the terms of the Ancillary Documents shall prevail to the extent required to permit the netting of balances on those accounts; and

(iii)

where the relevant term of this Agreement would be contrary to, or inconsistent with, the law governing the relevant Ancillary Document, in which case that term of this Agreement shall not prevail.

(d)

Interest, commission and fees on Ancillary Facilities are dealt with in Clause ‎15.4 (Interest, commission and fees on Ancillary Facilities).

7.4	Repayment of Ancillary Facility

(a)

An Ancillary Facility shall cease to be available on the Termination Date applicable to the relevant Revolving Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement.

(b)

If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment of the Ancillary Lender shall be reduced to zero.

(c)

No Ancillary Lender may demand repayment or prepayment of any Ancillary Outstandings prior to the expiry date of the relevant Ancillary Facility unless:

(i)

required to reduce the Gross Outstandings of a Multi-account Overdraft to or towards an amount equal to Designated Net Amount;

(ii)

the Total Revolving Facility Commitments have been cancelled in full or all outstanding Loans under the relevant Revolving Facility have become due and payable in accordance with the terms of this Agreement;

(iii)

it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility (or it becomes unlawful for any Affiliate of the Ancillary Lender for the Ancillary Lender to do so); or

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(iv)

both:

(A)

the Available Commitments relating to the relevant Revolving Facility; and

(B)

the notice of the demand given by the Ancillary Lender,

would not prevent the relevant Borrower funding the repayment of those Ancillary Outstandings in full by way of Revolving Facility Loan.

(d)

No Default, Event of Default, Margin Event of Default, Relevant Event of Default, Major Event of Default or Material Event of Default shall be caused by an Ancillary Lender making demand for repayment or prepayment of an Ancillary Facility in breach of paragraph ‎(c) above.

(e)

If a Revolving Facility Loan is made to repay Ancillary Outstandings in full, the relevant Ancillary Commitment shall be reduced to zero.

7.5	Limitation on Ancillary Outstandings

Each Borrower shall procure that:

(a)

the Ancillary Outstandings under any Ancillary Facility shall not exceed the Ancillary Commitment applicable to that Ancillary Facility; and

(b)

in relation to a Multi-account Overdraft:

(i)

the Ancillary Outstandings shall not exceed the Designated Net Amount applicable to that Multi-account Overdraft; and

(ii)

the Gross Outstandings shall not exceed the Designated Gross Amount applicable to that Multi-account Overdraft.

7.6	Adjustment for Ancillary Facilities upon acceleration

(a)

In this Clause ‎‎7.6:

(i)

“Revolving Outstandings” means, in relation to a Lender, the aggregate of the equivalent in the Base Currency of:

(A)

its participation in each Revolving Facility Loan then outstanding (together with the aggregate amount of all accrued interest, fees and commission owed to it as a Lender under the relevant Revolving Facility); and

(B)

if the Lender is also an Ancillary Lender, the Ancillary Outstandings in respect of Ancillary Facilities provided by that Ancillary Lender (or by its Affiliate) (together with the aggregate amount of all accrued interest, fees and commission owed to it (or to its Affiliate) as an Ancillary Lender in respect of the Ancillary Facility); and

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(ii)

“Total Revolving Outstandings” means the aggregate of all Revolving Outstandings.

(b)

If a Declared Default is continuing, each Lender and each Ancillary Lender shall (subject to paragraph ‎‎(g)) below) promptly adjust (by making or receiving (as the case may be) corresponding transfers of rights and obligations under the Finance Documents relating to Revolving Outstandings) their claims in respect of amounts outstanding to them under the relevant Revolving Facility and each Ancillary Facility to the extent necessary to ensure that after such transfers the Revolving Outstandings of each Lender bear the same proportion to the Total Revolving Outstandings as such Lender’s Revolving Facility Commitment bears to the Total Revolving Facility Commitments, each as at the date the Agent exercises the relevant right(s) under Clause ‎26.15 (Acceleration) or Clause ‎26.16 (Super Senior Acceleration).

(c)

If an amount outstanding under an Ancillary Facility is a contingent liability and that contingent liability becomes an actual liability or is reduced to zero after the original adjustment is made under paragraph ‎(b) above, then each Lender and Ancillary Lender will make a further adjustment (by making or receiving (as the case may be) corresponding transfers of rights and obligations under the Finance Documents relating to Revolving Outstandings to the extent necessary) to put themselves in the position they would have been in had the original adjustment been determined by reference to the actual liability or, as the case may be, zero liability and not the contingent liability.

(d)

Any transfer of rights and obligations relating to Revolving Outstandings made pursuant to this Clause ‎‎7.6 shall be made for a purchase price in cash, payable at the time of transfer, in an amount equal to those Revolving Outstandings (less any accrued interest, fees and commission to which the transferor will remain entitled to receive notwithstanding that transfer, pursuant to Clause ‎‎27.14 (Pro rata interest settlement)).

(e)

Prior to the application of the provisions of paragraph ‎‎(b) above, an Ancillary Lender that has provided a Multi-account Overdraft shall set-off any Available Credit Balance on any account comprised in that Multi-account Overdraft.

(f)

All calculations to be made pursuant to this Clause ‎‎7.6 shall be made by the Agent based upon information provided to it by the Lenders and Ancillary Lenders and the Agent’s Spot Rate of Exchange.

(g)

This Clause ‎‎7.6 shall not oblige any Lender to accept the transfer of a claim relating to an amount outstanding under an Ancillary Facility which is not denominated (pursuant to the relevant Finance Document) in either EUR, GBP or USD or a currency which has been an Optional Currency for the purpose of any Revolving Facility Loan or in another currency which is acceptable to that Lender.

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7.7	Information

Each Borrower and each Ancillary Lender shall, promptly upon request by the Agent, supply the Agent with any information relating to the operation of an Ancillary Facility (including the Ancillary Outstandings) as the Agent may reasonably request from time to time. Each Borrower consents to all such information being released to the Agent and the other Finance Parties.

7.8	Affiliates of Lenders as Ancillary Lenders

(a)

Subject to the terms of this Agreement, an Affiliate of a Lender may become an Ancillary Lender. In such case, the Lender and its Affiliate shall save for the purposes of Clause ‎16 (Tax Gross-up and Indemnities), or otherwise in respect of Tax) be treated as a single Lender whose Revolving Facility Commitment is the amount set out opposite the relevant Lender’s name in Part 3 of Schedule ‎1 (The Original Parties) and/or the amount of any Revolving Facility Commitment transferred to or assumed by that Lender under this Agreement, to the extent (in each case) not cancelled, reduced or transferred by it under this Agreement.

(b)

The Company shall specify any relevant Affiliate of a Lender in any notice delivered by the Company to the Agent pursuant to paragraph (b)(i) of Clause ‎7.2 (Availability).

(c)

An Affiliate of a Lender which becomes an Ancillary Lender shall accede to the Intercreditor Agreement as an Ancillary Lender and any person which so accedes to the Intercreditor Agreement shall, at the same time, become a Party as an Ancillary Lender in accordance with clause 19.9 (Creditor/Agent Accession Undertaking) of the Intercreditor Agreement.

(d)

Where this Agreement or any other Finance Document imposes an obligation on an Ancillary Lender and the relevant Ancillary Lender is an Affiliate of a Lender which is not a party to that document, the relevant Lender shall ensure that the obligation is performed by its Affiliate.

7.9	Affiliates of Borrowers

(a)

Subject to the terms of this Agreement, an Affiliate of a Borrower incorporated in a jurisdiction that is not an Excluded Jurisdiction may with the approval of the relevant Lender become a borrower with respect to an Ancillary Facility.

(b)

The Company shall specify any relevant Affiliate of a Borrower in any notice delivered by the Company to the Agent pursuant to paragraph (b)(i) of Clause ‎7.2 (Availability).

(c)

If a Borrower ceases to be a Borrower under this Agreement in accordance with Clause ‎‎29.3 (Resignation of a Borrower), its Affiliate shall cease to have any rights under this Agreement or any Ancillary Document.

(d)

Where this Agreement or any other Finance Document imposes an obligation on a Borrower under an Ancillary Facility and the relevant Borrower is an Affiliate of a Borrower which is not a party to that document, the relevant Borrower shall ensure that the obligation is performed by its Affiliate.

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(e)

Any reference in this Agreement or any other Finance Document to a Borrower being under no obligations (whether actual or contingent) as a Borrower under such Finance Document shall be construed to include a reference to any Affiliate of a Borrower being under no obligations under any Finance Document or Ancillary Document.

7.10	Revolving Facility Commitment amounts

Notwithstanding any other term of this Agreement, each Lender shall ensure that at all times its Revolving Facility Commitment is not less than:

(a)

its Ancillary Commitment; or

(b)

where relevant, the Ancillary Commitment of its Affiliate.

7.11	Amendments and waivers – Ancillary Facilities

No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including under this Clause ‎‎7). In such a case, Clause ‎‎39 (Amendments and waivers) will apply.

8.	Repayment

8.1	Repayment of Term Loans

(a)

Each Incremental Facility Borrower which has drawn an Incremental Term Facility Loan shall repay that Incremental Term Facility Loan under that Incremental Term Facility in accordance with the repayment terms set out in the Incremental Facility Notice relating to that Incremental Term Facility.

(b)

Each Borrower under an Ancillary Facility shall repay the Ancillary Facility Loans under that Ancillary Facility in accordance with the repayment terms agreed between that Borrower and the Lender (or its Affiliate) providing such Ancillary Facility.

8.2	Repayment of Revolving Facility Loans

(a)

Subject to paragraph ‎(b) below and Clause ‎8.3 (Rollover of Loans), each Revolving Facility Borrower which has drawn a Revolving Facility Loan shall repay that Loan on the last day of its Interest Period.

(b)

Any amount of any Revolving Facility Loan outstanding on the Termination Date for each Revolving Facility in respect of which it is outstanding shall be repaid on that date.

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8.3	Rollover of Loans

(a)

Without prejudice to each Borrower’s obligation under paragraph ‎(a) of Clause ‎8.2 (Repayment of Revolving Facility Loans) above, if one or more Revolving Facility Loans are to be made available to a Borrower:

(i)

on the same day that a maturing Revolving Facility Loan is due to be repaid by that Borrower;

(ii)

in the same currency as the maturing Revolving Facility Loan (unless it arose as a result of the operation of Clause ‎‎6.2 (Unavailability of a currency));

(iii)

in whole or in part for the purpose of refinancing the maturing Revolving Facility Loan; and

(iv)

the proportion borne by each Lender’s participation in the maturing Revolving Facility Loan to the amount of that maturing Revolving Facility Loan is the same as the proportion borne by that Lender’s participation in the new Revolving Facility Loans to the aggregate amount of new Revolving Facility Loans,

and the aggregate amount of the new Revolving Facility Loans shall, unless the relevant Borrower or the Company notifies the Agent to the contrary in the relevant Utilisation Request, be treated as if applied in or towards repayment of the maturing Revolving Facility Loan so that:

(A)

if the amount of the maturing Revolving Facility Loan exceeds the aggregate amount of the new Revolving Facility Loans:

(1)

the relevant Borrower will only be required to make a payment under Clause ‎‎33.1 (Payments to the Agent) in an amount in the relevant currency equal to that excess; and

(2)

each Lender’s participation in the new Revolving Facility Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation in the maturing Revolving Facility Loan and that Lender will not be required to make a payment under Clause ‎‎33.1 (Payments to the Agent) in respect of its participation in the new Revolving Facility Loans; and

(B)

if the amount of the maturing Revolving Facility Loan is equal to or less than the aggregate amount of the new Revolving Facility Loans:

(1)

the relevant Borrower will not be required to make a payment under Clause ‎33.1 (Payments to the Agent); and

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(2)

each Lender will be required to make a payment under Clause ‎‎33.1 (Payments to the Agent) in respect of its participation in the new Revolving Facility Loans only to the extent that its participation in the new Revolving Facility Loans exceeds that Lender’s participation in the maturing Revolving Facility Loan and the remainder of that Lender’s participation in the new Revolving Facility Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation in the maturing Revolving Facility Loan.

(b)

If:

(i)

any Revolving Facility Loan is not repaid on the last day of its Interest Period;

(ii)

the applicable Borrower (or the Company on its behalf) has not notified the Agent that it intends to repay such Revolving Facility Loan on the last day of its Interest Period; and

(iii)

no Declared Default has occurred and is continuing,

a Rollover Loan shall be deemed to have been drawn on the last day of the Interest Period for that Revolving Facility Loan and applied in repayment of that Revolving Facility Loan.

8.4	Loans provided by a Defaulting Lender

(a)

At any time when a Revolving Facility Lender becomes a Defaulting Lender, the maturity date of each of the participations of that Lender in the Revolving Facility Loans then outstanding will be automatically extended to the Termination Date applicable to the relevant Revolving Facility and will be treated as separate Revolving Facility Loans (the “Separate Loans”) denominated in the currency in which the relevant participations are outstanding.

(b)

If the Borrower makes a prepayment of a Revolving Facility Loan pursuant to Clause ‎‎9.4 (Voluntary prepayment of Revolving Facility Loans), a Borrower to whom a Separate Loan is outstanding may prepay that Loan by giving not less than one (1) Business Days’ prior notice to the Agent. The proportion borne by the amount of the prepayment of the Separate Loan to the amount of the Separate Loans shall not exceed the proportion borne by the amount of the prepayment of the Revolving Facility Loan to the Revolving Facility Loans. The Agent will forward a copy of a prepayment notice received in accordance with this paragraph ‎(b) to the Defaulting Lender concerned as soon as practicable on receipt.

(c)

Interest in respect of a Separate Loan will accrue for successive Interest Periods selected by the Borrower by the time and date specified by the Agent (acting reasonably) and will be payable by that Borrower to the Agent (for the account of that Defaulting Lender) on the last day of each Interest Period of that Loan.

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(d)

The terms of this Agreement relating to Revolving Facility Loans generally shall continue to apply to Separate Loans other than to the extent inconsistent with paragraphs ‎(a) to ‎(c) above, in which case those paragraphs shall prevail in respect of any Separate Loan.

9.	Illegality, voluntary prepayment and cancellation

9.1	Illegality

If, in any applicable jurisdiction, it becomes unlawful for a Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in any Loan or it becomes unlawful for any Affiliate of a Lender for that Lender to do so:

(a)

that Lender, shall promptly notify the Agent upon becoming aware of that event (and setting out details thereof) and the Agent shall promptly notify the Company of the same; and

(b)

save where such Lender is to be replaced pursuant to Clause ‎39.8 (Replacement of Lender):

(i)

upon the Agent notifying the Company, each Available Commitment of that Lender will be immediately cancelled to the extent necessary to comply with applicable laws; and

(ii)

to the extent that the Lender’s participation has not been transferred pursuant to Clause ‎39.8 (Replacement of Lender), each Borrower shall repay that Lender’s participation in the Loans made to that Borrower on the last day of the Interest Period for each Loan occurring after the Agent has notified the Company or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender’s corresponding Commitment(s) shall be cancelled in the amount of the participations repaid.

This Clause ‎9.1 is without prejudice to the obligations of the Finance Parties under Clause ‎19.1 (Mitigation) and the Company’s rights in relation thereto.

9.2	Voluntary cancellation

(a)

The Company may, if it gives the Agent not less than three Business Days’ prior notice, cancel the whole or any part of an Available Facility.

(b)

Any cancellation under this Clause ‎‎9.2 shall reduce the Commitments of the Lenders rateably under that Facility.

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9.3	Voluntary prepayment of Term Loans

(a)

A Borrower to which a Term Loan has been made may, if it or Company gives the Agent not less than:

(i)

in relation to a Term Loan which is a Term Rate Loan, three (3) Business Days’ (or such shorter period as the Majority Lenders in relation to the relevant Loan(s) may agree) prior notice; or

(ii)

in relation to a Term Loan which is a Compounded Rate Loan, three (3) RFR Banking Days’ (or such shorter period as the Majority Lenders in relation to the relevant Loan(s) may agree) prior notice,

prepay (or procure repayment of) the whole or any part of that Term Loan (but, if in part, being an amount that reduces the Base Currency Amount of that Term Loan by a minimum amount of £250,000).

(b)

Voluntary prepayments pursuant to this Clause ‎‎9.3 shall be applied in prepayment of the Term Loans and repayment instalments in such order as the Company may direct.

9.4	Voluntary prepayment of Revolving Facility Loans

(a)

A Borrower to which a Revolving Facility Loan has been made may, if it or the Company gives the Agent not less than:

(i)

in relation to an Original Revolving Facility Loan which is a Term Rate Loan, three (3) Business Days’ (or such shorter period as the Majority Lenders in relation to the relevant Loan(s) may agree) prior notice; or

(ii)

in relation to an Original Revolving Facility Loan which is a Compounded Rate Loan, three (3) RFR Banking Days’ (or such shorter period as the Majority Lenders in relation to the relevant Loan(s) may agree) prior notice,

prepay the whole or any part of an Original Revolving Facility Loan (but if in part, being an amount that reduces the Base Currency Amount of the Original Revolving Facility Loan by a minimum amount of £250,000 or, if less, the Available Facility).

(b)

If an Incremental Revolving Facility is being prepaid:

(i)

the notice period required in respect of such prepayment must be that which is agreed by the relevant Incremental Revolving Facility Lenders; and

(ii)

the amount of any prepayment of an Incremental Revolving Facility Loan must be in a minimum amount agreed by the relevant Incremental Revolving Facility Lenders and specified in the applicable Incremental Facility Notice or, if less, the Available Facility.

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(c)

Voluntary prepayments pursuant to this Clause ‎‎9.4 shall be applied as the Company may direct (in its sole and absolute discretion) including against any part of a Revolving Facility, tranche and/or Revolving Facility Loan (or, in each case, part thereof).

9.5	Voluntary prepayment by a Borrower that is a U.S. Person

Notwithstanding anything to the contrary in any Finance Document, any Borrower that is a U.S. Person shall be permitted to prepay at any time without penalty such principal amount of a Loan to the extent necessary (as reasonably determined by such Borrower) to avoid the application of the U.S. tax rules pertaining to “applicable high yield discount obligations” (within the meaning of Section 163(i) of the Code).

9.6	Right of cancellation and repayment in relation to a single Lender

(a)

If:

(i)

any sum payable to any Lender by an Obligor is required to be increased under Clause ‎‎16.2 (Tax gross-up);

(ii)

any Lender claims indemnification from any Obligor under Clause ‎‎16.3 (Tax indemnity) or Clause ‎‎17.1 (Increased costs);

(iii)

in relation to a Term Rate Loan, any Lender’s costs of funding participations in any Loan is in excess of the applicable Primary Term Rate (taking into account any relevant floor) and it has notified the Agent of its cost of funding under Clause ‎14.5 (Cost of funds) where only some, but not all of the Lenders under a particular Facility, are invoking such clause; or

(iv)

any Lender becomes a Defaulting Lender or a Non-Consenting Lender,

the Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, or whilst such Lender remains a Lender which is invoking Clause ‎14.5 (Cost of funds) or a Defaulting Lender or Non-Consenting Lender,

(A)

if the circumstance relates to a Lender, the Company may:

(1)

require the transfer or assignment in accordance with this Agreement of all or any part (other than in relation to a Non-Consenting Lender, which must be all) (but at par only) of that Lender’s Commitments and participations in the Loans to a person nominated by the Company willing to accept that transfer or assignment; or

(2)

give the Agent notice of cancellation of all or any part (other than in relation to a Non-Consenting Lender which must be all) of that Lender’s Commitments and the Company’s intention to procure the repayment of all or any part (other than in relation to a Non-Consenting Lender which must be all) of that Lender’s participations in the Loans, whereupon the relevant part of the Commitments of that Lender which have been cancelled shall immediately be reduced to zero; and

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(B)

if the circumstance relates to an Ancillary Lender, the Company may give the Agent notice of cancellation of all or any part of that person’s Ancillary Commitment and the Company’s intention to procure the repayment of all or any part of the utilisations of any Ancillary Facility granted by that person, whereupon the relevant part of that Ancillary Commitment of that person shall immediately be reduced to zero.

(b)

On the last day of each Interest Period which ends after the Company has given notice under paragraphs (a)(iv)(A)(2) or (a)(iv)(B) above (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Loan or utilisation of an Ancillary Facility is outstanding shall repay that Lender’s participation in that Loan or the utilisation of the Ancillary Facility granted by that Ancillary Lender (or, if applicable, the relevant part thereof) together with, in each case, all interest and other amounts accrued under the Finance Documents.

(c)

On receipt of a notice referred to in paragraph ‎(a) above in relation to a Lender, the Available Commitment(s) of that Lender shall immediately be reduced to zero.

9.7	Right of cancellation in relation to a Defaulting Lender

(a)

If any Lender becomes a Defaulting Lender, the Company may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent three (3) Business Days’ notice of:

(i)

prepayment of all or any part of the participations of that Lender in any Loans without any premium or penalty; and/or

(ii)

cancellation of all or any part of each Available Commitment of that Lender.

(b)

On the notice referred to in paragraph ‎(a) above becoming effective, each Available Commitment (or part thereof) of the Defaulting Lender shall immediately be reduced to zero.

(c)

The Agent shall as soon as practicable after receipt of a notice referred to in paragraph ‎(a) above, notify all the Lenders.

10.	Mandatory prepayment and cancellation

Exit

Upon the occurrence of:

(a)

a Change of Control which is continuing; or

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(b)

the sale of all or substantially all of the assets of the Group whether in a single transaction or a series of related transactions,

(each an “Exit”):

(i)

the Company shall promptly notify the Agent upon becoming aware of the occurrence of such event (an “Agent Notice”), and

(ii)

the Company may, at its option (in its absolute discretion) (as specified in the Agent Notice), elect either:

(A)

for each Lender to have an individual right, exercisable within thirty (30) days of and including the Agent Notice, to require:

(1)

and by no less than five (5) Business Days’ prior written notice to the Company, its undrawn Commitments to be cancelled; and

(2)

that, following no less than twenty (20) days and no more than thirty (30) days, after the date on which the five (5) Business Days’ prior written notice given by the Lender under sub-paragraph ‎(1) above expires, all of its outstanding participations in Loans under this Agreement are repaid with accrued interest and any other amounts due and payable to that Lender under the Finance Documents,

and the rights, remedies, obligations and liabilities under or in connection with the Finance Document of any Lender that does not exercise its rights within the period specified in sub-paragraph ‎(1) shall continue as if the Exit had not occurred; or

(B)

all outstanding undrawn Commitments of each Lender shall be immediately cancelled and all outstanding Loans shall become immediately due and payable, together with accrued interest and other amounts accrued to each Lender under the Finance Documents.

10.2	Ability to Refuse Prepayment

(a)

If any Lender waives its right to receive a prepayment under Section ‎4 (Limitation on Sales of Assets and Subsidiary Stock) of Schedule 16 (General Undertakings), all or part of the amount in respect of which that Lender has waived its right to redemption may, at the option of the Company:

(i)

be offered to any Lender selected by the Company that wishes to receive a share in excess of its pro rata entitlement;

(ii)

be applied towards discharging other Indebtedness of the Group; and/or

(iii)

be retained by the Group and applied for any other purpose not prohibited by this Agreement.

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11.	Restrictions

11.1	Notices of cancellation or prepayment

Any notice of cancellation, prepayment, authorisation or other election given by any Party under Clause ‎‎9 (Illegality, voluntary prepayment and cancellation) or Section ‎4 (Limitation on Sales of Assets and Subsidiary Stock) shall (subject to the terms of those Clauses) be conditional and/or revocable at the option of the relevant Borrower or (or the Company on its behalf) and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

11.2	Interest and other amounts

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs (which shall be payable in accordance with Clause ‎14.7 (Break Costs)), without premium or penalty.

11.3	No reborrowing of Term Facilities

No Borrower may reborrow any part of a Term Facility which is prepaid.

11.4	Reborrowing of Revolving Facility

Unless a contrary indication appears in this Agreement, any part of a Revolving Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement.

11.5	Prepayment in accordance with Agreement

No Borrower shall repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

11.6	No reinstatement of Commitments

Subject to Clause ‎2.3 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

11.7	Agent’s receipt of notices

If the Agent receives a notice under Clause ‎9 (Illegality, voluntary prepayment and cancellation) or Section ‎4 (Limitation on Sales of Assets and Subsidiary Stock) of Schedule 16 (General Undertakings), it shall promptly forward a copy of that notice or election to either the Company or the affected Lender, as appropriate.

11.8	Effect of repayment and prepayment on Commitments

If all or part of any Lender’s participation in a Loan under a Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause ‎‎4.2 (Further conditions precedent) or Clause ‎4.6 (Utilisations of Revolving Facility and Incremental Facility Loans during the Agreed Certain Funds Period)), an amount of that Lender’s Commitment (equal to the Base Currency Amount of the amount of the participation which is repaid or prepaid) in respect of that Facility will be deemed to be cancelled on the date of repayment or prepayment.

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11.9	Application of prepayments

Any prepayment of a Loan (other than a prepayment pursuant to Clause ‎9.1 (Illegality) or Clause ‎9.5 (Right of cancellation and repayment in relation to a single Lender)) shall be applied pro rata to each Lender’s participation in that Loan.

11.10

Prepayment not required

Despite any other provision of this Agreement to the contrary, no prepayments of any Loan pursuant to Section ‎4 (Limitation on Sales of Assets and Subsidiary Stock) of Schedule 16 (General Undertakings) (and movements of cash to facilitate such prepayments) shall be required under or pursuant to this Agreement if:

(a)

they are prohibited by the Intercreditor Agreement (or any other Finance Document);

(b)

it would be unlawful (including under laws or regulations concerning financial assistance, corporate benefit restrictions on upstreaming of cash intra-group, distributable reserves, the fiduciary and statutory duties of the directors of the relevant members of the Group) or inconsistent with any foreign exchange controls or ‘trapped cash’ considerations for the recipient of the relevant payment to make or fund such prepayment or payment provided that the Company has used commercially reasonable endeavours to overcome such obstacles; or

(c)

such prepayment or payment or the funding of such prepayment or payment would (provided that the Company has used commercially reasonable endeavours to overcome such obstacles):

(i)

be reasonably likely to result in the directors or other officers of a member of the Group or of that recipient incurring personal liability (and external legal advice confirming this shall be conclusive evidence of the same); or

(ii)

result in a member of the Group incurring Tax or other costs to the Group as a direct or indirect result of making (or moving funds to make) in excess of three (3) per cent. of such payment or amount, provided that if at any time such restrictions are removed, any relevant prepayment will be made as soon as reasonably practicable.

11.11

Prepayment Fees

The rate and terms attaching to the prepayment fee (if any) applicable to an Incremental Facility shall be set out in the relevant Incremental Facility Notice.

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12.	Interest

12.1	Calculation of interest – Term Rate Loans

The rate of interest on each Term Rate Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(a)

Margin; and

(b)

Term Reference Rate,

(the sum of paragraphs ‎(a) and ‎(b) above being referred to in this Clause ‎12 as the “Term Rate Loan Interest Rate”).

12.2	Calculation of interest – Compounded Rate Loans

(a)

The rate of interest on each Compounded Rate Loan for any day during an Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(i)

Margin; and

(ii)

Compounded Reference Rate for that day,

(the sum of paragraphs ‎(i) and ‎(ii) above being referred to in this Clause ‎12 as the “Compounded Rate Loan Interest Rate” and, together with the Term Rate Loan Interest Rate, the “Interest Rate”).

(b)

If any day during an Interest Period for a Compounded Rate Loan is not an RFR Banking Day, the Compounded Rate Loan Interest Rate for that day will be the rate applicable to the immediately preceding RFR Banking Day.

12.3	Payment of interest

(a)

The Borrower to which a Loan has been made shall pay accrued interest on that Loan on the last day of each Interest Period or, in relation to any Compounded Rate Loan, if later, on the date falling three (3) applicable RFR Banking Days after the date on which the Agent notifies the relevant Borrower of the amount of the relevant Compounded Rate Interest Payment for that Loan in respect of that Interest Period in accordance with Clause ‎12.5 (Notification).

(b)

If the Annual Financial Statements and related Compliance Certificate received by the Agent show that a higher or lower Margin should have applied during a certain period, then, the next interest payment(s) in respect of any Facility to which a higher or lower Margin should have applied shall be increased or reduced (as appropriate) by (x) if a higher Margin should have been applied, the amount necessary to put the Lenders in the position they would have been had the appropriate rate of the Margin applied during such or (y) if a lower Margin should have been applied, the aggregate of the amount received by Lenders under that Facility, which were in excess of the amount they should have received had the Margin been calculated correctly provided that:

(i)

the amount of such reduction in respect of each Lender referred to in sub-paragraph (y) above shall not exceed the amount of excess interest that Lender received (by way of cash payment or capitalisation) during the period in which the lower Margin should have applied; and

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(ii)

the amount of such increase referred to in sub-paragraph (x) above shall only apply to the extent the Lender which received the underpayment of interest remains a Lender as at the date of such adjustment and, with respect to payments to Lenders referred to in sub-paragraph (y) above, such payments shall only apply to Lenders who were participating in the relevant Facility both at the time to which the adjustments relate and the time when the adjustments are actually made).

(c)

The Agent’s determination of the adjustments payable shall be prima facie evidence of such adjustments and the Agent shall, if so requested by the Company, promptly provide the Company with reasonable details of the calculation of such adjustments.

12.4	Default interest

(a)

If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph ‎(b) below, is two (2) per cent. per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan of the same type as the Loan in respect of which the overdue amount has arisen or, if the unpaid amount did not arise in respect of a particular Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause ‎‎12.4 shall be immediately payable by the Obligor on demand by the Agent.

(b)

If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

(i)

the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

(ii)

the rate of interest applying to the overdue amount during that first Interest Period shall be one (1) per cent. per annum higher than the rate which would have applied if the overdue amount had not become due.

(c)

Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

12.5	Notification

(a)

The Agent shall promptly notify the Lenders and the relevant Borrower (or the Company) of the determination of a rate of interest relating to a Term Rate Loan.

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(b)

The Agent shall promptly upon a Compounded Rate Interest Payment being determinable notify (such notification to be made no later than three (3) RFR Banking Days (or, in connection with a voluntary prepayment to be made on less than or equal to three (3) RFR Banking Days’ notice, on the RFR Banking Day following the date of such notice) prior to the date specified in Clause ‎12.3 (Payment of interest) above with respect to such Compounded Rate Interest Payment):

(i)

the relevant Borrower (or the Company) of that Compounded Rate Interest Payment;

(ii)

each relevant Lender of the proportion of that Compounded Rate Interest Payment which relates to that Lender’s participation in the relevant Compounded Rate Loan; and

(iii)

the relevant Lenders and the relevant Borrower (or the Company) of:

(A)

each applicable rate of interest relating to the determination of that Compounded Rate Interest Payment (including a breakdown of such rate and amount of interest for each such day and any other information that the relevant Borrower (or the Company) may reasonably request in relation to the calculation of such rate and amount or the determination of that Compounded Rate Interest Payment); and

(B)

to the extent it is then determinable, the Market Disruption Rate (if any) relating to the relevant Compounded Rate Loan.

This paragraph ‎(b) shall not apply to any Compounded Rate Interest Payment determined pursuant to Clause ‎14.5 (Cost of funds).

(c)

The Agent shall promptly upon request notify the relevant Borrower (or the Company) of each Funding Rate relating to a Loan.

(d)

This Clause ‎12.5 shall not require the Agent to make any notification to any Party on a day which is not a Business Day.

13.	Interest Periods

13.1	Selection of Interest Periods and Terms

(a)

A Borrower (or the Company on behalf of a Borrower) may select an Interest Period for a Loan in the Utilisation Request for that Loan or (if the Loan is a Term Loan and has already been borrowed) in a Selection Notice.

(b)

Each Selection Notice for a Term Loan is revocable at the option of the relevant Borrower (or the Company on behalf of the Borrower) and must be delivered to the Agent by the Borrower (or the Company on behalf of the Borrower) to which that Term Loan was made not later than the Specified Time.

(c)

Each Selection Notice may only be revoked up to three (3) Business Days (by no later than 11.00 a.m. on that day) prior to the first day of the Interest Period.

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(d)

If a Borrower (or the Company on its behalf) does not deliver a Selection Notice to the Agent in accordance with paragraph ‎(b) above or a Rollover Loan is deemed to be made in accordance with Clause ‎8.3 (Rollover of Loans), the relevant Interest Period for the applicable Loan will be:

(i)

if paragraph (ii) below applied in respect of the previous Interest Period for that Loan or the Loan refinanced by that Rollover Loan in accordance (b) of Clause ‎8.3 (Rollover of Loans) (as applicable), three (3) Months;

(ii)

otherwise, the same length as the previous Interest Period for that Loan or the Interest Period in respect of the Loan refinanced by that Rollover Loan in accordance with paragraph ‎(b) of Clause ‎8.3 (Rollover of Loans) (as applicable); or

(iii)

if the Loan is in a Compounded Rate Currency, the period specified in respect of that currency in the applicable Reference Rate Terms unless the Utilisation Request or the previous Selection Notice for the relevant Loan selects an Interest Period which is stated to apply until the relevant Borrower (or the Company on behalf of that Borrower) selects a different Interest Period in accordance with paragraph ‎(a) above.

(e)

Subject to this Clause ‎‎13, a Borrower (or the Company) may select an Interest Period in respect of a Loan of any period specified in the applicable Reference Rate Terms or (if there are no applicable Reference Rate Terms) 1, 3 or 6 Months for that Loan or any other period agreed between the Company, the Agent and all the Lenders in relation to the relevant Loan or any other period (of less than 6 Months):

(i)

if necessary or desirable to implement or facilitate any hedging in relation to the Facilities or the Notes or any payment thereunder;

(ii)

to align an Interest Period to a Quarter Date or the last calendar day or the last Business Day of any Month;

(iii)

to align an Interest Period with an Interest Period for any other Loan then outstanding or to an interest or coupon payment date in respect of any Notes; or

(iv)

if necessary or desirable to facilitate the prepayment of the Facilities in full (including in connection with a Change of Control).

(f)

An Interest Period for a Loan shall not extend beyond the Termination Date applicable to its Facility.

(g)

Each Interest Period for a Term Loan shall start on the Utilisation Date or (if already made) on the last day of its preceding Interest Period.

(h)

A Revolving Facility Loan has one Interest Period only.

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13.2	Non-Business Days

(a)

Other than where paragraph ‎(b) below applies, if an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

(b)

If the Loan is denominated in a Compounded Rate Currency and there are rules specified as “Business Day Conventions” in the applicable Reference Rate Terms for a Loan, those rules shall apply to each Interest Period for that Loan.

13.3	Consolidation and division of Term Loans

(a)

Subject to paragraph ‎(b) below, if two (2) or more Interest Periods:

(i)

relate to Incremental Term Facility Loans made to the same Borrower under the same Incremental Term Facility; and

(ii)

end on the same date,

those Incremental Term Facility Loans will, if that Borrower (or the Company on its behalf) specifies in writing in a Selection Notice for the next Interest Period, be consolidated into, and treated as, a single Incremental Term Facility Loan on the last day of the Interest Period.

(b)

Subject to Clause ‎4.4 (Maximum number of Loans), and Clause ‎‎5.3 (Currency and amount) if a Borrower (or the Company on its behalf) requests in a Selection Notice that an Incremental Term Facility Loan be divided into two or more Incremental Term Facility Loans, that Loan will, on the last day of its Interest Period, be so divided with Base Currency Amounts specified in that Selection Notice, having an aggregate Base Currency Amount equal to the Base Currency Amount of the Incremental Term Facility Loan immediately before its division.

14.	Changes to the calculation of interest

14.1	Interest calculation if no Primary Term Rate

(a)

Interpolated Primary Term Rate: If no Primary Term Rate is available for the Interest Period of a Term Rate Loan, the applicable Term Reference Rate shall be the Interpolated Primary Term Rate for a period equal in length to the Interest Period of that Loan.

(b)

Reference Bank Rate: If paragraph ‎(a) above applies but it is not possible to calculate the Interpolated Primary Term Rate, the applicable Term Reference Rate shall be the Reference Bank Rate as of the Specified Time for the currency of that Loan and for a period equal in length to the Interest Period of that Loan.

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(c)

Cost of funds: If paragraph ‎(b) above applies but it is not possible to calculate the Reference Bank Rate then:

(i)

if “Compounded Reference Rate will apply as a fallback” is specified in the Reference Rate Terms for that Loan and there are Reference Rate Terms applicable to Compounded Rate Loans in the relevant currency:

(A)

there shall be no Term Reference Rate for that Loan for that Interest Period and Clause ‎12.1 (Calculation of interest – Term Rate Loans) will not apply to that Loan for that Interest Period; and

(B)

that Loan shall be a “Compounded Rate Loan” for that Interest Period and Clause ‎12.2 (Calculation of interest – Compounded Rate Loans) shall apply to that Loan for that Interest Period;

(ii)

if:

(A)

“Compounded Reference Rate will not apply as a fallback” and

(B)

“Cost of funds will apply as a fallback”,

are specified in the Reference Rate Terms for that Loan, Clause ‎14.5 (Cost of funds) shall apply to that Loan for that Interest Period; or

(iii)

if the currency of that Loan is in euro, Clause ‎14.5 (Cost of funds) shall apply to that Loan for that Interest Period.

14.2	Calculation of Reference Bank Rate

(a)

Subject to paragraph ‎‎(b) below, if the Primary Term Rate is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by the Specified Time on the Quotation Day, the applicable Primary Term Rate shall be determined on the basis of the quotations of the remaining Reference Banks.

Inspired Entertainment, Inc. 8-K