Exhibit
10.3


 


Execution
Version


 





 



 


Amendment
and restatement agreement to the senior

facilities agreement and the intercreditor agreement


 





 



 


Dated
25 June 2020


 


by


 


inspired
entertainment, inc.


as
Company


 


and


 


the
Companies listed in Part 1 of Schedule 1 as Borrowers and as Guarantors


 


and


 


the
Companies listed in Part 2 of Schedule 1 as Original Debtors


 


and


 


the
Companies listed in Part 3 of Schedule 1 as Original Intra-Group Lenders


 


and


 


lucid
agency services limited


as
Agent


 


and


 


lucid
trustee services limited


as
Security Agent


 


 


 


 


 


 


	
	 
	Baker & McKenzie LLP
	100 New Bridge Street
	London EC4V 6JA
	United Kingdom
	www.bakermckenzie.com



 






     


     


    

 





Contents

 


	Clause	 	 	Page
	 	 	 	 
	1.	 Definitions and construction	 	1
	 	 	 	 
	2. 	Amendments and amendment and restatement	 	2
	 	 	 	 
	3. 	Guarantee and security Confirmation	 	3
	 	 	 	 
	4. 	Representations and warranties	 	4
	 	 	 	 
	5. 	Fees and expenses	 	4
	 	 	 	 
	6. 	Further Assurance	 	4
	 	 	 	 
	7. 	Counterparts	 	4
	 	 	 	 
	8. 	Governing law and jurisdiction	 	5
	 	 	 	 
	9. 	Miscellaneous	 	5
	 	 	 	 
	Schedule 1 The Parties	 	6
	 	 	 
	 	Part I 	Borrowers and Guarantors	 	6
	 	 	 
	 	Part II 	The Debtors	 	7
	 	 	 
	 	Part III 	The Original Intra Group Lenders	 	8
	 	 	 
	Schedule  2 Conditions Precedent	 	9
	 	 	 
	Annex
    1 Form of Amended and Restated Senior Facilities Agreement	 	34
	 	 	 
	Annex
    2 Form of Amended and Restated Intercreditor Agreement	 	35



 






    i


     


    

 


Amendment
and restatement agreement


 


This
Agreement is dated 25 June 2020


 


Between


 


		(1)	INSPIRED
                                         ENTERTAINMENT, INC., a Delaware corporation with registered company number 47-1025534
                                         (the “Company”);



 


		(2)	THE
                                         COMPANY listed in Part I of Schedule 1 (The Parties) as facility B borrower
                                         (“Facility B Borrower”);



 


		(3)	THE
                                         COMPANIES listed in Part I of Schedule 1 (The Parties) as original revolving
                                         facility borrowers (the “Revolving Facility Borrowers” and, together
                                         with the Original Facility B Borrower, the “Borrowers”);



 


		(4)	THE
                                         COMPANIES listed in Part I of Schedule 1 (The Parties) as guarantors (together
                                         with the Company, the “Guarantors”);



 


		(5)	THE
                                         COMPANIES listed in Part II of Schedule 1 (The Parties) as Original Debtors
                                         (the “Original Debtors”);



 


		(6)	THE
                                         COMPANIES listed in Part III of Schedule 1 (The Parties) as Original Intra-Group
                                         Lenders (the “Original Intra-Group Lenders”);



 


		(7)	LUCID
                                         AGENCY SERVICES LIMITED, a company incorporated under the laws of England and Wales
                                         and with registration number 10987833 with its registered office at 6th Floor, No 1 Building
                                         1-5 London Wall Buildings, London Wall, London, United Kingdom, EC2M 5PG as agent of
                                         the other Finance Parties (the “Agent”); and



 


		(8)	LUCID
                                         TRUSTEE SERVICES LIMITED, a company incorporated under the laws of England and Wales
                                         and with registration number 10992576 with its registered office at 6th Floor, No 1 Building
                                         1-5 London Wall Buildings, London Wall, as security trustee for the Secured Parties (the
                                         “Security Agent”).



 


Recitals


 


The
Parties have agreed to amend and restate the Senior Facilities Agreement and the Intercreditor Agreement (each as defined below)
on the terms of this Agreement.


 


It
is agreed as follows:


 


		1.	Definitions
                                         and construction



 


		1.1	Definitions



 


Terms
defined in the Senior Facilities Agreement or the Intercreditor Agreement (in each case as amended and restated by this Agreement)
(each as defined below) have the same meanings in this Agreement unless they are otherwise defined in it. In addition, in this
Agreement:


 


“Debenture
ARA” means the amendment and restatement agreement dated on or around the same date as this Agreement in relation to
the first lien debenture dated 1 October 2019 granted to the Security Agent by certain of the Obligors.


 


“Effective
Date” means the date on which the Agent notifies the Company and the Lenders in accordance with paragraph (b) of Clause
2.3 (Effective Date).


 






    1


     


    

 


“Intercreditor
Agreement” means the intercreditor agreement dated 27 September 2019 between, among others, the Parties.


 


“Senior
Facilities Agreement” the senior facilities agreement dated 27 September 2019 between, among others, the Parties.


 


“Updated
Base Case Model” means the business plan, budget and financial model relating to the Group (including profit and loss,
balance sheet and cashflow projections) in the agreed form and delivered to the Agent pursuant to Schedule 2 (Conditions Precedent).


 


“Updated
Group Structure Chart” means the structure chart of the Group in the agreed form and delivered to the Agent pursuant
to Schedule 2 (Conditions Precedent).


 


		1.2	Construction



 


In
respect of the Senior Facilities Agreement, the principles of construction set out in clause 1.2 (Construction) of the
Senior Facilities Agreement, apply to this Agreement except that references to the Senior Facilities Agreement shall be construed
as references to this Agreement; and in respect of the Intercreditor Agreement, the principles of construction set out in clause
1.2 (Construction) of the Intercreditor Agreement, apply to this Agreement except that references to the Intercreditor
Agreement shall be construed as references to this Agreement.


 


		1.3	Effect
                                         as a deed



 


The
parties hereto intend that this Agreement shall take effect as a deed notwithstanding that any other party may only execute this
Agreement under hand.


 


		1.4	Capacities
                                         and authority



 


		(a)	The
                                         parties hereto are entering into this Agreement in all their various capacities under
                                         or in connection with the Finance Documents.



 


		(b)	The
                                         Agent and the Security Agent are entering into this Agreement on the instructions of:



 


		(i)	all
                                         of the Lenders; and



 


		(ii)	the
                                         Majority Senior Secured Creditors and the Instructing Group (such terms having the meanings
                                         given to them in the Intercreditor Agreement).



 


		2.	Amendments
                                         and amendment and restatement



 


		2.1	Amendment
                                         and restatement of the Senior Facilities Agreement



 


With
effect from the Effective Date, the Senior Facilities Agreement shall be amended so that it reads as if it were restated in the
form set out in Annex 1 (Form of Amended and Restated Senior Facilities Agreement).


 


		2.2	Amendment
                                         and restatement of the Intercreditor Agreement



 


With
effect from the Effective Date, the Intercreditor Agreement shall be amended so that it reads as if it were restated in the form
set out in Annex 2 (Form of Amended and Restated Intercreditor Agreement). 


 


		2.3	Effective
                                         Date



 


		(a)	This
                                         Agreement shall terminate (and none of the amendments contemplated by this clause 2.3
                                         (Effective Date) shall take effect if the Effective Date has not occurred at or
                                         prior to 11.59 p.m. (London time) on 25 June 2020.



 


		(b)	Subject
                                         to paragraph (c) below, the Agent shall notify the Company and the Lenders in writing
                                         when they have each received all of the documents and other evidence referred to in Schedule
                                         2 (Conditions Precedent) in form and substance satisfactory to it (acting on the
                                         instructions of the Majority Lenders) (or shall notify the Company and the Lenders that
                                         it has, acting on the instructions of the Majority Lenders, waived the receipt of such
                                         documents and other evidence).



 






    2


     


    

 


		(c)	Other
                                         than to the extent that the Majority Lenders notify the Agent in writing to the contrary
                                         before the Agent gives the notification referred to in paragraph (b) above, the Lenders
                                         authorise (but do not require) the Agent to give that notification. The Agent shall not
                                         give the notification referred to in paragraph (b) if it has been notified by the Company
                                         that a Default or Event of Default is continuing and the Majority Lenders have directed
                                         the Agent to not give any such notification. The Agent shall not be liable for any damages,
                                         costs or losses whatsoever as a result of giving any such notification.



 


		(d)	Subject
                                         to paragraphs (b) and (c) above, Lenders irrevocable authorise and instruct the Agent
                                         and the Security Agent to enter into the documents to which they are a party referred
                                         to in Schedule 2 (Conditions Precedent).



 


		3.	Guarantee
                                         and security Confirmation



 


		3.1	Confirmation



 


		(a)	Without
                                         prejudice to the rights of any Finance Party which have arisen on or before the Effective
                                         Date:



 


		(i)	each
                                         Obligor confirms that, on and after the Effective Date:



 


		(A)	the
                                         Senior Facilities Agreement and the Intercreditor Agreement as amended and restated by
                                         this Agreement and the other Finance Documents will remain in full force and effect,
                                         notwithstanding the amendments referred to in Clause 2 (Amendment and Restatement
                                         of Senior Facilities Agreement); and



 


		(B)	the
                                         Transaction Security Documents to which it is a party will continue to secure all obligations
                                         which are expressed to be secured by those documents (including, without limitation,
                                         each Obligor’s liabilities and obligations under the Senior Facilities Agreement, as
                                         amended and restated by this Agreement;



 


		(ii)	and
                                         each Guarantor confirms that, on and after the Effective Date, its guarantee, undertaking
                                         and indemnity under clause 23 (Guarantees and Indemnity) of the Senior Facilities
                                         Agreement will remain in full force and effect and will extend to cover any new obligation
                                         assumed by any Obligor under the Finance Documents as a result of this Agreement and
                                         the transactions contemplated hereby (including, without limitation, their liabilities
                                         and obligations under and in accordance with the terms of the Senior Facilities Agreement,
                                         as amended and restated by this Agreement).



 


		(b)	To
                                         the extent that a Guarantor’s guarantee, undertaking or indemnity under clause 23 (Guarantees
                                         and Indemnity) of the Facilities Agreement or any Transaction Security to which it
                                         is party is not, for any reason, enforceable on or after the Effective Date in relation
                                         to any Obligor’s obligations under the Finance Documents (including, without limitation,
                                         their obligations under the Facilities Agreement, as amended by this Agreement), that
                                         Guarantor guarantees to, undertakes with and indemnifies each Finance Party on the terms
                                         of that clause in relation to those obligations on and after the Effective Date and it
                                         shall promptly enter into any new or supplemental Security or guarantees as the Agent
                                         or the Security Agent may specify in writing.



 






    3


     


    

 


		(c)	Nothing
                                         herein contained is intended to be, nor shall be construed as, a substitution or novation
                                         of the documents outstanding under the Senior Facilities Agreement or the instruments,
                                         documents and agreements securing the same, which shall remain in full force and effect.



 


		4.	Representations
                                         and warranties



 


Each
Obligor represents and warrants to the Finance Parties, on the date of this Agreement and on the Effective Date:


 


		(a)	that
                                         each of the Repeating Representations are true as if made on the date of this Agreement
                                         and as if references to the Senior Facilities Agreement and the Intercreditor Agreement
                                         were references to the Senior Facilities Agreement and the Intercreditor Agreement as
                                         amended by this Agreement, with reference to the facts and circumstances then existing;



 


		(b)	that
                                         the factual information relating to the structure of the Group contained in the Updated
                                         Group Structure Chart accurately records in all material respects the structure of the
                                         Group; and



 


		(c)	that
                                         each of the Closing Date Dormant Subsidiaries is a Dormant Subsidiary.



 


		5.	Fees
                                         and expenses



 


		5.1	Amendment
                                         fee



 


On
or before the Effective Date the Company must pay (or procure the payment of) an amendment fee (calculated as at, and payable
on, the Effective Date) to the Agent for distribution by the Agent to each Lender (proportionately to their Total Commitments)
in an aggregate amount equal to 1.00 per cent. of the aggregate amount of each Lender’s respective Total Commitments (for the
avoidance of doubt, as increased to give effect to the capitalisation of interest pursuant to Clause 14.7 (Capitalisation of
April Interest Payment) of the Senior Facilities Agreement) as at the Effective Date. The Company shall notify the Agent when
the payment of such amendment fee has been made to the Agent.


 


		5.2	Amendment
                                         costs



 


The
provisions of clause 22.2 (Amendment costs) of the Senior Facilities Agreement shall apply as if set out in full in this
Agreement except that


 


		(a)	references
                                         to the Senior Facilities Agreement shall be construed as references to this Agreement
                                         and all such costs, fees and expenses; and



 


		(b)	the
                                         payment of all such fees, costs, expenses and other amounts must be paid on or before
                                         the Effective Date.



 


		6.	Further
                                         Assurance



 


Each
Obligor shall (and the Company shall procure that each other member of the Group will), at the request of the Agent and/or the
Security Agent, and at each Obligor’s (or each other member of the Group’s) own expense, do all such acts and things which the
Agent or the Security Agent deems necessary or desirable to give effect to the amendments effected or intended to be effected
pursuant to this Agreement.


 


		7.	Counterparts



 


This
Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts
were on a single copy of this Agreement. Delivery of a counterpart of this Agreement by e-mail attachment or telecopy shall be
an effective mode of delivery.


 






    4


     


    

 


		8.	Governing
                                         law and jurisdiction



 


The
provisions of clauses 45 (Governing law) and 46.1 (Jurisdiction of English courts) of the Senior Facilities Agreement
shall apply as if set out in full in this Agreement except that references to the Senior Facilities Agreement shall be construed
as references to this Agreement.


 


		9.	Miscellaneous



 


		(a)	This
                                         Agreement and the Debenture ARA is designated as a Finance Document under the Senior
                                         Facilities Agreement and as a Senior Finance Document under the Intercreditor Agreement
                                         by the Agent, the Security Agent and the Company.



 


		(b)	With
                                         effect from the Effective Date:



 


		(i)	this
                                         Agreement, in so far as it relates to the Senior Facilities Agreement, and the Senior
                                         Facilities Agreement shall be read and construed as one document; and



 


		(ii)	this
                                         Agreement, in so far as it relates to the Intercreditor Agreement, and the Intercreditor
                                         Agreement shall be read and construed as one document.



 


		(c)	Except
                                         as otherwise provided in this Agreement, the Finance Documents remain in full force and
                                         effect.



 


		(d)	Except
                                         to the extent expressly waived in this Agreement, no waiver is given by this Agreement,
                                         and the Lenders expressly reserve all their rights and remedies in respect of any breach
                                         of, or other Default under, the Finance Documents.



 


		(e)	A
                                         person who is not a Party has no right under the Contracts (Rights of Third Parties)
                                         Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.



 


This
Agreement has been duly executed as a deed and has been delivered by each of the parties on the date stated at the beginning of
this Agreement.


 




    5


     


    


 


Schedule
1

The Parties


 


Part
I Borrowers and Guarantors


 


	Facility
B Borrower
	 	 	 	 
	Name	 	Jurisdiction
    of incorporation	 	Registration
    number (or equivalent, if any)
	Gaming
    Acquisitions Limited	 	England
    and Wales	 	07120910
	 	 	 	 	 
	Revolving
    Facility Borrowers	 	 	 	 
	Name	 	Jurisdiction
    of incorporation	 	Registration
    number (or equivalent, if any)
	Gaming
    Acquisitions Limited	 	England
    and Wales	 	07120910
	Inspired
    Gaming (UK) Limited	 	England
    and Wales	 	03565640
	 	 	 	 	 
	Guarantors	 	 	 	 
	Name	 	Jurisdiction
    of incorporation	 	Registration
    number (or equivalent, if any)
	The
    Company	 	Delaware	 	47-1025534
	DMWSL
    633 Limited	 	England
    and Wales	 	07176544
	DMWSL
    632 Limited	 	England
    and Wales	 	07176582
	DMWSL
    631 Limited	 	England
    and Wales	 	07176707
	Inspired
    Gaming (USA) Inc.	 	Delaware	 	6071182
	Gaming
    Acquisitions Limited	 	England
    and Wales	 	07120910
	Inspired
    Gaming Group Limited	 	England
    and Wales	 	05804323
	Inspired
    Gaming (Holdings) Limited	 	England
    and Wales	 	05304991
	Inspired
    Gaming (International) Limited	 	England
    and Wales	 	03913734
	Inspired
    Gaming (UK) Limited	 	England
    and Wales	 	03565640
	Inspired
    Gaming (Greece) Limited	 	England
    and Wales	 	09219329
	Astra
    Games Ltd	 	England
    and Wales	 	09280224
	Bell-Fruit
    Group Limited	 	England
    and Wales	 	05015596
	Gamestec
    Leisure Limited	 	England
    and Wales	 	05348584
	Playnation
    Limited	 	England
    and Wales	 	08258418


 




    6


     


    


 


Part
II



The Debtors


 


	Name	 	Registered
    number or equivalent	 	Jurisdiction
    of incorporation
	DMWSL
    633 Limited	 	(Company
    number 07176544)	 	England
    & Wales
	DMWSL
    632 Limited	 	(Company
    number 07176582)	 	England
    & Wales
	DMWSL
    631 Limited	 	(Company
    number 07176707)	 	England
    & Wales
	Gaming
    Acquisitions Limited	 	(Company
    number 07120910)	 	England
    & Wales
	Inspired
    Gaming Group Limited	 	(Company
    number 05804323)	 	England
    & Wales
	Inspired
    Gaming (International) Limited	 	(Company
    number 03913734)	 	England
    & Wales
	Inspired
    Gaming (Holdings) Limited	 	(Company
    number 05304991)	 	England
    & Wales
	Inspired
    Gaming (UK) Limited	 	(Company
    number 03565640)	 	England
    & Wales
	Inspired
    Gaming (Greece) Limited	 	(Company
    number 09219329)	 	England
    & Wales
	Inspired
    Entertainment, Inc.	 	(Company
    number 47-1025534)	 	Delaware,
    USA
	Inspired
    Gaming (USA) Inc.	 	(Company
    number 6071182)	 	Delaware,
    USA
	Astra
    Games Ltd	 	(Company
    number 09280224)	 	England
    & Wales
	Bell-Fruit
    Group Limited	 	(Company
    number 05015596)	 	England
    & Wales
	Gamestec
    Leisure Limited	 	(Company
    number 05348584)	 	England
    & Wales
	Playnation
    Limited	 	(Company
    number 08258418)	 	England
    & Wales


 






    7


     


    

 


Part
III



The Original Intra Group Lenders





	Name
	 	Registered
    number or equivalent	 	Jurisdiction
    of incorporation
	DMWSL
    633 Limited	 	(Company
    number 07176544)	 	England
    & Wales
	DMWSL
    632 Limited	 	(Company
    number 07176582)	 	England
    & Wales
	DMWSL
    631 Limited	 	(Company
    number 07176707)	 	England
    & Wales
	Gaming
    Acquisitions Limited	 	(Company
    number 07120910)	 	England
    & Wales
	Inspired
    Gaming Group Limited	 	(Company
    number 05804323)	 	England
    & Wales
	Inspired
    Gaming (International) Limited	 	(Company
    number 03913734)	 	England
    & Wales
	Inspired
    Gaming (Holdings) Limited	 	(Company
    number 05304991)	 	England
    & Wales
	Inspired
    Gaming (UK) Limited	 	(Company
    number 03565640)	 	England
    & Wales
	Inspired
    Gaming (Greece) Limited	 	(Company
    number 09219329)	 	England
    & Wales
	Leisure
    Link Electronic Entertainment Limited	 	(Company
    number 02067231)	 	England
    & Wales
	115CR
    (150) Limited	 	(Company
    number 04427252)	 	England
    & Wales
	Ever
    2532 Limited	 	(Company
    number 05304980)	 	England
    & Wales
	Revolution
    Entertainment Systems Limited	 	(Company
    number 00864537)	 	England
    & Wales
	Inspired
    Entertainment, Inc.	 	(Company
    number 47-1025534)	 	Delaware,
    USA
	Inspired
    Gaming (USA) Inc.	 	(Company
    number 6071182)	 	Delaware,
    USA
	Astra
    Games Ltd	 	(Company
    number 09280224)	 	England
    & Wales
	Bell-Fruit
    Group Limited	 	(Company
    number 05015596)	 	England
    & Wales
	Gamestec
    Leisure Limited	 	(Company
    number 05348584)	 	England
    & Wales
	Playnation
    Limited	 	(Company
    number 08258418)	 	England
    & Wales



 






    8


     


    

 


Schedule
2

Conditions Precedent


 


The
documents and other evidence referred to in the definition of “Effective Date” are as follows:


 


		1.	Certified
                                         Copies



 


Copies
of each of the following:


 


		(a)	The
                                         certificate of incorporation (and any relative certificate of incorporation on change
                                         of name) and the memorandum and articles of association of each Obligor and each Dormant
                                         Subsidiary party to the Intercreditor Agreement or, in the case of any such document,
                                         that Obligor’s or Dormant Subsidiary’s written confirmation, as at a date no earlier
                                         than the Effective Date, that it has not been amended or varied since 27 September 2019
                                         or, in the case of Astra Games Ltd, Bell-Fruit Group Limited, Gamestec Leisure Limited
                                         and Playnation Limited, 13 December 2019.



 


		(b)	A
                                         copy of a resolution of the board of directors or equivalent body of each Original Obligor
                                         and each Dormant Subsidiary party to the Intercreditor Agreement:



 


		(i)	approving
                                         the terms of, and the transactions contemplated by, this Agreement and resolving that
                                         it execute the Agreement;



 


		(ii)	authorising
                                         a specified person or persons to execute this Agreement;



 


		(iii)	authorising
                                         a specified person or persons, on its behalf, to sign and/or despatch all documents and
                                         notices to be signed and/or despatched by it under or in connection with this Agreement;
                                         and



 


		(iv)	other
                                         than in the case of the Company, authorising the Company to act as its agent in connection
                                         with the Finance Documents.



 


		(c)	A
                                         specimen of the signature of each person authorised by the resolution referred to in
                                         (b) above.



 


		(d)	Other
                                         than with respect to the Company, if required under applicable law or practice by its
                                         constitutional documents, a copy of a resolution signed by all the holders of all the
                                         issued shares of each Obligor and each Dormant Subsidiary party to the Intercreditor
                                         Agreement, approving the terms of, and the transactions contemplated by, this Agreement
                                         to which each Obligor or, as applicable, relevant Dormant Subsidiary is a party and resolving
                                         that it execute the Agreement.



 


		(e)	Other
                                         than with respect to the Company, if required under applicable law or practice or by
                                         its constitutional documents, a copy of a resolution of the board of directors of each
                                         corporate shareholder of each Obligor and each Dormant Subsidiary party to the Intercreditor
                                         Agreement, approving the terms of the resolutions referred to in paragraph (d) above.



 


		(f)	A
                                         certificate of each Obligor (signed by a director, a manager or an authorised signatory,
                                         as the case may be) confirming that subject to the guarantee limitation as set out in
                                         the Senior Facilities Agreement borrowing or guaranteeing or securing, as appropriate,
                                         the Total Commitments would not cause any borrowing, guarantee, security or similar limit
                                         binding on it to be exceeded.



 


		(g)	Certificates
                                         of each Original Obligor and each Dormant Subsidiary party to the Intercreditor Agreement
                                         (signed by a director, a manager or an authorised signatory, as the case may be) certifying
                                         that each copy document relating to it specified in this Paragraph 1 of Schedule 2 is
                                         correct, complete and (to the extent executed) in full force and effect and has not been
                                         amended or superseded as at a date no earlier than the date of this Agreement.



 






    9


     


    

 


		(h)	In
                                         respect of each member of the Group incorporated in England & Wales whose shares
                                         are the subject of a Transaction Security Document governed by the laws of England &
                                         Wales (a “Charged Company”), either:



 


		(i)	a
                                         certificate of an authorised signatory of the Company certifying that (A) each member
                                         of the Group has complied within the relevant timeframe with any notice it has received
                                         pursuant to Part 21A of the Companies Act 2006 from the Charged Company; and (B) no “warning
                                         notice” or “restrictions notice” (in each case as defined in Schedule
                                         1B of the Companies Act 2006) has been issued in respect of those shares, together with
                                         a copy of the “PSC register” (within the meaning of section 790C(10) of the
                                         Companies Act 2006) of the Charged Company, which, in the case of a Charged Company that
                                         is a subsidiary of the Company, is certified by an authorised signatory of the Company
                                         to be correct, complete and not amended or superseded as at a date no earlier that the
                                         date of this Agreement; or



 


		(ii)	a
                                         certificate of an authorised signatory of the Company certifying that such Charged Company
                                         is not required to comply with Part 21A of the Companies Act 2006.



 


		2.	finance
                                         documents



 


A
copy of each of:


 


		(a)	this
                                         Agreement; and



 


		(b)	the
                                         Debenture ARA,



 


in
each case, duly executed by the parties thereto.


 


		3.	legal
                                         opinions



 


		(a)	An
                                         enforceability and capacity legal opinion of Baker & McKenzie LLP, as the legal advisers
                                         to the Agent and the Security Agent as to English law, in respect of this Agreement and
                                         the Debenture ARA substantially in the form distributed to the Agent prior to signing
                                         this Agreement.



 


		(b)	A
                                         legal opinion of Sidley Austin LLP, legal advisers to the Company with respect to capacity
                                         and validity in connection with the Obligors organised under the laws of the state of
                                         Delaware, addressed to the Agent, the Security Agent and the Lenders, substantially in
                                         the form distributed to the Agent prior to signing this Agreement.



 


		4.	financial
                                         information



 


		(a)	The
                                         Updated Base Case Model.



 


		5.	other
                                         documents and evidence



 


		(a)	The
                                         Updated Group Structure Chart.



 


		(b)	Evidence
                                         that all fees, costs and expenses then due from the Company pursuant to clause 5 (Fees
                                         and expenses) have been paid or will be paid by no later than the Effective Date.



 




    10


     


    


 


Execution


 


The
Company and Obligors’ Agent


 


	Executed
                                         as a Deed by INSPIRED ENTERTAINMENT, INC., a company incorporated in Delaware,
                                         by a person who, in accordance with the laws of that territory is acting under the authority
                                         of the Company
	)

    )

    )

    )	Signature	 	/s/
    Stewart Baker 
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Authorised
    signatory
	 	 	 	 	 


 


The
Facility B Borrower


 


	Executed
                                         as a Deed by Gaming Acquisitions Limited,
                                         a company incorporated in England and Wales, by two directors
	)

    )

    )

    )	Signature	 	/s/
    Stewart Baker
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Director



 






    11


     


    

 


The
Revolving Facility Borrowers


 


	Executed
                                         as a Deed by Gaming Acquisitions Limited,
                                         a company incorporated in England and Wales, by two directors
	)

    )

    )

    )	Signature	 	/s/
    Stewart Baker 
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 
	 	 	 	Director
	 	 	 	 	 
	Executed
    as a Deed by Inspired Gaming (UK) Limited, a company incorporated in
    England and Wales, by two directors	)

    )

    )

    )	Signature	 	/s/
    Stewart Baker 
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Director


 




    12


     


    


 


The
Guarantors


 


	Executed
                                         as a Deed by INSPIRED ENTERTAINMENT, INC.,
                                         a company incorporated in Delaware, by a person who, in accordance with the laws of that
                                         territory is acting under the authority of the Company
	)

    )

    )

    )	Signature	 	/s/
    Stewart Baker 
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	STEWART
    BAKER
	 	 	 	 	Authorised
    signatory


 


 


 


 


 


 


 




    13


     


    


 


	Executed
                                         as a Deed by DMWSL 633 Limited,
                                         a company incorporated in England and Wales, by two directors
	)

    )

    )

    )	Signature	 	/s/
    Stewart Baker 
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Director
	 	 	 	 	 
	Executed
    as a Deed by DMWSL 632 Limited, a company incorporated in England and
    Wales, by two directors	)

    )

    )

    )	Signature	 	 

         

        /s/
        Stewart Baker

	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Director
	 	 	 	 	 
	 

        Executed
        as a Deed by DMWSL 631 Limited, a company incorporated in England
        and Wales, by two directors
	)

    )

    )

    )	Signature	 	/s/
    Stewart Baker 
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Director


 



    14


     


    




 


	Executed
    as a Deed by Inspired Gaming (USA) Inc., a company incorporated in Delaware,
    by a person who, in accordance with the laws of that territory is acting under the authority of the Company	)

    )

    )

    )	Signature	 	/s/
    Carys Damon 
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	CARYS
    DAMON
	 	 	 	 	Authorised
    signatory
	 	 	 	 	 


 


	Executed
    as a Deed by Gaming Acquisitions Limited, a company incorporated in
    England and Wales, by two directors	)

    )

    )

    )	Signature	 	/s/
    Stewart Baker 
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Director


 


 


 


 


 


 



    15


     


    




 


	Executed
    as a Deed by Inspired Gaming Group Limited, a company incorporated in
    England and Wales, by two directors	)

    )

    )

    )	Signature	 	/s/
    Stewart Baker
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Director
	 	 	 	 	 
	

        Executed
        as a Deed by Inspired Gaming (Holdings) Limited, a company incorporated
        in England and Wales, by two directors
	)

                                         )

                                         )

                                         )
	Signature	 	/s/
    Stewart Baker 
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Director
	 	 	 	 	 


 


	Executed
    as a Deed by Inspired Gaming (International) Limited, a company incorporated
    in England and Wales, by a director and the secretary	)

    )

    )

    )	Signature	 	/s/
    Stewart Baker
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Secretary


 



    16


     


    




 


	Executed
    as a Deed by Inspired Gaming (UK) Limited, a company incorporated in
    England and Wales, by two directors	)

    )

    )

    )	Signature	 	/s/
    Stewart Baker 
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Director
	 	 	 	 	 


 


	Executed
    as a Deed by Inspired Gaming (Greece) Limited, a company incorporated
    in England and Wales, by two directors	)

    )

    )

    )	Signature	 	/s/
    Stewart Baker
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Director


 


	Executed
    as a Deed by Astra Games Ltd, a company incorporated in England and
    Wales, by two directors	)

    )

    )

    )	Signature	 	/s/
    Stewart Baker 
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Director


 






    17


     


    

 


	Executed
    as a Deed by Bell-Fruit Group Limited, a company incorporated in England
    and Wales, by two directors	)

    )

    )

    )	Signature	 	/s/
    Stewart Baker
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Director


 


	Executed
    as a Deed by Gamestec Leisure Limited, a company incorporated in England
    and Wales, by two directors	)

    )

    )

    )	Signature	 	/s/
    Stewart Baker 
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Director


 


	Executed
    as a Deed by Playnation Limited, a company incorporated in England and
    Wales, by two directors	)

    )

    )

    )	Signature	 	/s/
    Stewart Baker 
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Director


 






    18


     


    

 


THE
ORIGINAL DEBTORS


 


	Executed
    as a Deed by DMWSL 633 Limited, a company incorporated in England and
    Wales, by two directors	)

    )

    )

    )	Signature	 	/s/
    Stewart Baker 
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Director
	 	 	 	 	 
	

        Executed
        as a Deed by DMWSL 632 Limited, a company incorporated in England
        and Wales, by two directors
	)

                                         )

                                         )

                                         )
	Signature	 	/s/
    Stewart Baker

	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Director
	 
	 	 	 	 
	

        Executed
        as a Deed by DMWSL 631 Limited, a company incorporated in England
        and Wales, by two directors
	)

                                         )

                                         )

                                         )
	Signature	 	/s/
    Stewart Baker 
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Director


 



    19


     


    




 


	

    Executed as a Deed by Gaming Acquisitions Limited, a company incorporated
    in England and Wales, by two directors	)

    )

    )

    )	Signature	 	/s/
    Stewart Baker 
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Director


 


 


 


 


 


 






    20


     


    

 


	Executed
    as a Deed by Inspired Gaming Group Limited, a company incorporated in
    England and Wales, by two directors	)

    )

    )

    )	Signature	 	/s/
    Stewart Baker
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Director
	 
	 	 	 	 
	Executed
    as a Deed by Inspired Gaming (Holdings) Limited, a company incorporated
    in England and Wales, by two directors	)

    )

    )

    )	Signature	 	/s/
    Stewart Baker 
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Director
	 
	 	 	 	 
	Executed
    as a Deed by Inspired Gaming (International) Limited, a company incorporated
    in England and Wales, by two directors	)

    )

    )

    )	Signature	 	/s/
    Stewart Baker 
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Secretary


 






    21


     


    

 


	Executed
    as a Deed by Inspired Gaming (UK) Limited, a company incorporated in
    England and Wales, by two directors	)

    )

    )

    )	Signature	 	/s/
    Stewart Baker
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Director
	 	 	 	 	 


 


	Executed
    as a Deed by Inspired Gaming (Greece) Limited, a company incorporated
    in England and Wales, by two directors	)

    )

    )

    )	Signature	 	/s/
    Stewart Baker 
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Director


 


	Executed
    as a Deed by Astra Games Ltd, a company incorporated in England and
    Wales, by two directors	)

    )

    )

    )	Signature	 	/s/
    Stewart Baker 
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Director


 






    22


     


    

 


	Executed
    as a Deed by Bell-Fruit Group Limited, a company incorporated in England
    and Wales, by two directors	)

    )

    )

    )	Signature	 	/s/
    Stewart Baker
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Director


 


	Executed
    as a Deed by Gamestec Leisure Limited, a company incorporated in England
    and Wales, by two directors	)

    )

    )

    )	Signature	 	/s/
    Stewart Baker 
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Director


 


	Executed
    as a Deed by Playnation Limited, a company incorporated in England and
    Wales, by two directors	)

                                         )
 )

                                                                                )
	Signature	 	/s/
    Stewart Baker
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon 
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Director


 



    23


     


    

 


	Executed
    as a Deed by inspired entertainment, inc., a company incorporated in
    Delaware, by a person who, in accordance with the laws of that territory is acting under the authority of the Company.	)

    )

    )

    )	Signature	 	/s/
    Stewart Baker
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Authorised
    signatory
	 	 	 	 	 


 


	Executed
    as a Deed by inspired gaming (usa) inc,, a company incorporated in Delaware,
    by a person who, in accordance with the laws of that territory is acting under the authority of the Company	)

    )

    )

    )	Signature	 	/s/
    Carys Damon 
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Authorised
    signatory


 


 


 


 


 


 




    24


     


    


 


THE
INTRA-GROUP LENDERS


 


	Executed
    as a Deed by DMWSL 633 Limited, a company incorporated in England and
    Wales, by two directors	)

    )

    )

    )	Signature	 	/s/
    Stewart Baker 
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Director


 


	Executed
    as a Deed by DMWSL 632 Limited, a company incorporated in England and
    Wales, by two directors	)

    )

    )

    )	Signature	 	/s/
                                         Stewart Baker

	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Director
	 	 	 	 	 
	Executed
                                         as a Deed by DMWSL 631 Limited,
                                         a company incorporated in England and Wales, by two directors
	)

    )

    )

    )	Signature	 	/s/
    Stewart Baker
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Director


 



    25


     


    




 


	Executed
    as a Deed by Gaming Acquisitions Limited, a company incorporated in
    England and Wales, by two directors	)

    )

    )

    )	Signature	 	/s/
    Stewart Baker
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Director


 


 


 


 


 


 






    26


     


    

 


	Executed
    as a Deed by Inspired Gaming Group Limited, a company incorporated in
    England and Wales, by two directors	)

    )

    )

    )	Signature	 	/s/
    Stewart Baker 
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 
	 	 	 	Director
	 	 	 	 	 
	Executed
    as a Deed by Inspired Gaming (Holdings) Limited, a company incorporated
    in England and Wales, by two directors	)

    )

    )

    )	Signature	 	/s/
    Stewart Baker
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Director
	 
	 	 	 	 
	Executed
    as a Deed by Inspired Gaming (International) Limited, a company incorporated
    in England and Wales, by two directors	)

    )

    )

    )	Signature	 	/s/
    Stewart Baker 
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Secretary


 






    27


     


    

 


	Executed
    as a Deed by Inspired Gaming (UK) Limited, a company incorporated in
    England and Wales, by two directors	)

    )

    )

    )	Signature	 	/s/
    Stewart Baker
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Director


 


	Executed
    as a Deed by Inspired Gaming (Greece) Limited, a company incorporated
    in England and Wales, by two directors	)

    )

    )

    )	Signature	 	/s/
    Stewart Baker
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Director


 


	Executed
    as a Deed by LEISURE LINK ELECTRONIC ENTERTAINMENT LIMITED, a company
    incorporated in England and Wales, by a director and the company secretary	)

    )

    )

    )	Signature	 	/s/
    Stewart Baker
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Secretary


 



    28


     


    

 


	Executed
    as a Deed by 115cr (150) Limited, a company incorporated in England
    and Wales, by a director and the company secretary	)

    )

    )

    )	Signature	 	/s/
    Stewart Baker
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Secretary


 


	Executed
    as a Deed by EVER 2532 Limited, a company incorporated in England and
    Wales, by a director and the company secretary	)

    )

    )

    )	Signature	 	/s/
    Stewart Baker 
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 
	 	 	 	Secretary


 


	Executed
    as a Deed by REVOLUTION ENTERTAINMENT SYSTEMS LIMITED, a company incorporated
    in England and Wales, by a director and the company secretary	)

    )

    )

    )	Signature	 	/s/
    Stewart Baker 
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Secretary


 






    29


     


    

 


	Executed
    as a Deed by Astra Games Ltd, a company incorporated in England and
    Wales, by two directors	)

                                         )
 )

                                                                                )
	Signature	 	/s/
    Stewart Baker 
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Secretary


 


	Executed
    as a Deed by Bell-Fruit Group Limited, a company incorporated in England
    and Wales, by two directors	)

                                         )
 )

                                                                                )
	Signature	 	/s/
    Stewart Baker 
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Director


 


	Executed
    as a Deed by Gamestec Leisure Limited, a company incorporated in England
    and Wales, by two directors	)

    )

    )

    )	Signature	 	/s/
    Stewart Baker
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Director


 






    30


     


    

 


	Executed
    as a Deed by Playnation Limited, a company incorporated in England and
    Wales, by two directors	)

                                         )

                                                                                )

                                         )
	Signature	 	/s/
    Stewart Baker 
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Director
	 	 	 	 	 
	 	 	Signature	 	/s/
    Carys Damon
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Director


 


	Executed
    as a Deed by INSPIRED ENTERTAINMENT, INC., a company incorporated in
    Delaware by a person who, in accordance with the laws of that territory is acting under the authority of the Company:	)

    )

    )

    )	Signature	 	/s/
    Stewart Baker
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Stewart
    Baker
	 	 	 	 	Authorised
    signatory
	 	 	 	 	 


 


	Executed
    as a Deed by inspired gaming (usa) inc., a company incorporated in Delaware
    by a person who, in accordance with the laws of that territory is acting under the authority of the Company:	)

    )

    )

    )	Signature	 	/s/
    Stewart Baker
	 	 	 	 	 
	 	 	Name
    (block capitals)	 	Carys
    Damon
	 	 	 	 	Authorised
    signatory
	 	 	 	 	 


 




    31


     


    


 


The
Agent


 


	Signed
    by LUCID AGENCY SERVICES LIMITED	)

)

)

)	Acting
    by:	 	Caroline Horvath-Franco
	 	 	 	 	 
	 	 	Signature:	 	/s/ Caroline Horvath-Franco


 


 


 


 


 


 




    32


     


    


 


The
Security Agent


 


	Signed
by lucid trustee services limited:
	)

)

)

)	Acting
    by:	 	Caroline Horvath-Franco
	 	 	 	 	 
	 	 	Signature:	 	/s/
Caroline Horvath-Franco


 


 


 


 


 


 




    33


     


    


 


Annex
1

Form of Amended and Restated Senior Facilities Agreement


 


 


 






    34


     


    

 

Execution
Version


 


SENIOR
FACILITIES AGREEMENT


 


Dated
27 September 2019 (as amended and restated pursuant to


an
amendment and restatement agreement dated 25 June 2020)






 


Inspired
entertainment, inc.

as Company


 


With


 


Nomura
international plc


 


And


 


MACQUARIE
CORPORATE HOLDINGS PTY LIMITED (UK BRANCH)


 


as
Arrangers



the Bookrunners (as set out herein)


 


the
Lenders (as set out herein)


 


and


 


LUCID
AGENCY SERVICES LIMITED

as Agent


 


LUCID
TRUSTEE SERVICES LIMITED

as Security Agent


 


 


 


 


 


 


 


 


 





REF:
91756-10070

 


Woolgate
Exchange


25
Basinghall Street


London
EC2V 5HA


Tel:
+44 (0)20 7360 3600


Fax:
+44 (0)20 7626 7937


www.sidley.com


 




     


     


    

 


TABLE
OF CONTENTS


 


	 	 	Page
	1	Definitions
    and Interpretation	1
	2	The
    Facilities	75
	3	Purpose	81
	4	Conditions
    of Utilisation	82
	5	Utilisation
    – Loans	85
	6	Utilisation
    – Letters of Credit	86
	7	Letters
    of Credit	91
	8	Optional
    Currencies	96
	9	Ancillary
    Facilities	97
	10	Repayment	104
	11	Illegality,
    Voluntary Prepayment and Cancellation	106
	12	Mandatory
    Prepayment	109
	13	Restrictions	117
	14	Interest	119
	15	Interest
    Periods	122
	16	Changes
    to the Calculation of Interest	123
	17	Fees	125
	18	Taxes	127
	19	Increased
    Costs	139
	20	Other
    Indemnities	141
	21	Mitigation
    by the Lenders	143
	22	Costs
    and Expenses	144
	23	Guarantees
    and Indemnity	144
	24	Representations
    and Warranties	151
	25	Information
    and Accounting Undertaking	162
	26	Financial
    Covenants	173
	27	General
    Undertakings	187
	28	Events
    of Default	197
	29	Changes
    to the Lenders	206
	30	Restriction
    on Debt Purchase Transactions	216
	31	Changes
    to the Obligors	220
	32	Role
    of the Agent, the Arrangers, the Issuing Bank and Others	223
	33	Conduct
    of Business by the Finance Parties	234
	34	Sharing
    among the Finance Parties	234
	35	Payment
    Mechanics	236
	36	Contractual
    recognition of Bail-In	240
	37	Set-Off	241
	38	Notices	241
	39	Calculations
    and Certificates	244
	40	Partial
    Invalidity	244
	41	Remedies
    and Waivers	245
	42	Amendments
    and Waivers	245
	43	Confidentiality	257
	44	Counterparts	262
	45	Governing
    Law	262
	46	Enforcement	262


 






    i


     


    

 


	Schedule
    1 The Original Parties	264
	Part
    1 The Original Obligors	264
	 	 
	Part
    2 The Original Lenders	265
	 	 
	Schedule
    2 Conditions Precedent and Conditions Precedent required to be delivered by an Additional Obligor	266
	Part
    1 Conditions Precedent To First Utilisation	266
	 	 
	Part
    2 Conditions Precedent To Be Delivered By An Additional Obligor	271
	 	 
	Schedule
    3 Requests and Notices	273
	Part
    1 Utilisation Request Loans	273
	 	 
	Part
    2 Utilisation Request	277
	 	 
	Part
    3 Selection Notice	276
	 	 
	Schedule
    4 Form of Transfer Certificate	277
	Schedule
    5 Form of Assignment Agreement	281
	Schedule
    6 Form of Accession Deed	286
	Schedule
    7 Form of Resignation Letter	289
	Schedule
    8 Compliance Certificates	290
	Part
    1 Form of Quarterly Compliance Certificate	290
	 	 
	Part
    2 Form of Annual Compliance Certificate	291
	 	 
	Schedule
    9 Timetables	292
	Part
    1 Loans	292
	 	 
	Part
    2 Letters Of Credit	293
	 	 
	Schedule
    10 Form of Letters of Credit	294
	Schedule
    11 Agreed Security Principles	297
	Schedule
    12 Form of Increase Confirmation	306
	Schedule
    13 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	311
	 	 
	Schedule
    14	312
	Schedule
    15 Form of Substitute Affiliate Lender Designation Notice	313


 




    ii


     


    

 


THIS
AGREEMENT is dated 27 September 2019 (as amended and restated pursuant to an amendment and restatement agreement dated 25
June 2020).


 


Between:


 


	(1)	Inspired
                                         entertainment, inc.,
                                         a Delaware corporation with registered company number 47-1025534 (the “Company”);



 


	(2)	THE
                                         COMPANY listed in Part 1 of Schedule 1 (The Original Parties) as original
                                         facility B borrower (the “Original Facility B Borrower”);



 


	(3)	THE
                                         COMPANIES listed in Part 1 of Schedule 1 (The Original Parties) as original
                                         revolving facility borrowers (the “Original Revolving Facility Borrowers”
                                         and, together with the Original Facility B Borrower, the “Original Borrowers”);



 


	(4)	THE
                                         COMPANIES listed in Part 1 of Schedule 1 (The Original Parties) as original
                                         guarantors (the “Original Guarantors”);



 


	(5)	Nomura
                                         international plc and
                                         MACQUARIE CORPORATE HOLDINGS PTY LIMITED (UK BRANCH) as arrangers (the “Arrangers”)
                                         and as bookrunners (the “Bookrunners”);



 


	(6)	THE
                                         FINANCIAL INSTITUTIONS listed in Part 2 (The Original Lenders) of Schedule
                                         1 (The Original Parties) as Lenders (the “Original Lenders”);



 


	(7)	LUCID
                                         AGENCY SERVICES LIMITED, a company incorporated under the laws of England and Wales
                                         and with registration number 10987833 with its registered office at 6th Floor, No 1 Building
                                         1-5 London Wall Buildings, London Wall, London, United Kingdom, EC2M 5PG as agent of
                                         the other Finance Parties (the Agent”); and



 


	(8)	LUCID
                                         TRUSTEE SERVICES LIMITED, a company incorporated under the laws of England and Wales
                                         and with registration number 10992576 with its registered office at 6th Floor, No 1 Building
                                         1-5 London Wall Buildings, London Wall, London, United Kingdom, EC2M 5PG as security
                                         trustee for the Secured Parties (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 rating of at least BBB
                                         by Standard & Poor’s Rating Services or Fitch Ratings Ltd or at least Baa2
                                         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 3 months;



 






    A-1-1


     


    

 


		(b)	any
                                         Finance Party or any Affiliate of a Finance Party;



 


		(c)	[Reserved];
                                         or



 


		(d)	any
                                         other bank or financial institution approved by the Agent (acting reasonably) or providing
                                         banking services to a business or entity acquired by a member of the Group as permitted
                                         by this Agreement, 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.



 


“Accession
Deed” means a document substantially in the form set out in Schedule 6 (Form of Accession Deed) or any other
form agreed between the Agent and the Company (each acting reasonably).


 


“Accounting
Principles” means, in respect of the Company or any other member of the Group, US GAAP or the accounting principles
applicable to it in its jurisdiction of incorporation (including generally accepted accounting principles in the jurisdiction
of incorporation of any member of the Group (if applicable)), in each case to the extent applicable to the relevant financial
statements and as applied by the Company from time to time.


 


“Accounting
Reference Date” means 31 December.


 


“Acquisition”
means the acquisition by the Company of the Target Shares pursuant to and in accordance with the terms of the Acquisition Agreement.


 


“Acquisition
Agreement” means the sale and purchase agreement dated 11 June 2019 relating to the sale and purchase of the Target
Shares and made between, among others, the Inspired Gaming (UK) Limited and the Vendor.


 


“Acquisition
Documents” means the Acquisition Agreement and any other document designated as an “Acquisition Document”
by the Agent and the Company.


 


“Additional
Borrower” means an entity which becomes a Borrower in accordance with Clause 31 (Changes to the Obligors).


 


“Additional
Guarantor” means an entity which becomes an Additional Guarantor in accordance with Clause 31 (Changes to the
Obligors).


 


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


 


“Affiliate”
means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that
Holding Company.


 


“Agent’s
Spot Rate of Exchange” means the Agent’s spot rate of exchange for the purchase of the relevant currency with
the Base Currency in London or relevant foreign exchange market at or about 11:00 a.m. (London time) on a particular day.


 






    A-1-2


     


    

 


“Agreed
Security Principles” means the principles set out in Schedule 11 (Agreed Security Principles).


 


“Amendment
and Restatement Agreement” means the amendment and restatement agreement dated 25 June 2020 and made between, among
others, the Company, the Agent and the Security Agent.


 


“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 9 (Ancillary Facilities), in
each case as notified by the Ancillary Lender to the Agent pursuant to Clause 9.2 (Availability) 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 9 (Ancillary
Facilities).


 


“Ancillary
Lender” means each Lender (or Affiliate of a Lender) which makes available an Ancillary Facility in accordance with
Clause 9 (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
                                         (provided that, for the purposes of this definition, 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
                                         principal face value amount of each guarantee, bond and letter of credit under that Ancillary
                                         Facility; and



 


		(c)	the
                                         amount fairly representing the aggregate principal or equivalent outstanding (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.


 






    A-1-3


     


    

 


For
the purposes of this definition:


 


		(a)	in
                                         relation to any Utilisation denominated in the Base Currency, the amount of that Utilisation
                                         (determined as described in paragraphs (a) to (c) above) shall be used; and



 


		(b)	in
                                         relation to any Utilisation 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 of that Utilisation (determined as described in paragraphs (a) to (c) above)
                                         shall be used.



 


“Annual
Compliance Certificate” means a certificate substantially in the form set out in Part 2 of Schedule 8 (Compliance
Certificates) and delivered by the Company to the Agent under Clause 25.5(b) (Compliance Certificates) or otherwise
in form and substance satisfactory to the Agent (acting reasonably).


 


“Annual
Financial Statements” has the meaning given to it in Clause 25.4 (Financial Statements).


 


“Anti-Corruption
Laws” means all laws, rules, and regulations of any jurisdiction applicable to an Obligor and each other member of the
Group from time to time concerning or relating to bribery or corruption, including, without limitation, the UK Bribery Act 2010,
the United States Foreign Corrupt Practices Act of 1977 or other similar legislation in other jurisdictions.


 


"Anti-Terrorism
Laws" means, as applicable, the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.), the Money Laundering
Control Act of 1986 (18 U.S.C. §§ 1956 et seq.), the USA Patriot Act, the International Emergency Economic
Powers Act (50 U.S.C. §§ 1701 et seq.), the Trading with the Enemy Act (50 U.S.C. App. §§ 1
et seq.), any other equivalent applicable law or regulation including, without limitation, any law or regulation administered
by (or in force in) OFAC, the US, the United Kingdom and/or the European Union and its member states after the date of this Agreement.


 


“Approved
Acquisition” means an acquisition which complies with all the applicable conditions set out in paragraph (e) of the
definition of Permitted Acquisition.


 


“Approved
Existing Ancillary Facility” means the ancillary facilities made available to the Group which, prior to the Closing
Date, are agreed and designated in writing as Approved Existing Ancillary Facilities by the Lender (which will provide those ancillary
facilities as Ancillary Facilities under this Agreement) and the Company.


 






    A-1-4


     


    

 


“April
Interest Payment” means:


 


		(a)	in
                                         relation to Facility B1, £5,674,745.77 plus default interest of £118,538.41;
                                         and



 


		(b)	in
                                         relation to Facility B2, €3,088,125.00 plus default interest of €56,508.40;



 


“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.


 


“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
set out 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.


 


“Astra”
has the meaning given to it in the definition of “Target”.


 


“Auditors”
means any firm of independent accountants appointed by the Company as its auditors from time to time.


 


“Authorisation”
means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration, in each case
required by any applicable law or regulation.


 


“Availability
Period” means:


 


		(a)	in
                                         relation to Facility B, the period from and including the date of this Agreement to (and
                                         including) the last day of the Certain Funds Period; and



 


		(b)	in
                                         relation to the Revolving Facility, the period from (and including) the Closing Date
                                         to (and including) the date falling one Month prior to the applicable Termination
                                         Date.



 


“Available
Amount” means, at any time, the amount (if positive) equal to £3,000,000 minus the aggregate of:


 


		(a)	the
                                         then current aggregate outstanding amount of Permitted Financial Indebtedness incurred
                                         under paragraphs (e) and (o) of the definition of Permitted Financial Indebtedness to
                                         the extent then currently outstanding



 


		(b)	the
                                         then current actual or contingent liability in respect of guarantees given or issued
                                         in connection paragraphs (o)(iii) and (x) of the definition of “Permitted Guarantee”;



 


		(c)	the
                                         aggregate of all amounts referred to in the definition of “Permitted Share Issue”;
                                         and



 


		(d)	the
                                         then current aggregate outstanding amount of all loans referred to in paragraphs (e),
                                         (j), (l), (m) and (q) of "Permitted Loan" to the extent then currently outstanding,



 






    A-1-5


     


    

 


“Available
Ancillary Commitment” means in relation to an Ancillary Facility, an Ancillary Lender’s Ancillary Commitment (which
in the case of a multi-account overdraft, for the purpose of this definition, shall be the Designated Net Amount, unless, in relation
to any Ancillary Commitment, otherwise agreed between the Company and the relevant Ancillary Lender) less the Ancillary Outstandings
in relation to that Ancillary Facility.


 


“Available
Commitment” means, in relation to a Facility, a Lender’s Commitment under that Facility minus (subject to Clause 9.8
(Affiliates of Lenders as Ancillary Lenders) and as set out below):


 


		(a)	the
                                         Base Currency Amount of its participation in any outstanding Utilisations 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 Utilisation, the Base Currency Amount of its participation in
                                         any other Utilisations 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 (which in the case of a multi-account
                                         overdraft, for the purpose of this definition, shall be the Designated Net Amount) 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 Utilisation under a Revolving Facility
only, the following amounts shall not be deducted from a Lender’s Commitment under that Revolving Facility:


 


		(a)	that
                                         Lender’s (or its Affiliate’s) participation in any Revolving Facility Utilisations
                                         that are due to be repaid or prepaid on or before the proposed Utilisation Date; and



 


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


 


“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 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
                                         United Kingdom is not such an EEA Member Country) the United Kingdom, 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.



 






    A-1-6


     


    

 


“Bank
Levy” means 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, without limitation: (a) the UK bank levy as set out in the Finance Act 2011 and (b) any other levy or tax of a similar
nature in force (or formally announced) as at the date of this Agreement or (if applicable) in respect of any New Lender, as at
the date that New Lender accedes as a Lender to this Agreement and imposed in any jurisdiction by reference to the assets or liabilities
of a financial institution or other entity carrying out financial transactions.


 


“Bankruptcy
Code” has the meaning set forth in 28.12 (US Insolvency).


 


“Base
Currency” means Sterling.


 


“Base
Currency Amount” means:


 


		(a)	in
                                         relation to a Utilisation for an amount in the Base Currency, the amount specified in
                                         the Utilisation Request delivered by a Borrower for that Utilisation (or, if the amount
                                         requested 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 Business
                                         Days before the Utilisation Date or, if later, on the date the Agent receives the Utilisation
                                         Request in accordance with the terms of this Agreement); 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 9.2 (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 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 Utilisation, or (as the case may be) cancellation
or reduction of an Ancillary Facility.


 


“Bell-Fruit”
has the meaning given to it in the definition of “Target”.


 


“Borrower”
means an Original Borrower or an Additional Borrower unless it has ceased to be a Borrower in accordance with Clause 31 (Changes
to the Obligors) and, in respect of an Ancillary Facility only, any Affiliate of a Borrower that becomes a borrower of that
Ancillary Facility pursuant to the provisions of Clause 9.9 (Affiliates of Borrowers).


 


“Break
Costs” means the amount (if any) by which:


 


		(a)	the
                                         interest (excluding the Margin) which a Lender should have received for the period from
                                         the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to
                                         the last day of the current Interest Period in respect of that Loan or Unpaid Sum,
                                         had the principal amount or Unpaid Sum received been paid on the last day of that
                                         Interest Period;



 






    A-1-7


     


    

 


exceeds:


 


		(b)	the
                                         amount which that Lender would be able to obtain by placing an amount equal to the principal
                                         amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank
                                         Market for a period starting on the Business Day following receipt or recovery and
                                         ending on the last day of the current Interest Period.



 


“Budget”
means any budget delivered by the Company to the Agent pursuant to Clause 25.17 (Budget).


 


“Bund
Rate” means the yield to maturity at the time of computation of direct obligations of the Federal Republic of Germany
(Bunds or Bundesanleihen) with a constant maturity (as officially compiled and published in the most recent financial statistics
that are publicly available at least two Business Days (but not more than five Business Days) prior to the prepayment date (or,
if such financial statistics are not so published or available, any publicly available source of similar market data selected
by the Company in good faith)) most nearly equal to the period from the prepayment date to the first anniversary of the Closing
Date, provided that if such period is less than 1 year, such period shall be deemed to be 1 year.


 


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


 


		(a)	(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; or



 


		(b)	(in
                                         relation to any date for payment or purchase of Euro) any TARGET Day.



 


“Capital
Expenditure” has the meaning given to that term in Clause 26.1 (Financial definitions).


 


“Cash”
means, at any time (without double counting), cash at bank or in hand (including money market deposits, cash in tills and safes)
or in transit, or payments made by cheques or debit cards which are yet to be received in cleared funds, or any credit balance
on an account to which a member of the Group (or together with other members of the Group) is beneficially entitled (together,
when used in this definition “moneys”) and for so long as:


 


		(a)	repayment
                                         of those moneys is not contingent on the prior discharge of any other indebtedness of
                                         any Group member other than any indebtedness included in the calculation of Consolidated
                                         Total Net Debt;



 


		(b)	there
                                         is no Security over those moneys except for Permitted Security; and



 


		(c)	such
                                         moneys (save for and in such circumstances, moneys subject to Permitted Security) are
                                         capable of being applied in repayment or prepayment of indebtedness included in the calculation
                                         of Consolidated Total Net Debt within 90 days without any condition other than the lapse
                                         of time and notice (together with any ordinary course administrative clearances if any)
                                         being given, having to be fulfilled.



 






    A-1-8


     


    

 


“Cash
Equivalent Investments” means at any time:


 


		(a)	certificates
                                         of deposit maturing within one year after the relevant date of calculation and issued
                                         by an Acceptable Bank;



 


		(b)	any
                                         investment in marketable debt obligations issued or guaranteed by any government of a
                                         country which has a rating for its short-term unsecured and non credit-enhanced debt
                                         obligations of A-1 or higher by Standard & Poor’s Rating Services or F1 or
                                         higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investor Services Limited
                                         or by an instrumentality or agency of any such government having an equivalent credit
                                         rating, maturing within one year after the relevant date of calculation and not convertible
                                         or exchangeable to any other security;



 


		(c)	commercial
                                         paper not convertible or exchangeable to any other security:



 


		(i)	for
                                         which a recognised trading market exists;



 


		(ii)	issued
                                         by an issuer incorporated in a country, the government of which has a rating for its
                                         short-term unsecured and non credit-enhanced debt obligations of A-1 or higher by Standard
                                         & Poor’s Rating Services or P-1 or higher by Moody’s Investor Services
                                         Limited or F1 or higher by Fitch Ratings Ltd or by an instrumentality or agency of any
                                         such government having an equivalent credit rating;



 


		(iii)	which
                                         matures within one year after the relevant date of calculation; and



 


		(iv)	which
                                         has a credit rating of either A-1 or higher by Standard & Poor’s Rating Services
                                         or F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investor Services
                                         Limited, or, if no rating is available in respect of the commercial paper, the issuer
                                         of which has, in respect of its short-term unsecured and non-credit enhanced debt obligations,
                                         an equivalent rating;



 


		(d)	Sterling
                                         bills of exchange eligible for rediscount at the Bank of England and accepted by an Acceptable
                                         Bank (or their dematerialised equivalent);



 


		(e)	any
                                         investment in money market funds which (i) have a credit rating of either A-1 or
                                         higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings
                                         Ltd or P-1 or higher by Moody’s Investor Services Limited, (ii) which invest
                                         substantially all their assets in securities of the types described in paragraphs (a)
                                         to (d) above and (iii) can be turned into cash on not more than 30 days’
                                         notice; or



 


		(f)	any
                                         other debt security approved by the Majority Lenders,



 


in
each case, to which any member of the Group is alone (or together with other members of the Group) beneficially entitled at that
time and which is not issued or guaranteed by any member of the Group or subject to any Security (other than Permitted Security).


 


“Cash
Pooling Arrangements” means the cash pooling arrangements of the Group in the nature of overdraft or other fluctuating
debit balances or on demand short-term loans on accounts of any member of the Group with any bank on a net balance basis and/or
any guarantee in respect of such debit balances or on-demand short-term loans.


 






    A-1-9


     


    

 


“Certain
Funds Period” means:


 


		(a)	in
                                         respect of Facility B and the Revolving Facility, the period from (and including) the
                                         date of this Agreement to and including the earliest to occur of:



 


		(i)	11.59
                                         p.m. on the Closing Date;



 


		(ii)	11.59
                                         p.m. on the date that is five Business Days after Completion (as defined in the Acquisition
                                         Agreement) occurs;



 


		(iii)	11.59
                                         p.m. on the Longstop Date (as defined in the Acquisition Agreement), provided that any
                                         amendments to such date will be subject to consent from the Arrangers (each acting reasonably);



 


		(iv)	11.59
                                         p.m. on the date falling 9 Months from the date of the Commitment Letter (as such time
                                         and date may be extended from time to time with the consent of the Arrangers (acting
                                         reasonably));



 


		(v)	the
                                         date on which the Company or any Affiliate thereof notifies the Agent (which notification
                                         it will provide as soon as reasonably practicable following such event) in writing that
                                         the Acquisition has lapsed or has been conclusively withdrawn or terminated by the Company
                                         or the Acquisition Agreement is validly terminated prior to Completion (as defined in
                                         the Acquisition Agreement) by either party thereto in accordance with its terms; and



 


		(b)	[Reserved],



 


or,
in each case, such later date as agreed by the Agent (acting on the instructions of the Majority Lenders).


 


“Certain
Funds Utilisation” means a Utilisation made or to be made under any Facility during the Certain Funds Period where such
Utilisation is to be made solely for any of the purposes described in paragraph (a) and/or (b) of Clause 3.1 (Purpose).


 


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


 


“Change
of Control” save in respect of any Permitted Reorganisation, means:


 


		(a)	Inspired
                                         Entertainment, Inc. ceasing to control directly DMWSL 633 Limited;



 


		(b)	DMWSL
                                         633 Limited ceasing to control directly DMWSL 632 Limited;



 


		(c)	DMWSL
                                         632 Limited ceasing to control directly DMWSL 631 Limited;



 


		(d)	DMWSL
                                         631 Limited ceasing to control directly Gaming Acquisitions Limited;



 


		(e)	Gaming
                                         Acquisitions Limited ceasing to control directly Inspired Gaming Group Limited;



 






    A-1-10


     


    

 


		(f)	Inspired
                                         Gaming Group Limited ceasing to control directly Inspired Gaming (Holdings) Limited;



 


		(g)	Inspired
                                         Entertainment, Inc. ceasing to control directly or indirectly any Target, other than
                                         pursuant to any Permitted Transaction under paragraph (k) of that definition; and/or



 


		(h)	any
                                         person or group of persons acting in concert gaining direct or indirect control of Inspired
                                         Entertainment, Inc., (including any such persons constituting a “group” within
                                         the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of
                                         1934, as amended), and, for this purpose



 


		(i)	“control”
                                         of any entity other than Inspired Entertainment, Inc. means:



 


		(A)	the
                                         power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:



 


		(I)	cast,
                                         or control the casting of, 100% (or, in the case of Innov8 Gaming Limited, at least 60%)
                                         of the maximum number of votes that might be cast at a general meeting of that entity;
                                         or



 


		(II)	appoint
                                         or remove all, or the majority, of the directors or other equivalent officers of that
                                         entity or, in the case of Innov8 Gaming Limited, appoint or remove the majority of the
                                         directors or other equivalent officers of that entity; or



 


		(B)	the
                                         holding legally and beneficially of 100% (or, in the case of Innov8 Gaming Limited, at
                                         least 60%) of the issued share capital of that entity; and



 


		(ii)	“control”
                                         of Inspired Entertainment, Inc. means:



 


		(A)	the
                                         power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:



 


		(I)	appoint
                                         or remove all, or the majority, of the directors or other equivalent officers of Inspired
                                         Entertainment, Inc.; or



 


		(II)	cast,
                                         or control the casting of, more than 35% of the maximum number of votes that might be
                                         cast at a general meeting of Inspired Entertainment, Inc.; or



 


		(B)	the
                                         holding beneficially of more than 35% of the issued share capital of Inspired Entertainment,
                                         Inc.



 


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


 


“CLBILS
Facility” means any loan facility made available to a member of the Group in connection with the CLBILS Scheme.


 






    A-1-11


     


    

 


“CLBILS
Scheme” means the UK government's "Coronavirus Large Business Interruption Loan Scheme" in force as at the
Effective Date (and replacement, successor or other similar government scheme which is substantially similar to that which is
in force as at the Effective Date).


 


“Clean-Up
Period” has the meaning given to it in Clause 28.21 (Clean-Up Period).


 


“Closing
Date” means the date on which the first Utilisation of the Facilities occurs.


 


“Closing
Date Dormant Subsidiaries” means each of:


 


		(a)	Inspired
                                         Gaming Limited;



 


		(b)	MAM
                                         Services Limited;



 


		(c)	Leisure
                                         Link Electronic Entertainment Limited;



 


		(d)	Hargreaves
                                         Machines Limited;



 


		(e)	Ever
                                         2532 Limited;



 


		(f)	Revolution
                                         Entertainment Systems Holding Limited;



 


		(g)	Revolution
                                         Entertainment Systems Limited;



 


		(h)	Revolution
                                         Entertainment Systems (2)  Limited;



 


		(i)	115CR
                                         (150) Limited;



 


		(j)	Inspired
                                         Gaming Pension Trustees Limited;



 


		(k)	Virtual
                                         Racing Systems Limited;



 


		(l)	Kossway
                                         Automatics Western;



 


		(m)	Inn
                                         Style Leisure; and



 


		(n)	Sescomatics.



 


“Code”
shall mean the U.S. Internal Revenue Code of 1986, as amended from time to time.


 


“Commitment”
means a Facility B Commitment or a Revolving Facility Commitment.


 


“Commitment
Letter” means the letter originally dated 11 June 2019
between, among others, the Arrangers and Gaming Acquisitions Limited, setting out the terms on which the Facilities will
be made available in connection with the Acquisition and the Refinancing.


 


“Commodity
Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor
statute.


 


“Compliance
Certificate” means an Annual Compliance Certificate or a Quarterly Compliance Certificate.


 






    A-1-12


     


    

 


“Confidential
Information” means all information relating to any Obligor, the Group, the Target Group, the Finance Documents, a Facility
or any entity, group or business that is potentially to be acquired by the Group 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)	any
                                         member of the Group or the Target Group or any of their respective 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 the Target Group or any of 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 information that


 


		(i)	is
                                         or becomes public information other than as a direct or indirect result of any breach
                                         by that Finance Party of Clause 43 (Confidentiality); or



 


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



 


		(iii)	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 Group or the Target 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.



 


“Confidentiality
Undertaking” means a confidentiality undertaking substantially in a recommended form of the LMA on the date of this
Agreement or in any other form agreed between the Company and the Agent, and in any case capable of being relied upon by, and
not capable of being materially amended without the consent of, the Company.


 


“Consolidated
Cash Flow” has the meaning given to that term in Clause 26.1 (Financial definitions).


 


“Consolidated
Debt Service” has the meaning given to that term in Clause 26.1 (Financial definitions).


 


“Consolidated
EBIT” has the meaning given to that term in Clause 26.1 (Financial definitions).


 


“Consolidated
EBITDA” has the meaning given to that term in Clause 26.1 (Financial definitions).


 


“Consolidated
Pro Forma EBITDA” has the meaning given to that term in Clause 26.1 (Financial definitions).


 






    A-1-13


     


    

 


“Consolidated
Total Net Debt” has the meaning given to that term in Clause 26.1 (Financial definitions).


 


“Consolidated
Total Net Cash Interest Expenses” has the meaning given to that term in Clause 26.1 (Financial definitions).


 


“Conversion
of a Non-Voting Sub-Participation” means the exercise of any option under a Non-Voting Sub-Participation whereby voting
rights under the Finance Documents pass (as a result of and at the time of exercise of that option) from a Lender to the relevant
non-voting sub-participant.


 


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


 


“COVID-19
Pandemic” means the viral pandemic widely recognised as being in global circulation as at 12 June 2020 and commonly
referred to as being as a result of infection with COVID-19 and all associated mutations and variants thereof.


 


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


 


“CTA”
means the United Kingdom Corporation Tax Act 2009.


 


“Debenture
ARA” has the meaning given to it in the Amendment and Restatement Agreement.


 


“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 the earlier of (i) the giving of notice by the Agent under Clause 28.20 (Acceleration) or
(ii) with respect to any US Borrower or the Company, the occurrence of an Event of Default under Clause 28.12 (US Insolvency)
with respect to such US Borrower or, as applicable, the Company.


 


“Default”
means an Event of Default or an event or circumstance which would (with the expiry of a grace period or the giving of notice provided
for in Clause 28 (Events of Default) or any combination of the foregoing) be an Event of Default, provided that any
such event or circumstance which requires the satisfaction of a condition as to materiality or the making of a determination before
it becomes an Event of Default shall not be an Event of Default unless that condition is satisfied or determination made.


 






    A-1-14


     


    

 


“Defaulting
Lender” means any Lender (other than a Lender which is a member of the Group):


 


		(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) or has failed to provide cash collateral (or has
                                         notified the Issuing Bank or the Company (which has notified the Agent) that it will
                                         not provide cash collateral) in accordance with Clause 7.4 (Cash collateral by
                                         Non-Acceptable L/C Lender);



 


		(b)	which
                                         has otherwise rescinded or repudiated a Finance Document;



 


		(c)	which
                                         has breached any of the provisions of Clause 29.9 (Voting Sub-Participation,
                                         Non-Voting Sub-Participation or Conversion of Non-Voting Sub-Participation) including,
                                         for the avoidance of doubt, as a result of a misrepresentation or misstatement in its
                                         Voting Confirmation; or



 


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



 


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



 


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



 


		(iii)	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” has the meaning given to that term in Clause 9.2 (Availability).


 


“Designated
Net Amount” has the meaning given to that term in Clause 9.2 (Availability).


 


“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



 






    A-1-15


     


    

 


		(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.


 


“DMWSL
631 Limited” means DMWSL 631 Limited, a private limited company incorporated under the laws England and Wales with registered
number 07176707 having its registered office at 3 The Maltings, Wetmore Road, Burton-On-Trent, Staffordshire, DE14 1SE.


 


“DMWSL
632 Limited” means DMWSL 632 Limited, a private limited company incorporated under the laws England and Wales with registered
number 07176582 having its registered office at 3 The Maltings, Wetmore Road, Burton-On-Trent, Staffordshire, DE14 1SE.


 


“DMWSL
633 Limited” means DMWSL 633 Limited, a private limited company incorporated under the laws England and Wales with registered
number 07176544 having its registered office at 3 The Maltings, Wetmore Road, Burton-On-Trent, Staffordshire, DE14 1SE.


 


“Dormant
Subsidiary” means a member of the Group which does not trade (for itself or as agent for any person) and does not own,
legally or beneficially, assets (excluding all intra-Group items) which in aggregate have a value of £500,000 or more (or
its equivalent in other currencies).


 


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


 


“Effective
Date” has the meaning given to it in the Amendment and Restatement Agreement.


 


“Environment”
means humans, animals, plants and all other living organisms including the ecological systems of which they form part and the
following media:


 


		(a)	air
                                         (including, without limitation, air within natural or man-made structures, whether above
                                         or below ground);



 


		(b)	water
                                         (including, without limitation, territorial, coastal and inland waters, water under or
                                         within land and water in drains and sewers); and



 


		(c)	land
                                         (including, without limitation, land under water).



 


“Environmental
Claim” means any claim, proceeding, formal notice or investigation by any person in respect of any Environmental Law.


 






    A-1-16


     


    

 


“Environmental
Law” means any applicable law or regulation binding upon a member of the Group in the jurisdiction in which it operates
and which relates to:


 


		(a)	the
                                         pollution or protection of the Environment;



 


		(b)	the
                                         conditions of the workplace; or



 


		(c)	the
                                         generation, handling, storage, use, release or spillage of any substance which, alone
                                         or in combination with any other, is capable of causing harm to the Environment, including,
                                         without limitation, any waste.



 


“Environmental
Permits” means any permit and other Authorisation and the filing of any notification, report or assessment required
under any Environmental Law for the operation of the business of any member of the Group conducted on or from the properties owned
or used by any member of the Group.


 


“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.


 


“ERISA
Affiliate” shall mean any trade or business (whether or not incorporated) that, together with any Obligor, is treated
as a single employer under Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions
relating to Section 412 of the Code).


 


“ERISA
Event” shall mean:


 


		(a)	the
                                         failure of any Plan to comply with any provisions of ERISA and/or the Code (and applicable
                                         regulations under either) or with the terms of such Plan;



 


		(b)	the
                                         existence with respect to any Plan of a non-exempt Prohibited Transaction;



 


		(c)	any
                                         Reportable Event;



 


		(d)	the
                                         failure of any Obligor or ERISA Affiliate to make by its due date a required instalment
                                         under Section 430(j) of the Code with respect to any Pension Plan or any failure by any
                                         Pension Plan to satisfy the minimum funding standards (within the meaning of Section
                                         412 of the Code or Section 302 of ERISA) applicable to such Pension Plan, whether or
                                         not waived;



 


		(e)	a
                                         determination that any Pension Plan is in “at risk” status (within the meaning
                                         of Section 430 of the Code or Section 303 of ERISA);



 


		(f)	the
                                         filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application
                                         for a waiver of the minimum funding standard with respect to any Pension Plan;



 


		(g)	the
                                         termination of, or the appointment of a trustee to administer, any Pension Plan under
                                         Section 4042 of ERISA or the incurrence by any Obligor or any of its ERISA Affiliates
                                         of any liability under Title IV of ERISA with respect to the termination of any Pension
                                         Plan (other than for PBGC premiums due but not delinquent under Section 4007 of ERISA),
                                         including but not limited to the imposition of any Security in favor of the PBGC or any
                                         Pension Plan;



 






    A-1-17


     


    

 


		(h)	the
                                         receipt by any Obligor or any of its ERISA Affiliates from the PBGC or a plan administrator
                                         of any notice to terminate any Pension Plan under Section 4041 of ERISA or to appoint
                                         a trustee to administer any Pension Plan under Section 4042 of ERISA;



 


		(i)	the
                                         failure by any Obligor or any of its ERISA Affiliates to make any required contribution
                                         to a Multiemployer Plan;



 


		(j)	the
                                         incurrence by any Obligor or any of its ERISA Affiliates of any liability with respect
                                         to the withdrawal from any Pension Plan subject to Section 4063 of ERISA during a plan
                                         year in which it was a “substantial employer” (within the meaning of Section
                                         4001(a)(2) of ERISA), or a cessation of operations that is treated as such a withdrawal
                                         under Section 4062(e) of ERISA, or the complete or partial withdrawal (within the meaning
                                         of Section 4203 or 4205 of ERISA) from any Multiemployer Plan;



 


		(k)	the
                                         receipt by any Obligor or any of its ERISA Affiliates of any notice concerning the imposition
                                         of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected
                                         to be, in “endangered” or “critical” status (within the meaning
                                         of Section 432 of the Code or Section 305 of ERISA), or terminated (within the meaning
                                         of Section 4041A of ERISA); or



 


		(l)	the
                                         failure by any Obligor or any of its ERISA Affiliates to pay when due (after expiration
                                         of any applicable grace period) any instalment payment with respect to Withdrawal Liability
                                         under Section 4201 of ERISA.



 


“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.


 


“EURIBOR”
means, in relation to any Loan in Euro:


 


		(a)	the
                                         applicable Screen Rate;



 


		(b)	(if
                                         no Screen Rate is available for the Interest Period of that Loan or overdue amount) the
                                         Interpolated Screen Rate for that Loan or overdue amount; or



 


		(c)	if:



 


		(i)	no
                                         Screen Rate is available for the currency or Interest Period of that Loan or overdue
                                         amount; and



 


		(ii)	it
                                         is not possible to calculate an Interpolated Screen Rate for that Loan,



 


the
Reference Bank Rate,


 


as
of, in the case of paragraphs (a) and (c) above, the Specified Time on the Quotation Day for Euro and for a period equal
in length to the Interest Period of that Loan or overdue amount and, if that rate is less than zero, EURIBOR shall be deemed to
be zero.


 


“EUR-to-GBP
Conversion Rate” means the quotient obtained through the following division: .


 






    A-1-18


     


    

 


“Event
of Default” means any event or circumstance specified as such in Clause 28 (Events of Default).


 


“Excess
Cash Flow” has the meaning given to that term in Clause 26.1 (Financial definitions).


 


“Excess
Cash Flow De Minimis” means an amount equal to the greater of (i) £3,000,000 and (ii) 5 per cent. of Consolidated
Pro Forma EBITDA for the Relevant Period ending on the most recent Quarter Date for which Quarterly Financial Statements
together with the relevant Quarterly Compliance Certificate have been delivered to the Agent.


 


“Excluded
Investor” means:


 


		(a)	MacAndrews
                                         & Forbes;



 


		(b)	Icahn
                                         Enterprises;



 


		(c)	Steel
                                         Partners; or



 


		(d)	WL
                                         Ross & Co.



 


“Excluded
Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion
of a guarantee granted in accordance with Clause 23 (Guarantees and Indemnity) of such Guarantor of, or the grant under
a Finance Document by such Guarantor of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes
illegal under the Commodity Exchange Act (or the application or official interpretation thereof) by virtue of such Guarantor’s
failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at
the time the guaranty of such Guarantor, or grant by such Guarantor of a security interest, becomes effective with respect to
such Swap Obligation. If a Swap Obligation arises under a Master Agreement governing more than one Swap Contract, such exclusion
shall apply only to the portion of such Swap Obligation that is attributable to Swap Contracts for which such guaranty or security
interest becomes illegal.


 


“Executive
Chairman” means the executive chairman of the Company or, if no executive chairman is appointed, such other person fulfilling
the functions of an executive chairman of the Group.


 


“Existing
Debt” means the outstanding indebtedness of the Group and the Target Group existing immediately prior to the Closing
Date under (i) an Existing Debt Financing, and (ii) any hedging agreements in relation to an Existing Debt Financing which are
to be terminated on or prior to the Closing Date.


 


“Existing
Debt Financing” means any debt financing made available to the Group or the Target Group and existing immediately prior
to the Closing Date which is to be repaid and/or prepaid on the Closing Date as set out in the Funds Flow Statement.


 


“Existing
Letter of Credit” means any letter of credit or bank guarantee which is issued on behalf of the Group and/or the Target
Group by a Lender which is an Issuing Bank under this Agreement, and which is, on or prior to the Closing Date, agreed and designated
in writing as an Existing Letter of Credit by the Issuing Bank which will provide such Letter of Credit under a Revolving Facility
and the Company.


 






    A-1-19


     


    

 


“Expiry
Date” means, for a Letter of Credit, the last day of its Term.


 


“Facility”
means Facility B or the Revolving Facility.


 


“Facility
B” means Facility B1 and/or Facility B2, as the context requires.


 


“Facility
B Borrower” means a Facility B1 Borrower and/or a Facility B2 Borrower, as the context requires.


 


“Facility
B Commitment” means a Facility B1 Commitment and/or a Facility B2 Commitment, as the context requires.


 


“Facility
B Lender” means a Facility B1 Lender and/or a Facility B2 Lender, as the context requires.


 


“Facility
B Loan” means a Facility B1 Loan and/or a Facility B2 Loan, as the context requires.


 


“Facility
B1” means the term loan facility made available under this Agreement as described in paragraph (a)(i) of Clause 2.1
(The Facilities).


 


“Facility
B1 Borrower” means the Original Facility B Borrower and any other member of the Group which accedes as an Additional
Borrower under Facility B1 in accordance with Clause 31 (Changes to the Obligors) unless it has ceased to be a Facility
B1 Borrower in accordance with Clause 31 (Changes to the Obligors).


 


“Facility
B1 Commitment” means:


 


		(a)	in
                                         relation to an Original Lender as at the Effective Date (and subject to the operation
                                         of Clause 14.6 (Capitalisation of April Interest Payment)) the amount set out
                                         in Part 2 (The Original Lenders) of Schedule 1 (The Original Parties) as
                                         its Facility B1 Commitment (subject to the operation of Clause 14.7 (Capitalisation
                                         following September 2021 Date)), and the amount of any other Facility B1 Commitment
                                         transferred to it under this Agreement or assumed by it in accordance with Clause 2.2
                                         (Increase); and



 


		(b)	in
                                         relation to any other Lender, the amount of any Facility B1 Commitment transferred to
                                         it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase),



 


to
the extent:


 


		(i)	not
                                         cancelled, reduced or transferred by it under this Agreement; and



 


		(ii)	not
                                         deemed to be zero pursuant to Clause 30 (Restriction on Debt Purchase Transactions).



 


“Facility
B1 Lender” means any Lender who makes available a Facility B1 Commitment or a Facility B1 Loan.


 






    A-1-20


     


    

 


“Facility
B1 Loan” means a loan made or to be made under Facility B1 or the principal amount outstanding for the time being of
that loan.


 


“Facility
B2” means the term loan facility made available under this Agreement as described in paragraph (a)(ii) of Clause 2.1
(The Facilities).


 


“Facility
B2 Borrower” means the Original Facility B Borrower and any other member of the Group which accedes as an Additional
Borrower under Facility B2 in accordance with Clause 31 (Changes to the Obligors) unless it has ceased to be a Facility
B2 Borrower in accordance with Clause 31 (Changes to the Obligors).


 


“Facility
B2 Commitment” means:


 


		(a)	in
                                         relation to an Original Lender as at the Effective Date (and subject to the operation
                                         of Clause 14.6 (Capitalisation of April Interest Payment)) the amount set out
                                         in Part 2 (The Original Lenders) of Schedule 1 (The Original Parties) as
                                         its Facility B2 Commitment (subject to the operation of Clause 14.7 (Capitalisation
                                         following September 2021 Date)), and the amount of any other Facility B2 Commitment
                                         transferred to it under this Agreement or assumed by it in accordance with Clause 2.2
                                         (Increase); and



 


		(b)	in
                                         relation to any other Lender, the amount of any Facility B2 Commitment transferred to
                                         it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase),
	 	 	 
	 	to
                                         the extent:



 


		(i)	not
                                         cancelled, reduced or transferred by it under this Agreement; and



 


		(ii)	not
                                         deemed to be zero pursuant to Clause 30 (Restriction on Debt Purchase Transactions).



 


“Facility
B2 Lender” means any Lender who makes available a Facility B2 Commitment or a Facility B2 Loan.


 


“Facility
B2 Loan” means a loan made or to be made under Facility B2 or the principal amount outstanding for the time being of
that loan.


 


“Facility
Office” means the office or offices notified by a Lender, Finance Party or the Issuing Bank to the Agent in writing
on or before the date it becomes a Lender, Finance Party or the Issuing Bank (or, following that date, by not less than five Business
Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.


 


“FATCA”
means:


 


		(a)	sections
                                         1471 to 1474 of the Code or associated regulations;



 


		(b)	any
                                         treaty, law or regulation of 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



 






    A-1-21


     


    

 


		(c)	any
                                         agreement pursuant to the implementation of paragraphs (a) or (b) above with the US Internal
                                         Revenue Service, 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), 1 July 2014; or



 


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



 


“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
Reserve Board" means the Board of Governors of the Federal Reserve System, or any entity succeeding to any of its principal
functions.


 


“Fee
Letter” means:


 


		(a)	the
                                         fee letter dated 14 August 2019 between, amongst others, Nomura International plc and
                                         Macquarie Corporate Holdings Pty Limited (UK Branch) as mandated lead arrangers and Gaming
                                         Acquisitions Limited;



 


		(b)	any
                                         letter or letters dated prior to, on or after the date of this Agreement between any
                                         of (i) the Arrangers and the Company, (ii) the Agent and the Company, (iii)
                                         the Issuing Bank and the Company, or (iv) the Security Agent and the Company, setting
                                         out any of the fees referred to in Clause 17 (Fees); and



 


		(c)	any
                                         agreement setting out fees payable to a Finance Party referred to in paragraph (e)
                                         of Clause 2.2 (Increase), or Clause 17.6 (Interest, commission and
                                         fees on Ancillary Facilities) of this Agreement or under any other Finance Document.



 


“Finance
Document” means this Agreement, the Amendment and Restatement Agreement, any Accession Deed, any Ancillary Document,
any Compliance Certificate, any Fee Letter, any Hedging Agreement, the Hedging Letter, each Increase Confirmation, the Intercreditor
Agreement, any Selection Notice, any Transaction Security Document, any Utilisation Request and any other document designated
as a “Finance Document” by the Agent and the Company, provided that, where the term “Finance Document”
is used in and construed for the purposes of this Agreement or the Intercreditor Agreement, a Hedging Agreement shall be a Finance
Document only for the purposes of:


 


		(a)	the
                                         definition of “Material Adverse Effect”;



 


		(b)	paragraph (a)
                                         of the definition of “Permitted Transaction”;



 






    A-1-22


     


    

 


		(c)	the
                                         definition of “Transaction Security Document” and for the purpose
                                         of defining “secured obligations” in any Transaction Security Document;



 


		(d)	paragraph (a)(v)
                                         of Clause 1.2 (Construction); and



 


		(e)	Clause 28
                                         (Events of Default) (other than Clause 28.20 (Acceleration)).



 


“Finance
Lease” means any lease or hire purchase contract which would, in accordance with the Accounting Principles as in force
at the date of the Agreement, be treated as a finance or capital lease.


 


“Finance
Party” means the Agent, each Arranger, the Security Agent, a Lender, the Issuing Bank, a Hedge Counterparty or any Ancillary
Lender, provided that where the term “Finance Party” is used in and construed for the purposes of this Agreement
or the Intercreditor Agreement, a Hedge Counterparty shall be a Finance Party only for the purposes of:


 


		(a)	the
                                         definition of “Secured Parties”;



 


		(b)	paragraph (a)(i)
                                         of Clause 1.2 (Construction);



 


		(c)	paragraph (b)
                                         of the definition of “Material Adverse Effect”;



 


		(d)	Clause
                                         27.28 (Further Assurance); and



 


		(e)	Clause 33
                                         (Conduct of Business by the Finance Parties).



 


“Financial
Indebtedness” means any indebtedness for or in respect of (without double counting):


 


		(a)	moneys
                                         borrowed;



 


		(b)	any
                                         amount raised by acceptance under any acceptance credit or bill discounting facility
                                         or dematerialised equivalent;



 


		(c)	any
                                         amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures,
                                         loan stock or any similar instrument (but not Trade Instruments);



 


		(d)	the
                                         amount of any liability in respect of Finance Leases;



 


		(e)	receivables
                                         sold or discounted (other than any receivables to the extent they are sold or discounted
                                         on a non-recourse basis or where any recourse in respect of such receivables otherwise
                                         sold on a non-recourse basis is limited to customary indemnities, warranties and/or security);



 


		(f)	any
                                         amount raised under any other transaction (including any forward sale or purchase agreement)
                                         required to be accounted for as a borrowing in accordance with the Accounting Principles;



 


		(g)	any
                                         Treasury Transaction (and, when calculating the value of any Treasury Transaction, only
                                         the marked to market net value (or, if any actual amount is due as a result of the termination
                                         or close-out of that Treasury Transaction, that amount) shall be taken into account);



 






    A-1-23


     


    

 


		(h)	amounts
                                         raised by any issue of shares which are expressed to be redeemable mandatorily or at
                                         the option of the holder prior to the Termination Date in respect of Facility B;



 


		(i)	any
                                         counter-indemnity obligation in respect of a guarantee, indemnity bond, standby or documentary
                                         letter of credit or any other instrument issued by a bank or financial institution in
                                         respect of an underlying liability (excluding any Trade Instruments) of an entity which
                                         is not a member of the Group which liability would fall within one of the other paragraphs of
                                         this definition;



 


		(j)	the
                                         amount of any liability in respect of any credit for goods and services raised in the
                                         ordinary course and outstanding for more than 120 days after its customary date
                                         of payment and any liability to a financial institution in respect of the provision of
                                         supply chain financing outstanding for more than 120 days after the customary date of
                                         payment for the goods or services in respect of which such supply chain financing has
                                         been provided;



 


		(k)	the
                                         amount of any liability in relation to any earn out arrangements, contingent consideration
                                         arrangements, post-closing payment adjustments or other adjustments of purchase price,
                                         indemnification or similar obligations in connection with any acquisition in each case
                                         to the extent required to be account for as a borrowing in accordance with the Accounting
                                         Principles; and



 


		(l)	the
                                         amount of any liability in respect of any guarantee for any of the items referred to
                                         in paragraphs (a) to (j) above,



 


but
excluding, in all cases, for the avoidance of doubt all pension-related or post-employment liabilities; the amount of any liability
in respect of any credit for goods and services raised in the ordinary course and outstanding for 120 days or less after
its customary date of payment and any liability to a financial institution in respect of the provision of supply chain financing
outstanding for 120 days or less after the customary date of payment for the goods or services in respect of which such supply
chain financing has been provided; intra-day exposures; indebtedness in respect of any lease, concession or licence treated as
an operating lease under the Accounting Principles (as in force at the date of this Agreement); Financial Indebtedness arising
under Treasury Transactions except to the extent included in paragraph (g) above; obligations in respect of any licence, permit
or other approval arising in the ordinary course of business; or in respect of Trade Instruments; and so that, where the amount
of Financial Indebtedness falls to be calculated or where the existence (or otherwise) of any Financial Indebtedness is to be
established Financial Indebtedness in respect of uncashed cheques issued by a member of the Group in the ordinary course of trading
shall not be taken into account.


 


“Financial
Quarter” has the meaning given to that term in Clause 26.1 (Financial definitions).


 


“Financial
Statements” means Annual Financial Statements, Quarterly Financial Statements or Monthly Financial Statements.


 


“Financial
Year” has the meaning given to that term in Clause 26.1 (Financial definitions).


 






    A-1-24


     


    

 


“Funds
Flow Statement” means a funds flow statement in the agreed form.


 


“Gilt
Rate” means the yield to maturity at the time of computation of U.K. Government Securities with a floating maturity
(as compiled by the Office for National Statistics and published in the most recent financial statistics that are publicly available
at least two Business Days (but not more than five Business Days) prior to the prepayment date (or, if such financial statistics
are not so published or available, any publicly available source of similar market data selected by the Company in good faith))
most nearly equal to the period from the prepayment date to the first anniversary of the Closing Date, provided that if such period
is less than 1 year, such period shall be deemed to be 1 year.


 


“Group”
means the Company and its Subsidiaries from time to time.


 


“Group
Initiatives” has the meaning given to that term in paragraph (g) of Clause 26.5 (Calculations).


 


“Group
Structure Chart” means the structure chart of the Group in the agreed form and assuming the Closing Date has occurred.


 


“Guarantor”
means each Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 31
(Changes to the Obligors).


 


“Guarantor
Coverage Level” has the meaning given to it in Clause 27.27 (Guarantees and Security).


 


“Harlequin”
means Harlequin Gaming Limited, a private limited liability company incorporated under the laws of England and Wales having its
registered office at Astra House, 1 Kingsway, CF31 3RY Bridgend, United Kingdom, registered with company number 09292082.


 


“Hedge
Counterparty” means any person which is or has become a party to the Intercreditor Agreement as a Hedge Counterparty
in accordance with the provisions of the Intercreditor Agreement.


 


“Hedging
Agreement” means any master agreement, confirmation, schedule or other agreement entered into by an Obligor with a Hedge
Counterparty:


 


		(a)	for
                                         the purpose of hedging interest rate, cross currency or foreign exchange risks in relation
                                         to Facility B or any New Senior Secured Debt (including, without limitation, any hedging
                                         entered into to comply with the Minimum Hedging Requirements); or



 


		(b)	in
                                         respect of (i) interest rate hedging transactions, (ii) spot and forward foreign
                                         exchange hedging transactions and (iii) other hedging transactions, in each case
                                         in the ordinary course of business and not for speculative purposes and to the extent
                                         permitted under Clause 27.19 (Treasury Transactions),



 


provided
that, in each case, the Hedge Counterparty is a party to the Intercreditor Agreement as a Hedge Counterparty.


 






    A-1-25


     


    

 


“Hedging
Costs” means any costs incurred by a member of the Group in connection with the putting in place of any Hedging Agreements
or Unsecured Hedging Agreements entered into from time to time.


 


“Hedging
Letter” means the letter dated on or before the Closing Date and made between the Agent and the Company describing the
hedging arrangements to be entered into by the Group in respect of the interest rate liabilities of the Borrowers of, and in relation
to, Facility B.


 


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


 


“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 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 12 (Form of Increase Confirmation)
or in any other form agreed between the Agent and the Company (each acting reasonably).


 


“Increase
Lender” has the meaning given to that term in Clause 2.2 (Increase).


 


“Information
Memorandum” means the document in the form approved by the Company concerning the Company and the Target Group in relation
to the Facilities and distributed by the Arrangers and the Bookrunners on a confidential basis in connection with the syndication
of the Facilities.


 


“Initial
Base Case Model” means the financial model relating to the Group in the agreed form (including profit and loss, balance
sheet and cashflow projections) and delivered to the Agent pursuant to Clause 4.1 (Initial conditions precedent).


 






    A-1-26


     


    

 


“Innov8”
means Innov8 Gaming Limited, a private limited liability company incorporated under the laws of England and Wales having its registered
office at Astra House, 1 Kingsway, CF31 3RY Bridgend, United Kingdom, registered with company number 10717040.


 


“Insolvency
Event” in relation to a Finance Party means the appointment of a liquidator, receiver, administrative receiver, administrator,
compulsory manager or other similar officer in respect of that Finance Party or all or substantially all of that Finance Party’s
assets or any analogous procedure or step is taken in any jurisdiction (all other than by way of an Undisclosed Administration
unless related to all Finance Parties at the time of commencing such procedure) with respect to that Finance Party.


 


“Intellectual
Property” means:


 


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



 


		(b)	the
                                         benefit of all applications (and all goodwill associated with such applications) and
                                         rights to use such assets of each member of the Group, including all rights under any
                                         agreements relating to the use or exploitation of any such rights, which may now or in
                                         the future subsist.



 


“Intercreditor
Agreement” means the intercreditor agreement dated on or about the date of this Agreement (as amended and restated by
the Amendment and Restatement Agreement) and made between, among others, the Company, the parties thereto as debtors, the parties
thereto as intra-group lenders, the Agent and the Security Agent.


 


“Intercreditor
Class” means, in respect of any New Senior Secured Debt which has been designated in the New Senior Secured Debt Notice
as being subject to the Intercreditor Agreement, the applicable intercreditor ranking (by reference to the Intercreditor Agreement
in effect at such time), subject to compliance with paragraph (d) of Clause 42.7 (Additional Debt Documentation), thereof
as specified in such New Senior Secured Debt Notice.


 


“Interest
Costs Account Charge” means the account charge and assignment to be entered into between the Borrowers and the Security
Agent and pursuant to which the Original Facility B Borrower shall be obliged, among other things, to maintain in a blocked account
a cash balance equivalent to the aggregate amount of interest relating to the Facilities projected (based on the three month LIBOR
or, as applicable, EURIBOR rate which was applicable on the then most recent prior Quarter Date) to be paid or payable by the
Group up to and including the next Quarter Date (the first such Quarter Date being deemed to be 30 September 2020), as calculated
by the Company or the relevant Borrower (each acting reasonably and in good faith) following consultation with the Agent.


 


“Interest
Period” means, in relation to a Loan, each period determined in accordance with Clause 15 (Interest Periods)
and, in relation to an Unpaid Sum, each period determined in accordance with Clause 14.3 (Default interest).


 






    A-1-27


     


    

 


“Interpolated
Screen Rate” means, in relation to EURIBOR or LIBOR for any Loan, the rate (rounded to the same number of decimal places
as the two relevant Screen Rates) which results from interpolating on a linear basis between:


 


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



 


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



 


each
as of the Specified Time on the Quotation Day for the currency of that Loan.


 


“Issuing
Bank” means any Lender which has notified the Agent that it has agreed to the Company’s request to be an Issuing
Bank pursuant to the terms of this Agreement (and if more than one Lender has so agreed, such Lenders shall be referred to, whether
acting individually or together, as the “Issuing Bank”) provided that, in respect of a Letter of Credit issued
or to be issued pursuant to the terms of this Agreement, the “Issuing Bank” shall be the Issuing Bank which
has issued or agreed to issue that Letter of Credit.


 


“ITA”
means the United Kingdom Income Tax Act 2007.


 


“Joint
Venture” means any joint venture entity or minority interest, whether in or relating to a company, unincorporated firm,
undertaking, association, joint venture or partnership or any other person in which a member of the Group directly or indirectly
holds (or, upon making an initial investment will hold) shares or other applicable ownership interests.


 


“L/C
Proportion” means in relation to a Revolving Facility Lender in respect of any Letter of Credit, the proportion (expressed
as a percentage) borne by that Lender’s Available Commitment to the relevant Available Facility (in each case) under a Revolving
Facility immediately prior to the issue of that Letter of Credit, adjusted to reflect any assignment or transfer under this Agreement
to or by that Lender.


 


“Legal
Opinion” means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent)
or under Clause 31 (Changes to the Obligors).


 


“Legal
Reservations” means:


 


		(a)	the
                                         principle that certain remedies may be granted or refused at the discretion of the court,
                                         the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation,
                                         reorganisation, court schemes, moratoria, administration and other laws generally affecting
                                         the rights of creditors and secured creditors;



 


		(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;



 


		(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 as
                                         an assignment may be recharacterised as a charge;



 






    A-1-28


     


    

 


		(d)	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;



 


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



 


		(f)	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;



 


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



 


		(h)	similar
                                         principles, rights and defences under the laws of any relevant jurisdiction;



 


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



 


		(j)	any
                                         other matters which are set out as qualifications or reservations (however described)
                                         as to matters of law in the Legal Opinions.



 


“Lender”
means:


 


		(a)	an
                                         Original Lender; or



 


		(b)	any
                                         bank, financial institution, trust, fund or other entity which has become a Party as
                                         a Lender in accordance with Clause 2.2 (Increase) or Clause 29 (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 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” means:


 


		(a)	a
                                         letter of credit, substantially in the form set out in Schedule 10 (Form of Letters
                                         of Credit) or in any other form requested by the Company and agreed by the Issuing
                                         Bank; or



 


		(b)	any
                                         guarantee, indemnity or other instrument in a form requested by a Borrower (or the Company
                                         on its behalf) and agreed by the Issuing Bank.



 


“Leverage
Ratio” has the meaning given to that term in Clause 26.3 (Leverage).


 






    A-1-29


     


    

 


“LIBOR”
means, in relation to any Loan (other than for a Loan denominated in EUR):


 


		(a)	the
                                         applicable Screen Rate;



 


		(b)	(if
                                         no Screen Rate is available for the currency or Interest Period of that Loan) the Interpolated
                                         Screen Rate for that Loan; or



 


		(c)	if:



 


		(i)	no
                                         Screen Rate is available for the currency or Interest Period of that Loan; and



 


		(ii)	it
                                         is not possible to calculate an Interpolated Screen Rate for that Loan,



 


the
Reference Bank Rate,


 


as
of, in the case of paragraphs (a) and (c) above, the Specified Time on the Quotation Day for the currency of that Loan and
a period equal in length to the Interest Period of that Loan and, if that rate is less than zero, LIBOR shall be deemed to be
zero.


 


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


 


“LMA”
means the Loan Market Association.


 


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


 


“LTM”
means last twelve Months.


 


“Major
Default” means (with respect to the Original Obligors only (and excluding any procurement obligations on the part of
the Original Obligors with respect to any other member of the Group or the Target Group)) any event or circumstance constituting
an Event of Default that is continuing under any of Clause 28.1 (Payment Default), Clause 28.4 (Other obligations)
insofar as it relates to a breach of any Major Undertaking, Clause 28.5 (Misrepresentation) insofar as it relates
to a breach of any Major Representation in any material respect, Clause 28.6 (Invalidity and Unlawfulness) and Clauses 28.8
(Insolvency) to 28.11 (Similar events elsewhere) (each inclusive).


 


“Major
Representation” means a representation or warranty (with respect to the Original Obligors only (and excluding any procurement
obligations on the part of the Original Obligors with respect to any other member of the Group or the Target Group)) under any
of Clauses 24.1 (Status) to 24.5 (Validity and admissibility in evidence) (each inclusive) and Clause 24.16
(Anti-corruption and sanctions).


 


“Major
Undertaking” means (with respect to the Original Obligors (and excluding any procurement obligations on the part of
the Original Obligors with respect to any member of the Group or the Target Group) any of Clauses 27.3 (Pari passu Ranking),
 27.9 (Amalgamations and Change of Business), Clause 27.10 (Disposals), Clause 27.12 (Negative
Pledge), 27.14 (Indebtedness), 27.15 (Guarantees), Clause 27.16 (Loans), Clause 27.20 (Joint
Ventures), Clause 27.21 (Acquisitions and Investments), Clauses 27.23 (Control and Share Issues) to
27.26 (Holding Company) and Clause 27.30 (Anti-Corruption Law/Sanctions) (each inclusive).


 






    A-1-30


     


    

 


“Majority
Lenders” means:


 


		(a)	in
                                         the context of a proposed amendment or waiver in relation to a proposed Utilisation of
                                         the Revolving Facility of any of the conditions in Clause 4.2 (Further conditions
                                         precedent), a Lender or Lenders whose Revolving Facility Commitments aggregate 662⁄3 per cent.
                                         or more of the Total Revolving Facility Commitments (or, if the total Revolving Facility
                                         Commitments have been reduced to zero, aggregated more than 662⁄3 per cent.
                                         of the Total Revolving Facility Commitments immediately prior to that reduction);



 


		(b)	[Reserved];
                                         and



 


		(c)	otherwise
                                         a Lender or Lenders whose Commitments aggregate 662⁄3 per cent. or more
                                         of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated
                                         662⁄3 per cent. or more of the Total Commitments immediately prior to that
                                         reduction) (and for this purpose the amount of an Ancillary Lender’s Revolving
                                         Facility Commitment shall not be reduced by the amount of its Ancillary Commitment).



 


“Make-Whole
Amount” means an amount equal to the excess (to the extent positive) of:


 


		(a)	the
                                         present value on the prepayment date of the sum of (X) 100 per cent. of the principal
                                         amount so prepaid plus (Y) all required and scheduled interest payments that would otherwise
                                         have accrued or been due on the principal amount so prepaid from (and including) the
                                         prepayment date to (and excluding) the first anniversary of the Closing Date (assuming
                                         for this purpose that the applicable EURIBOR rate or, as the case may be, LIBOR rate
                                         is the higher of (x) the rate of offering of deposits for a three month period determined
                                         on the Quotation Day prior to the date of the prepayment and (y) zero basis points per
                                         annum) computed upon the prepayment date using a discount rate equal to, in the case
                                         of principal denominated in Euro, the Bund Rate and, in the case of principal denominated
                                         in Sterling, the Gilt Rate (provided that if the Bund Rate or, as the case may be and
                                         as applicable, the Gilt Rate is less than zero, it shall be deemed to be zero) plus,
                                         in each case, 50 basis points; over



 


		(b)	the
                                         principal amount so prepaid;



 


“Margin”
means (with retroactive effect from 1 April 2020), subject to Clause 14.7 (Capitalisation following September 2021 Date):


 


		(a)	in
                                         relation to any Facility B1 Loan, 8.25 per cent. per annum;



 


		(b)	in
                                         relation to any Facility B2 Loan, 7.75 per cent. per annum;



 


		(c)	in
                                         relation to any Revolving Facility Loan, 6.50 per cent. per annum;



 


		(d)	[Reserved];



 


		(e)	in
                                         relation to any Unpaid Sum relating or referable to a Facility, the rate per annum specified
                                         above for that Facility; and



 


		(f)	in
                                         relation to any other Unpaid Sum, the highest rate specified above,



 






    A-1-31


     


    

 


but
if:


 


		(i)	no
                                         Event of Default has occurred and is continuing;



 


		(ii)	the
                                         third full Financial Quarter since the Closing Date has expired; and



 


		(iii)	the
                                         Leverage Ratio in respect of the most recently completed Relevant Period is within a
                                         range set out below,



 


then
the Margin for each Facility B1 Loan, Facility B2 Loan and Revolving Facility Loan will be the percentage per annum set out below
in the column in the relevant table for that Facility opposite that range:


 


	Leverage Ratio	 	Facility B1 Margin % p.a.	 	 	Facility B2 Margin % p.a.	 	 	Revolving Facility Margin % p.a.	 
	Greater than or equal to 2.9:1	 	 	8.25	 	 	 	7.75	 	 	 	6.50	 
	Less than 2.9:1 but greater than or equal to 2.4:1	 	 	8.00	 	 	 	7.50	 	 	 	6.25	 
	Less than 2.4:1	 	 	7.75	 	 	 	7.25	 	 	 	6.00	 



 


However:


 


		(A)	any
                                         increase or decrease in the Margin for a Facility shall take effect on the date on which
                                         the Agent receives the Compliance Certificate for that Relevant Period pursuant to Clause 25.5
                                         (Compliance Certificates) (or, if such date does not fall on a Business Day, on
                                         the Business Day immediately following such date);



 


		(B)	if,
                                         following receipt by the Agent of the Annual Financial Statements and related Compliance
                                         Certificate, those statements and Compliance Certificate demonstrate that (1) the
                                         Margin should have been reduced in accordance with the above table or (2) the Margin
                                         should not have been reduced or should have been increased in accordance with the above
                                         table, the next payment of interest under the relevant Facility following receipt of
                                         the relevant Annual Financial Statements by the Agent shall be increased or reduced (as
                                         the case may be) by such amount as is necessary to put the Agent and the Lenders in the
                                         position they should have been in had the appropriate rate of Margin been applied at
                                         the time (provided that any such reduction shall only apply by netting off against the
                                         next payment of interest in respect of each applicable Loan and only to the extent the
                                         Lender which received the overpayment of interest remains a Lender as at the date of
                                         such adjustment and, with respect to payments to Lenders, 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). 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, provide the Company with reasonable
                                         details of the calculation of such adjustments;



 






    A-1-32


     


    

 


		(C)	while
                                         an Event of Default is continuing, the Margin for each Facility B and the Revolving Facility
                                         shall be the highest percentage per annum set out above for a Loan under that Facility.
                                         Once that Event of Default has been remedied or waived, the Margin for each Loan will
                                         be re-calculated on the basis of the most recently delivered Compliance Certificate and
                                         the terms of this definition “Margin” shall apply (on the assumption that
                                         on the date of the most recently delivered Compliance Certificate, no Event of Default
                                         had occurred or was continuing) with any reduction in Margin resulting from such recalculation
                                         taking effect from the date of such remedy or waiver (or, if such date does not fall
                                         on a Business Day, on the Business Day immediately following such date); and



 


		(D)	for
                                         the purpose of determining the Margin, the Leverage Ratio and Relevant Period shall be
                                         determined in accordance with Clause 26.1 (Financial definitions) provided
                                         that no amounts contemplated in paragraph (b) of Clause 28.2 (Financial
                                         covenants) shall be taken in account for this purpose.



 


"Margin
Stock" means “margin stock” as such term is defined in Regulation T, U or X of the Federal Reserve Board.


 


“Material
Adverse Effect” means any event or circumstance which in each case after taking into account all mitigating factors
or circumstances including any warranty, indemnity or other resources available to the Group or right of recourse against any
third party with respect to the relevant event or circumstance and any obligation of any person in force to provide any additional
equity investment:


 


		(a)	has
                                         a material adverse effect on:



 


		(i)	the
                                         consolidated business, assets or financial condition of the Group (taken as a whole);
                                         or



 


		(ii)	the
                                         ability of the Group (taken as whole) to perform its payment obligations under the Finance
                                         Documents; or



 


		(b)	subject
                                         to the Legal Reservations and any Perfection Requirements, affects the validity or the
                                         enforceability of any of the Finance Documents to an extent which is materially adverse
                                         to the interests of the Finance Parties under the Finance Documents taken as a whole
                                         and, if capable of remedy, is not remedied within 20 Business Days of the earlier
                                         of (i) the Company becoming aware of the issue and (ii) the giving of written notice
                                         of the issue by the Agent,



 


provided
that the occurrence of the COVID-19 Pandemic shall not, on its own, constitute a Material Adverse Effect.


 






    A-1-33


     


    

 


“Material
Subsidiary” means, at any time:


 


		(a)	each
                                         Obligor;



 


		(b)	each
                                         member of the Group which has earnings before interest, tax, depreciation and amortisation
                                         (calculated on the same basis as Consolidated EBITDA) (calculated on an unconsolidated
                                         basis and excluding intra-Group items) representing 5 per cent. or more of
                                         the Consolidated Pro Forma EBITDA of the Group as determined by reference to the most
                                         recent Compliance Certificate supplied by the Company in respect of the latest Annual
                                         Financial Statements delivered to the Agent, or, if no Compliance Certificate has yet
                                         been delivered under this Agreement, by reference to the Original Financial Statements,
                                         in each case provided that any entity having negative earnings before interest, tax,
                                         depreciation and amortisation shall be deemed to have zero earnings before interest,
                                         tax depreciation and amortisation. A report by the Auditors of the Company that a Subsidiary
                                         is or is not a Material Subsidiary shall, in the absence of manifest error, be conclusive
                                         and binding on all Parties; or



 


		(c)	any
                                         direct Holding Company of a Material Subsidiary pursuant to paragraphs (a) or (b) above
                                         or an Obligor, provided such Holding Company is also a member of the Group.



 


“Member
of the Office of the Executive Chairman” means each of the CFO, the CSO, the COO, the President and the Executive Chairman.


 


“Minimum
Hedging Requirements” has the meaning given to that term in Clause 27.35 (Compliance with Hedging Letter).


 


"MNPI"
means information which constitutes material non-public information in respect of the Group, the disclosure of which would prevent
the recipient of such information continuing to trade publicly traded instruments issued by a member of the Group that are outstanding
and held by such recipient pursuant to securities laws applicable to such member of the Group and/or such publicly traded instruments.


 


“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)	(subject
                                         to paragraph (c) 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;



 


		(b)	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



 


		(c)	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.



 






    A-1-34


     


    

 


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


 


“Monthly
Financial Statements” has the meaning given to it in Clause 25.4 (Financial Statements).


 


“Multiemployer
Plan” shall mean a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which any Obligor or
ERISA Affiliate makes or is obligated to make contributions, or during the five preceding calendar years, has made or been obligated
to make contributions.


 


“New
Lender” has the meaning given to that term in Clause 29.2 (Assignments and Transfers by Lenders).


 


“New
Senior Secured Debt” means any loan made available under a CLBILS Facility (the proceeds of which are applied in or
towards the working capital needs of the Group and all related fees, costs and expenses)) which is designated as “New
Senior Secured Debt” by written notice from the Company to the Agent (such notice a “New Senior Secured Debt
Notice”), in respect of which the following terms apply:


 


		(a)	after
                                         giving pro forma effect to the borrowing, issuance or incurrence of the principal or
                                         equivalent amount of the proposed New Senior Secured Debt as if drawn in full and the
                                         proposed use of proceeds thereof when aggregated with all other outstanding New Senior
                                         Secured Debt, the Permitted Senior Indebtedness Cap would not be exceeded;



 


		(b)	paragraph
                                         (d) of Clause 42.7 (Additional Debt Documentation) is or will be complied
                                         with in respect of the relevant New Senior Secured Debt;



 


		(c)	such
                                         New Senior Secured Debt ranks pari passu with or junior to Facility B and the
                                         Revolving Facility and, if it is secured on any of the Charged Property, is subject to
                                         intercreditor arrangements satisfactory to the Majority Lenders (acting reasonably) (provided
                                         that the Majority Lenders, the Agent and the Security Agent will use their commercially
                                         reasonable endeavours to enter into such intercreditor arrangements promptly upon a request
                                         by the Company). Such intercreditor arrangements shall provide, without limitation, that:



 


		(i)	the
                                         New Senior Secured Debt is subject to its own Intercreditor Class under such intercreditor
                                         arrangements on terms acceptable to the Majority Lenders (acting reasonably);



 


		(ii)	the
                                         relevant provider (or any agent, trustee or other representative in respect thereof)
                                         of the Senior Secured Debt shall not constitute a member of the Majority Senior Secured
                                         Creditors (as defined in the Intercreditor Agreement) for the purposes of, among other
                                         things, paragraph (a) of the definition of "Instructing Group" in Clause 1.1
                                         (Definitions) the Intercreditor Agreement); and



 


		(iii)	the
                                         relevant provider (or any agent, trustee or other representative in respect thereof)
                                         of the Senior Secured Debt shall have no independent right to take any Enforcement Action
                                         (as defined in the Intercreditor Agreement) without the prior written consent of the
                                         Majority Senior Secured Creditors;



 






    A-1-35


     


    

 


		(d)	such
                                         New Senior Secured Debt may not be established or made available under this Agreement;
                                         and



 


		(e)	no
                                         Default has occurred and is continuing as at the date the relevant New Senior Secured
                                         is first committed.



 


“New
Senior Secured Debt Documents” means:


 


		(a)	the
                                         New Senior Secured Facility Agreement and each document designated as a “Finance
                                         Document” (or corresponding term) under the New Senior Secured Facility Agreement;



 


		(b)	the
                                         Intercreditor Agreement; and



 


		(c)	any
                                         security document securing the New Senior Secured Debt (including, where relevant, the
                                         Transaction Security Documents).



 


“New
Senior Secured Facility Agreement” means any credit agreement, loan or other instrument or document constituting or
evidencing any New Senior Secured Debt.


 


“New
Shareholder Injection” means any amount subscribed for in cash in the Company after the Closing Date for any Permitted
Share Issue of the Company, to the extent any such amount is Not Otherwise Applied.


 


“Non-Acceptable
L/C Lender” means a Lender under a Revolving Facility which:


 


		(a)	is
                                         not an Acceptable Bank within the meaning of paragraph (a) of the definition of
                                         “Acceptable Bank” (other than (i) an Arranger (or an Affiliate of
                                         an Arranger) or (ii) a Lender which the relevant Issuing Bank (acting reasonably) has
                                         agreed is acceptable to it notwithstanding that fact);



 


		(b)	is
                                         a Defaulting Lender; or



 


		(c)	has
                                         failed to make (or has notified the Agent that it will not make) a payment to be made
                                         by it under Clause 7.3 (Indemnities) or Clause 32.11 (Lenders’
                                         indemnity to the Agent) or any other payment to be made by it under the Finance Documents
                                         to or for the account of any other Finance Party in its capacity as Lender by the due
                                         date for payment unless the failure to pay falls within the description of any of those
                                         items set out at paragraphs (i) to (iii) of the definition of Defaulting Lender.



 


“Non-Consenting
Lender” has the meaning given to that term in Clause 42.4 (Replacement of Lender).


 


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


 


“Non-U.S.
Plan” means any plan, fund (including, without limitation, any superannuation fund) or other similar program established,
contributed to (regardless of whether through direct contributions or through employee withholding) or maintained outside the
US by an Obligor or one or more Subsidiaries of the Obligor primarily for the benefit of employees of the Borrower or such Subsidiaries
residing outside the US, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income
in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA or
the Code.


 






    A-1-36


     


    

 


“Non-Voting
Sub-Participation” means any sub-participation or sub-contract where no voting rights under the Finance Documents are
transferred as a result of such sub-participation or sub-contract as at the time of entry into such sub-participation or sub-contract.


 


“Not
Otherwise Applied” means, in relation to any amount which is proposed to be applied or included, 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.


 


“Notifiable
Debt Purchase Transaction” has the meaning given to that term in paragraph (h) of Clause 30 (Restriction on
Debt Purchase Transactions).


 


“Obligor”
means a Borrower or a Guarantor.


 


“Obligors’
Agent” means the Company or such other person appointed to act on behalf of each Obligor in relation to the Finance
Documents pursuant to Clause 2.6 (Obligors’ Agent).


 


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


 


“Original
Financial Statements” means:


 


		(a)	the
                                         audited consolidated financial statements of the Group (excluding, for the avoidance
                                         of doubt, the Target Group) for its financial year ended 30 September 2018; and



 


		(b)	the
                                         management accounts of the Target Group for its financial year ended 31 December 2018.



 


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


 


“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.


 


“PBGC”
shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar
functions.


 


“Pending
Acquisition Amount” has the meaning given to that term in Clause 26.1 (Financial definitions).


 


“Pension
Items” has the meaning given to it in Clause 26.1 (Financial definitions).


 






    A-1-37


     


    

 


“Pension
Plan” shall mean any “employee pension benefit plan” (as defined in Section 3(2) of ERISA, but excluding
any Multiemployer Plan) that is subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code, in respect of which
any Obligor or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4062 or Section 4069 of ERISA, be
deemed to be) an “employer” as defined in Section 3(5) of ERISA.


 


“Perfection
Requirements” means the making or the procuring of the appropriate registrations, filing, endorsements, notarisation,
stampings and/or notifications of the Transaction Security Documents and/or the Security created thereunder, in each case which
are not overdue.


 


“Permitted
Acquisition Costs” has the meaning given to that term in Clause 26.1 (Financial definitions).


 


“Permitted
Acquisitions” means:


 


		(a)	[Reserved];



 


		(b)	any
                                         acquisition by a member of the Group pursuant to a Permitted Disposal by another member
                                         of the Group;



 


		(c)	any
                                         acquisition of cash or securities which are Cash Equivalent Investments;



 


		(d)	an
                                         acquisition of interests in a Permitted Joint Venture to the extent permitted under Clause 27.20
                                         (Joint Ventures);



 


		(e)	other
                                         than with respect to any member of the Group that is a Holding Company of DMWSL 631 Limited,
                                         an acquisition which complies with all of the applicable conditions set out in this paragraph
                                         (e) by a member of the Group of a controlling interest in any person (and, for this purpose,
                                         “control” means holding more than 50 per cent. of the voting shares
                                         or equivalent voting interests in the relevant person and having the ability to appoint
                                         directors which control a majority of the votes which may be cast at a meeting of the
                                         board of directors or analogous governing body of the relevant person) or a business
                                         or undertaking (each such person, business or undertaking a “target”)
                                         in each case carrying on a similar, related or complementary business to the Group, and
                                         in each case provided that:



 


		(i)	the
                                         target had positive earnings before interest, tax, depreciation and amortisation or negative
                                         earnings before interest, tax, depreciation and amortisation in an amount not exceeding
                                         £1,000,000 (calculated, in each case, on the same basis as Consolidated Pro Forma
                                         EBITDA) in the target’s immediately preceding equivalent of a Financial Year or,
                                         at the Company’s sole discretion, as reasonably calculated on a LTM basis as at
                                         the date of its legally binding commitment in respect of such acquisition;



 


		(i)	as
                                         at the date of its legally binding commitment in respect of such acquisition, no Default
                                         has occurred and is continuing ;



 


		(ii)	the
                                         target is incorporated in, or is established and carries on its principal business (in
                                         compliance with all applicable Sanctions) in, a country which, as at the date of its
                                         legally binding commitment in respect of such acquisition, is not a Sanctioned Country,



 


and
that the aggregate of all such acquisitions does not exceed the Available Amount;


 






    A-1-38


     


    

 


		(f)	any
                                         acquisition pursuant to a Permitted Reorganisation or Permitted Transaction;



 


		(g)	an
                                         acquisition constituting a Permitted Share Issue;



 


		(h)	a
                                         direct or indirect acquisition by, prepayment and/or redemption of shares or other securities
                                         pursuant to any management or employee share scheme of the Group or from any directors
                                         and employees of members of the Group whose appointment or contract is terminated (in
                                         each case, whether by a member of the Group or by a Holding Company of the Company and
                                         whether or not held through an employee benefit trust or special purpose vehicle), in
                                         each case to the extent expressly permitted by Clause 27.40 (Management Incentive
                                         Plan);



 


		(i)	any
                                         acquisition of shares following the conversion of an intra-Group loan into equity as
                                         permitted by the Intercreditor Agreement;



 


		(j)	an
                                         acquisition of the share capital or analogous ownership interests in an entity (including
                                         by way of formation) which has not traded prior to the close of the acquisition;



 


		(k)	the
                                         Acquisition; and



 


		(l)	any
                                         acquisition to which the Agent (acting on the instructions of the Majority Lenders) shall
                                         have given prior written consent.



 


“Permitted
Disposals” means:


 


		(a)	disposals
                                         of assets made by a member of the Group in the ordinary course of trading;



 


		(b)	any
                                         disposal of cash and cash equivalent investments in a manner expressly permitted by the
                                         Finance Documents;



 


		(c)	any
                                         disposal of assets (other than shares, businesses and undertakings) in exchange or replacement
                                         for other assets which are, in the reasonable opinion of the entity effecting the acquisition,
                                         comparable or superior as to type, quality and value, provided that if the asset disposed
                                         of is subject to Transaction Security the replacement asset shall also become subject
                                         to equivalent Security under a Transaction Security Document (subject to the Agreed Security
                                         Principles and ignoring, where relevant for the purpose of assessing such equivalency,
                                         any hardening periods or guarantee limitations) unless the relevant asset is disposed
                                         of or transferred subject to the Transaction Security;



 


		(d)	any
                                         disposal (i) by a member of the Group to an Obligor or (ii) by a Non-Obligor
                                         to another member of the Group provided that if the asset disposed of is subject to Transaction
                                         Security at the time of disposal it shall be disposed of on the basis that it shall remain
                                         subject to, or otherwise become subject to, equivalent Security under a Transaction Security
                                         Document following disposal (subject to the Agreed Security Principles and ignoring,
                                         where relevant for the purpose of assessing such equivalency, any hardening periods or
                                         guarantee limitations) unless the relevant asset is disposed of or transferred subject
                                         to the Transaction Security;



 






    A-1-39


     


    

 


		(e)	any
                                         disposal of assets which are obsolete for the purpose for which such assets are normally
                                         utilised or which are no longer required for the purpose of the relevant person’s
                                         business or operations;



 


		(f)	any
                                         disposal of any business, assets or shares permitted by paragraph (a) of Clause 27.9
                                         (Amalgamations and Change of Business) provided that if the asset disposed of
                                         is subject to Transaction Security at the time of disposal it shall be disposed of on
                                         the basis that it shall remain subject to, or otherwise become subject to, equivalent
                                         (ignoring for the purposes of assessing such equivalency any limitations required in
                                         accordance with the Agreed Security Principles or hardening periods (but only in the
                                         case of shares in or assets of any member of the Group not referred to in paragraphs
                                         (a) to (g) of the definition of Change of Control)) Security under a Transaction Security
                                         Document following disposal (subject to it being lawful to do so (after giving effect
                                         to any mitigants)) unless the relevant asset is disposed of or transferred subject to
                                         the Transaction Security;



 


		(g)	disposals
                                         of assets which are seized, expropriated, or acquired by compulsory purchase by or by
                                         the order of any central or local governmental agency or authority which individually
                                         or together would not result in a breach of Clause 28.14 (Compulsory Acquisition);



 


		(h)	disposals
                                         pursuant to the grant or termination of leasehold interests in, or licences of, property
                                         in the ordinary course of that member of the Group's business;



 


		(i)	any
                                         disposal of assets subject to any Permitted Finance Lease;



 


		(j)	any
                                         disposal of assets arising as a result of a Permitted Share Issue or the granting or
                                         creation of Permitted Security;



 


		(k)	any
                                         disposal of assets arising as a result of a Permitted Transaction;



 


		(l)	any
                                         disposal of an intra-Group loan as a result of the conversion of such intra-Group loan
                                         into equity pursuant to paragraph (j) of Permitted Acquisitions;



 


		(m)	any
                                         license or other right to use any Intellectual Property of any member of the Group, which,
                                         if between a member of the Group and a third party is on arm’s length terms or
                                         terms in favour of that member of the Group and which, in each case, is made in the ordinary
                                         course of business and provided in each case that such disposal (A) does not interfere
                                         with the business of any member of the Group or (B) relates to closed sites or facilities
                                         or discontinued activities and/or assets;



 






    A-1-40


     


    

 


		(n)	disposals
                                         of assets to a Permitted Joint Venture permitted under Clause 27.20 (Joint Ventures)
                                         or of an interest in a Joint Venture to the extent required by the terms of the arrangements
                                         in relation to that Joint Venture between the Joint Venture parties;



 


		(o)	any
                                         disposal of Treasury Transactions (including to the extent in excess of the required
                                         hedging under the Hedging Letter);



 


		(p)	any
                                         disposal to which the Majority Lenders shall have given their prior written consent;



 


		(q)	[Reserved];



 


		(r)	disposals
                                         of fixed (including gaming terminals) or long term assets where the Net Cash Proceeds
                                         of the disposal (or an equivalent amount) are designated as used within the six Months
                                         preceding or the twelve Months following the disposal (or are committed or designated
                                         by the board of directors to be applied in the twelve Months following the disposal
                                         and are so applied within six Months thereafter) to purchase other assets useful
                                         in the business of the Group, and/or to make a Permitted Acquisition, and/or for Capital
                                         Expenditure, and/or applied in prepayment of any Financial Indebtedness;



 


		(s)	any
                                         disposal of assets (including, any shares in or business, undertakings or divisions of
                                         any member of the Group) (but not all or substantially all of the business or assets
                                         of the Group nor any company referred to paragraphs (a) to (g) in the definition of Change
                                         of Control) provided that:



 


		(i)	no
                                         Default has occurred and is continuing at the time the relevant member of the Group enters
                                         into a legally binding commitment in respect of the disposal of such asset;



 


		(ii)	any
                                         such disposal is for fair market value (as reasonably determined by the board of directors
                                         of the Company which, as part of such approval, shall have confirmed in writing that
                                         in their reasonable and good faith opinion the disposal is for fair market value) with
                                         at least 75 per cent. of the consideration for such disposal consisting of cash or Cash
                                         Equivalent Investments upfront; and



 


		(iii)	the
                                         Net Cash Proceeds of such disposal received by the Group are applied in prepayment of
                                         the Facilities as (and to the extent) required by Clause 12.2 (Disposal and insurance
                                         and recovery proceeds) and pending that prepayment, held in an bank account subject
                                         to a first ranking fixed charge in favour of the Finance Parties which is not subject
                                         to any rights of set-off, combination of accounts or similar rights in favour of any
                                         person other than the Security Agent (other than where the rights of set-off, combination
                                         of accounts or similar rights are in favour of an account bank on its standard commercial
                                         terms, provided that the relevant member of the Group (i) has notified the relevant account
                                         bank of the Security Agent's interest in the relevant account and (ii) used its reasonable
                                         endeavours to obtain an acknowledgement from the account bank (such notice and acknowledgement
                                         to be in form and substance satisfactory to the Security Agent (including, without limitation,
                                         in respect of any operational requirements of the Security Agent in relation to such
                                         account), in each case subject to the time periods specified in paragraph 4 (Bank
                                         Accounts) of the Agreed Security Principles;



 






    A-1-41


     


    

 


		(t)	[Reserved];



 


		(u)	[Reserved];
                                         and



 


		(v)	[Reserved].



 


“Permitted
Finance Leases” has the meaning given to it in Clause 27.17 (Leasing Arrangements).


 


“Permitted
Financial Indebtedness” means:


 


		(a)	Financial
                                         Indebtedness arising under the Finance Documents;



 


		(b)	Financial
                                         Indebtedness arising under or issued pursuant to a Permitted Guarantee, Permitted Loan,
                                         Permitted Finance Leases or as permitted under Clause 27.19 (Treasury Transactions);



 


		(c)	[Reserved];



 


		(d)	Financial
                                         Indebtedness in respect of a Letter of Credit has been issued or a guarantee or letter
                                         of credit has been issued under the Ancillary Facilities;



 


		(e)	any
                                         Financial Indebtedness relating to the Cash Pooling Arrangements;



 


		(f)	Financial
                                         Indebtedness to which the Majority Lenders have given their prior written consent;



 


		(g)	[Reserved];



 


		(h)	Financial
                                         Indebtedness arising as a result of daylight exposures of any member of the Group
                                         in respect of banking arrangements entered into in the ordinary course of its treasury
                                         activities;



 


		(i)	Financial
                                         Indebtedness incurred in respect of any credit for goods and services raised in the ordinary
                                         course of trading and outstanding for more than 120 days after its date of payment and
                                         any liability to a financial institution in respect of the provision of supply chain
                                         financing outstanding for more than 120 days after the date of payment for the goods
                                         or services in respect of which such supply chain financing has been provided;



 


		(j)	Financial
                                         Indebtedness arising by way of any New Senior Secured Debt;



 


		(k)	any
                                         earn out arrangement or other deferred consideration in relation to a Permitted Acquisition
                                         (to the extent that the earn out arrangement or other deferred consideration itself constitutes
                                         Financial Indebtedness);



 


		(l)	to
                                         the extent constituting Financial Indebtedness, any indebtedness, liabilities or obligations
                                         in respect of letters of credit, bankers’ acceptances, bank guaranties or similar
                                         instruments supporting trade payables, warehouse receipts or similar facilities entered
                                         into in the ordinary course of business;



 






    A-1-42


     


    

 


		(m)	to
                                         the extent constituting Financial Indebtedness, any indebtedness, liabilities or obligations
                                         of any member of the Group consisting of (i) the financing of insurance premiums, (ii)
                                         take-or-pay obligations contained in supply arrangements, in each case, in the ordinary
                                         course of business and/or (iii) obligations to reacquire assets or inventory in connection
                                         with customer financing arrangements in the ordinary course of business;



 


		(n)	any
                                         Financial Indebtedness outstanding between members of the Target Group as at the Closing
                                         Date to the extent that the relevant members of the Target Group have acceded to the
                                         Intercreditor Agreement if so required by this Agreement or the Intercreditor Agreement;
                                         and



 


		(o)	any
                                         other Financial Indebtedness not permitted by the preceding paragraphs the principal
                                         outstanding amount of which does not in aggregate exceed, at any time, the Available
                                         Amount.



 


“Permitted
Guarantee” means:


 


		(a)	any
                                         guarantee under the Finance Documents;



 


		(b)	any
                                         guarantee which, if it were a loan, would be a Permitted Loan to the extent the issuer
                                         of the relevant guarantee would have been entitled to make a Loan in an equivalent amount
                                         under the definition of “Permitted Loan” to the person whose obligations
                                         are being guaranteed;



 


		(c)	[Reserved]



 


		(d)	guarantees
                                         of Treasury Transactions which are expressly permitted under this Agreement;



 


		(e)	[Reserved];



 


		(f)	customary
                                         guarantees to landlords and counter-indemnities in favour of financial institutions which
                                         have guaranteed rent obligations of a member of the Group or guarantees or counter indemnities
                                         for the lease obligations of, in each case, in the ordinary course of business;



 


		(g)	the
                                         endorsement of negotiable instruments in the ordinary course of trading;



 


		(h)	guarantees
                                         guaranteeing performance by a member of the Group under any contract entered into in
                                         the ordinary course of trading;



 


		(i)	customary
                                         guarantees and indemnities given in favour of directors and officers of any member of
                                         the Group in respect of their function as such;



 


		(j)	any
                                         guarantee given in respect of the Cash Pooling Arrangements, netting or set-off arrangements
                                         permitted pursuant to paragraphs (c), (d) and/or (y) of the definition of Permitted
                                         Security;



 


		(k)	customary
                                         indemnities given to professional advisers and consultants in the ordinary course of
                                         business;



 






    A-1-43


     


    

 


		(l)	customary
                                         guarantees and indemnities given to creditors of members of the Group in connection with
                                         Permitted Reorganisations;



 


		(m)	any
                                         customary guarantee or indemnity which is necessary for, and is entered into in connection
                                         with, a secondary public offering permitted by this Agreement;



 


		(n)	guarantees
                                         and indemnities given in connection with Permitted Disposals and Permitted Acquisitions
                                         up to a maximum amount equal to the consideration for that disposal or acquisition (as
                                         the case may be) and/or guarantees given by a member of the Group in respect of a former
                                         Subsidiary (at the time it was a Subsidiary and not in contemplation of it ceasing to
                                         be a Subsidiary) of that member of the Group where such member of the Group has received
                                         an indemnity in respect of the maximum aggregate amount of the liabilities under such
                                         guarantee;



 


		(o)	guarantees
                                         by:



 


		(i)	any
                                         Non-Obligor in respect of obligations or Financial Indebtedness of another Non-Obligor;



 


		(ii)	any
                                         member of the Group in respect of obligations or Financial Indebtedness of an Obligor;
                                         and



 


		(iii)	an
                                         Obligor in respect of obligations or Financial Indebtedness of a Non-Obligor provided
                                         that the aggregate amount outstanding of all such guarantees made after the date of this
                                         Agreement does not exceed the Available Amount at any time;



 


		(p)	(to
                                         the extent permitted by the Intercreditor Agreement and the other provisions of this
                                         Agreement) any guarantees and indemnities provided in respect of any New Senior Secured
                                         Debt;



 


		(q)	guarantees
                                         to which the Agent (on the instructions of the Majority Lenders) has given prior written
                                         consent;



 


		(r)	customary
                                         indemnities contained in mandate, engagement and commitment letters, facility agreements,
                                         purchase agreements and indentures, in each case entered into in respect of or in contemplation
                                         of Permitted Financial Indebtedness and/or refinancing of the Facilities;



 


		(s)	any
                                         guarantee or indemnity made in connection with a Permitted Joint Venture which is permitted
                                         under Clause 27.20 (Joint Ventures); and



 


		(t)	any
                                         guarantee or indemnity provided by a member of the Group for the obligations of another
                                         member of the Group in connection with a member of the Group claiming exemption from
                                         audit, the preparation and filing of its accounts or other similar exemptions (including
                                         under section 394C, 448C or 479C of the Companies Act 2006 or other similar or equivalent
                                         provisions);



 


		(u)	[Reserved];



 






    A-1-44


     


    

 


		(v)	mandatory
                                         guarantees under any applicable law or regulation (save to the extent the requirement
                                         for such guarantees arose due to the default or omission of any member of the Group)
                                         provided that the relevant member of the Group is using its reasonable endeavours to
                                         resist or mitigate granting such guarantees or reducing their quantum to the minimum
                                         amount permitted by law;



 


		(w)	guarantees
                                         of (i) leases or of other obligations not constituting Financial Indebtedness and (ii)
                                         lease obligations of suppliers, customers, franchisees and licensees of any member of
                                         the Group, in each case, in the ordinary course of business; and



 


		(x)	guarantees
                                         not otherwise permitted by the preceding paragraphs, the aggregate principal outstanding
                                         amount guaranteed by which (when aggregated with all such other guarantees) does not
                                         exceed, at any time, the Available Amount.



 


“Permitted
Holding Company Activity” means:


 


		(a)	holding
                                         shares in its Subsidiaries and holding shares in its Subsidiaries and Joint Ventures;



 


		(b)	making
                                         Permitted Loans;



 


		(c)	granting
                                         Permitted Security and providing Permitted Guarantees to the extent consistent with the
                                         activities of a holding company in the ordinary course of its trading activities as a
                                         holding company as contemplated by paragraphs (d) to (l) below;



 


		(d)	the
                                         entry into and performance of its obligations under the Finance Documents, the Acquisition
                                         Documents and any documents entered into pursuant to or in connection with the issuance
                                         or incurrence of New Senior Secured Debt to the extent expressly permitted by this Agreement
                                         and the Intercreditor Agreement;



 


		(e)	the
                                         granting of any Security permitted under paragraph (t) of Permitted Security and the
                                         granting of Transaction Security to the Finance Parties in accordance with the terms
                                         of this Agreement and (to the extent permitted by the Intercreditor Agreement) in respect
                                         of the New Senior Secured Debt ;



 


		(f)	the
                                         provision of administrative, managerial, legal, treasury and accounting services and
                                         the secondment of employees to other members of the Group of a type customarily provided
                                         by a holding company to its Subsidiaries;



 


		(g)	the
                                         incurrence of Financial Indebtedness permitted to be borrowed by it and be outstanding
                                         under the terms of this Agreement;



 


		(h)	the
                                         making of or receipt of (i) any Permitted Payment, (ii) any Permitted Disposal or (iii)
                                         Permitted Share Issue;



 


		(i)	general
                                         administration activities of a type customarily undertaken by a holding company for the
                                         benefit of its Subsidiaries including without limitation those relating to overhead costs
                                         and paying filing fees and other ordinary course expenses (such as audit fees and Taxes),
                                         to include the fulfilment of any periodic reporting requirements;



 






    A-1-45


     


    

 


		(j)	taking
                                         any action or any steps required in connection with a proposed secondary public offering
                                         which is permitted by this Agreement;



 


		(k)	[Reserved];



 


		(l)	[Reserved];
                                         and



 


		(m)	



 


		(i)	having
                                         any liabilities in connection with the payment of salaries of management and employees
                                         of the Group; and



 


		(ii)	participating
                                         in any management equity plan, incentive plan or employee or participation scheme or
                                         other similar scheme operated by, for the benefit of, on behalf of or in respect of any
                                         member of the Group or any Holding Company (and/or any current or past employees, directors
                                         or members of management of any member of the Group) including any steps and actions
                                         taken in connection with, or incidental to, such participation and the implementation
                                         thereof and approved by the board of the Company from time to time following the date
                                         of this Agreement, in each case to the extent expressly permitted by Clause 27.40 (Management
                                         Incentive Plan).



 


“Permitted
Joint Venture” means any investment made in a joint venture at any time, provided that:


 


		(a)	the
                                         relevant joint venture is incorporated in, or is established and carries on its principal
                                         business (in compliance with all applicable Sanctions) in, a country which, as at the
                                         date of its legally binding commitment in respect of such investment, is not a Sanctioned
                                         Country;



 


		(b)	in
                                         respect of which, as at the date of its legally binding commitment in respect of such
                                         investment, no Event of Default has occurred and is continuing or, on the basis of circumstances
                                         existing as of such date that are actually known to the Company, could reasonably be
                                         expected to occur as a result of such investment; and



 


		(c)	where
                                         the aggregate of:



 


		(i)	all
                                         amounts subscribed for shares in, lent to or invested in all such Joint Ventures by any
                                         member of the Group after the Closing Date;



 


		(ii)	the
                                         outstanding contingent liabilities of any member of the Group under any guarantee given
                                         in respect of the liabilities of any Joint Venture; and



 


		(iii)	the
                                         market value of any assets transferred by any member of the Group to any Joint Venture
                                         (other than assets provided on arm’s length terms) after the Closing Date,



 


does
not exceed the Available Amount and provided that no company referred to in paragraphs (a) to (g) of the definition of Change
of Control may enter into a Joint Venture.


 






    A-1-46


     


    

 


“Permitted
Loan” means:


 


		(a)	trade
                                         credit on arm's length terms in the ordinary course of its trading activities;



 


		(b)	advance
                                         payments on arm's length terms made in the ordinary course of trading;



 


		(c)	loans
                                         and the granting of credit by Obligors to Obligors, provided that, with respect to any
                                         such loan or grant made by the Company or DMWSL 633 Limited to a member of the Group
                                         that is a Subsidiary of DMWSL 632 Limited, such loan or grant shall be made by the Company
                                         and/or DMWSL 633 Limited (as applicable) to DMWSL 632 Limited which shall in turn on-lend
                                         or, as the case may be, on-grant the relevant cash proceeds to the relevant member of
                                         the Group;



 


		(d)	loans
                                         and the granting of credit by a Non-Obligor to an Obligor, provided that, with respect
                                         to any such loan or grant made by the Company or DMWSL 633 Limited to a member of the
                                         Group that is a Subsidiary of DMWSL 632 Limited, such loan or grant shall be made by
                                         the Company and/or DMWSL 633 Limited (as applicable) to DMWSL 632 Limited which shall
                                         in turn on-lend or, as the case may be, on-grant the relevant cash proceeds to the relevant
                                         member of the Group and provided that each lender of such loan is party to the Intercreditor
                                         Agreement as an Intra-Group Lender;



 


		(e)	a
                                         loan or grant of credit by an Obligor to a Non-Obligor provided that the aggregate amount
                                         outstanding of all such loans or grants of credit made after the date of this Agreement
                                         does not exceed the Available Amount at any time, provided that, with respect to any
                                         such loan or grant made by the Company or DMWSL 633 Limited to a member of the Group
                                         that is a Subsidiary of DMWSL 632 Limited, such loan or grant shall be made by the Company
                                         and/or DMWSL 633 Limited (as applicable) to DMWSL 632 Limited which shall in turn on-lend
                                         or, as the case may be, on-grant the relevant cash proceeds to the relevant member of
                                         the Group and provided that such Non-Obligor is party to the Intercreditor Agreement
                                         as a Debtor;



 


		(f)	loans
                                         and the granting of credit by Non-Obligors to other Non-Obligors, provided that, with
                                         respect to any such loan or grant made by the Company or DMWSL 633 Limited to a member
                                         of the Group that is a Subsidiary of DMWSL 632 Limited, such loan or grant shall be made
                                         by the Company and/or DMWSL 633 Limited (as applicable) to DMWSL 632 Limited which shall
                                         in turn on-lend or, as the case may be, on-grant the relevant cash proceeds to the relevant
                                         member of the Group;



 


		(g)	loans
                                         made in the ordinary course of the Cash Pooling Arrangements;



 


		(h)	loans
                                         by an Obligor to an entity or business acquired pursuant to a Permitted Acquisition for
                                         either (i) the working capital needs of that entity or business, or (ii) financing or
                                         refinancing the repayment of any Financial Indebtedness of such entity or business, provided
                                         in each case that such entity shall accede as a Guarantor within, in the case of a member
                                         of the Target Group, 90 days or, in the case of any other relevant entity or business,
                                         120 days (or, if such entity or business is not incorporated in a jurisdiction that an
                                         existing Obligor is incorporated in, 150 days), of a loan being made to it by an Obligor
                                         unless such loan is repaid prior to the expiry of such time period;



 






    A-1-47


     


    

 


		(i)	loans
                                         by the Company in lieu of a distribution to its shareholders to the extent the same would
                                         be permitted (but has not been made) under paragraph (m) of Permitted Holding Company
                                         Activity and as a Permitted Payment and to the extent that the amount of such loan does
                                         not exceed the amount which it could have made by way of such distribution (and the aggregate
                                         principal amount outstanding of such loan from time to time shall reduce the amount which
                                         it could have made by way of such distribution accordingly);



 


		(j)	loans
                                         comprising deferred consideration or earn outs in respect of a Permitted Disposal, up
                                         to a maximum amount not exceeding the Available Amount;



 


		(k)	loans
                                         required to be made by mandatory provisions of law (save where the requirement for such
                                         loan arose due to default or omission of any member of the Group) provided that the relevant
                                         member of the Group is using its reasonable endeavours to resist or mitigate granting
                                         such loans or reducing their quantum to the minimum amount permitted by law;



 


		(l)	loans
                                         to Joint Ventures to the extent permitted by Clause 27.20 (Joint Ventures)
                                         up to a maximum amount not exceeding the Available Amount;



 


		(m)	loans
                                         to employees of the Group or management or employee share option or unit or benefit trust
                                         schemes, provided that the principal amount outstanding of any such loans shall not exceed,
                                         at any time, the Available Amount;



 


		(n)	loans
                                         made with the prior written consent of the Majority Lenders;



 


		(o)	a
                                         loan made by a member of the Group to another member of the Group in order to fund a
                                         payment to be made to a Finance Party under and in accordance with the Finance Documents;



 


		(p)	the
                                         working capital loan made available pursuant to the facility agreement dated 1 April
                                         2020 between Inspired Gaming (UK) Limited as lender and Innov8 Gaming Limited as borrower
                                         provided that the aggregate principal amount outstanding of all loans does not, at any
                                         time exceed £800,000; or



 


		(q)	loans
                                         not otherwise permitted pursuant to the preceding paragraphs so long as the aggregate
                                         principal amount outstanding of all such loans does not, at any time, exceed the Available
                                         Amount.



 


“Permitted
MIP Transaction” means any payment, transaction or other matter permitted under paragraphs (a) to (d) (inclusive) of
Clause 27.40 (Management Incentive Plans).


 


“Permitted
Payment” means a dividend, payment, repayment, prepayment, purchase, redemption, defeasance, exchange, entry into any
arrangement, declaration or otherwise a payment including the cash payment of a dividend, repayment of equity, reduction or return
of capital, loan, fee, charge in each case to fund:


 


		(a)	[Reserved]:



 






    A-1-48


     


    

 


		(b)	[Reserved];



 


		(c)	[Reserved]



 


		(d)	any
                                         payment expressly permitted (or required to meet payment obligations) to the Finance
                                         Parties under the Finance Documents;



 


		(e)	[Reserved];



 


		(f)	[Reserved];



 


		(g)	[Reserved];
                                         and



 


		(h)	any
                                         repayment of intra-group loans, the consideration for which is a Permitted Share Issue.



 


“Permitted
Reorganisation” means:


 


		(a)	with
                                         respect to any member of the Group, any reorganisation, amalgamation, merger, consolidation
                                         or combination with or into another member of the Group, including pursuant to a liquidation,
                                         dissolution or winding up on a solvent basis, provided that:



 


		(i)	no
                                         Default is continuing or would result from such reorganisation;



 


		(ii)	no
                                         reorganisation, amalgamation, merger, consolidation or combination (including pursuant
                                         to a liquidation, dissolution or winding up on a solvent basis) may be made in respect
                                         of any of the entities referred to in paragraphs (a) to (g) of the definition of Change
                                         of Control other than the solvent liquidations of Astra and/or Bell-Fruit;



 


		(iii)	the
                                         surviving entity shall be incorporated in any one of the jurisdictions in which the members
                                         of the Group involved in such reorganisation are incorporated;



 


		(iv)	any
                                         minority shareholdings held by non-members of the Group shall not become majority shareholdings
                                         following such reorganisation;



 


		(v)	if
                                         that member of the Group was an Obligor immediately prior to such reorganisation being
                                         implemented, all of the business and assets (including shares) of that member are retained
                                         by one or more other Obligors and if such assets (including shares) were subject to security
                                         in favour of the Finance Parties immediately prior to such reorganisation, security shall
                                         be provided or shall continue in substantially the same terms by the surviving entity,
                                         in each case save for:



 


		(A)	the
                                         shares of (or other interests in) that member of the Group to the extent it has been
                                         merged into another member of the Group or it 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 such Permitted Reorganisation;



 






    A-1-49


     


    

 


		(B)	the
                                         business, assets and shares of (or other interests in) relevant members of the Group
                                         which cease to be owned by a member of the Group as a result of a disposal or merger
                                         expressly permitted under, but subject always to the terms of, this Agreement; or



 


		(C)	where
                                         such assets cease to exist as a result of such reorganisation;



 


		(vi)	if
                                         that member of the Group was an Obligor immediately prior to such reorganisation being
                                         implemented, the surviving entity of, or the entity resulting from, any such reorganisation
                                         is liable for the obligations of the member of the Group it has merged with and is or
                                         becomes an Obligor; 



 


		(vii)	the
                                         Agent (acting on the instructions of the Majority Lenders (acting reasonably)) is satisfied
                                         that the Finance Parties (or the Security Agent on their behalf) will continue to have
                                         the same or substantially equivalent (ignoring for the purposes of assessing such equivalency
                                         any limitations required in accordance with the Agreed Security Principles or hardening
                                         periods and other than from any entity (or over any asset) which has ceased to exist
                                         as contemplated in paragraph (vi) above or is not or has ceased to be a member of the
                                         Group) guarantees and security 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)
                                         cease to exist or to be owned by members of the Group as contemplated in paragraph (vi)
                                         above, in each case, to the extent such assets, shares or other interests are not disposed
                                         of as expressly permitted under the terms of this Agreement; 



 


		(viii)	the
                                         Company (acting reasonably and in good faith) certifies to the Agent that such reorganisation
                                         will not adversely affect the business, operations or assets of the relevant members
                                         of the Group, the existence or continuation of any Authorisations necessary for the conduct
                                         of the business, trade and ordinary activities of that (or any other) member of the Group
                                         or the upstreaming of funds to the Company to enable the Company to make payments to
                                         the Finance Parties under the Finance Documents; and



 


		(ix)	the
                                         Company provides to the Agent (promptly after receipt by the relevant member of the Group)
                                         copies (on a non-reliance basis) of any legal, tax, regulatory and/or technical advice
                                         that the relevant member of the Group has received in connection with any such reorganisation,
                                         amalgamation, merger, consolidation or other process or step;



 


		(b)	[Reserved];
                                         and



 


		(c)	any
                                         other reorganisation involving one or more members of the Group approved by the Majority
                                         Lenders.



 






    A-1-50


     


    

 


“Permitted
Security” means:


 


		(a)	charges
                                         or liens in each case arising solely by operation of law and in the ordinary course of
                                         trading and not as a result of any default or omission by any member of the Group;



 


		(b)	rights
                                         of set-off existing in the ordinary course of trading between any member of the Group
                                         and its respective suppliers or customers and not as a result of any default or omission
                                         by any member of the Group;



 


		(c)	customary
                                         rights of set-off or netting or cash pooling or balance transfer arrangement or charges
                                         arising by operation of law or by contract (but in each case not as a result of any default
                                         or omission by any member of the Group) by virtue of the provision to any member of the
                                         Group of clearing bank or similar facilities or overdraft facilities and arising under
                                         the standard commercial terms and conditions of such or as a part of Cash Pooling Arrangements
                                         provided that (i) the aggregate amount of credit amounts of Obligors which is netted
                                         or set off against debit amounts of any Non-Obligors after the date of this Agreement
                                         does not exceed the Available Amount at any time and (ii) if the bank account to which
                                         the foregoing relates is subject to the Transaction Security, the relevant Obligor has
                                         used or is using all commercially reasonable endeavours to have such lien waived in accordance
                                         with an account bank acknowledgement on terms satisfactory to the Security Agent (acting
                                         on the instructions of the Majority Lenders) (but calculated so as to disregard any such
                                         netted credit amounts in respect of Cash Pooling Arrangements), in each case subject
                                         to the time periods specified in paragraph 4 (Bank Accounts) of the Agreed Security
                                         Principles;



 


		(d)	encumbrances
                                         arising under the standard commercial terms and conditions of any clearing bank over
                                         credit balances on bank accounts (other than any bank account which is subject to the
                                         Interest Costs Account Charge) to facilitate operation of such bank accounts on a cash-pooled
                                         net balance basis;



 


		(e)	[Reserved];



 


		(f)	Security
                                         arising under or in connection with Permitted Finance Leases;



 


		(g)	Transaction
                                         Security and Security arising under the Transaction Security Documents to the extent
                                         permitted by the Intercreditor Agreement;



 


		(h)	Security
                                         over goods and documents of title to goods and other rights relating to those goods arising
                                         in the ordinary course of letter of credit transactions entered into in the ordinary
                                         course of trading;



 


		(i)	any
                                         Security over or affecting any asset acquired by any member of the Group on or after
                                         the Closing Date and subject to which such asset is acquired, provided that:



 


		(i)	such
                                         Security was not created in contemplation of the acquisition of such asset by a member
                                         of the Group;



 


		(ii)	the
                                         amount thereby secured has not been increased in contemplation of, or since the date
                                         of, the acquisition of such asset by a member of the Group (other than as a result of
                                         capitalisation of interest and accrual of any default interest); and



 


		(iii)	is
                                         released within 30 days of such acquisition;



 






    A-1-51


     


    

 


		(j)	[Reserved];



 


		(k)	any
                                         Security over shares in a Permitted Joint Venture to secure obligations to other joint
                                         venture partners to the extent required to be provided by the terms of the relevant joint
                                         venture agreement provided that the liabilities secured by such Security are limited
                                         to the proceeds of sale of such shares and are otherwise non-recourse;



 


		(l)	[Reserved];



 


		(m)	Security
                                         over cash paid into an escrow account by any third party or any member of the Group pursuant
                                         to any customary deposit or retention of purchase price arrangements entered into pursuant
                                         to any disposal or acquisition made by a member of the Group and which is permitted pursuant
                                         to Clauses 27.10 (Disposals) or 27.21 (Acquisitions and Investments);



 


		(n)	Security
                                         over rental deposits placed by a member of the Group with a lessor pursuant to a property
                                         lease entered into by a member of the Group on arm's length terms in the ordinary course
                                         of business;



 


		(o)	any
                                         Security arising pursuant to an order of attachment or injunction restraining disposal
                                         of assets or similar legal process arising in connection with court proceedings which
                                         are contested by any member of the Group in good faith by appropriate proceedings and
                                         provided that the relevant member of Group is using all commercially reasonable endeavours
                                         to procure the prompt release and discharge in full of all such Security;



 


		(p)	Security
                                         arising automatically by operation of law (and not arising as a result of any default
                                         or omission by any member of the Group and provided that the relevant member of the Group
                                         is using its reasonable endeavours to resist or mitigate granting such security or reducing
                                         the liabilities secured by such security to the minimum amount permitted by law) in favour
                                         of any taxation or any government authority or organisation in respect of taxes, assessments
                                         or governmental charges which are not yet due or the liability in respect of which is
                                         being diligently and properly contested by the relevant member of the Group in good faith
                                         by appropriate proceedings;



 


		(q)	Security
                                         created pursuant to a court order or judgment or as security for costs arising pursuant
                                         to court proceedings being contested by the relevant member of the Group in good faith
                                         by appropriate proceedings and provided that the relevant member of Group is using all
                                         commercially reasonable endeavours to procure the prompt release and discharge in full
                                         of all such Security;



 


		(r)	any
                                         payment or close out netting or set-off arrangement pursuant to any Treasury Transaction
                                         or foreign exchange transaction entered into by a member of the Group and which constituted
                                         Permitted Financial Indebtedness;



 






    A-1-52


     


    

 


		(s)	any
                                         security required in connection with any hedging transactions permitted to be secured
                                         on the Transaction Security under the terms of the Intercreditor Agreement.



 


		(t)	(to
                                         the extent permitted by the Intercreditor Agreement) Security arising under any New Senior
                                         Secured Debt Documents;



 


		(u)	[Reserved];



 


		(v)	Security
                                         to which the Majority Lenders shall have given their prior written consent;



 


		(w)	[Reserved];



 


		(x)	any
                                         lien arising under the general terms and conditions of banks with whom any member of
                                         the Group maintains a banking relationship in the ordinary course of business including
                                         any which arise from the general banking conditions or any Security arising under the
                                         general terms and conditions of banks provided that if the bank account to which such
                                         lien relates is subject to the Transaction Security, the relevant Obligor has used or
                                         is using all reasonable endeavours to have such lien waived in accordance with an account
                                         bank acknowledgement on terms satisfactory to the Security Agent (acting on the instructions
                                         of the Majority Lenders), in each case subject to the time periods specified in paragraph
                                         4 (Bank Accounts) of the Agreed Security Principles;



 


		(y)	any
                                         netting or set-off arrangement entered into by any member of the Group arising under
                                         the general terms and conditions of a clearing bank in the ordinary course of its banking
                                         arrangements for the purpose of netting debit and credit balances of that member of the
                                         Group) provided that if the bank account to which such lien relates is subject to the
                                         Transaction Security, the relevant Obligor has used or is using all reasonable endeavours
                                         to have such lien waived in accordance with an account bank acknowledgement on terms
                                         satisfactory to the Security Agent (acting on the instructions of the Majority Lenders),
                                         in each case subject to the time periods specified in paragraph 4 (Bank Accounts)
                                         of the Agreed Security Principles;



 


		(z)	any
                                         Security or Quasi-Security arising under or in connection with any retention of title,
                                         hire purchase or conditional sale arrangement or arrangements having similar effect in
                                         respect of goods supplied to, or receivables of, a member of the Group in the ordinary
                                         course of trading and on the supplier’s standard or usual terms and not arising
                                         as a result of any default or omission by any member of the Group;



 


		(aa)	Security
                                         not otherwise permitted pursuant to the preceding paragraphs securing Financial
                                         Indebtedness to the extent permitted under paragraph (o) of the definition of Permitted
                                         Financial Indebtedness;



 


		(bb)	[Reserved];
                                         and



 


		(cc)	[Reserved].



 


“Permitted
Senior Indebtedness Cap” means, at any time, £10,000,000.


 






    A-1-53


     


    

 


“Permitted
Share Issue” means:


 


		(a)	provided
                                         no Default has occurred and is continuing, an issue of shares by the Company not constituting
                                         a Change of Control;



 


		(b)	provided
                                         no Default has occurred and is continuing, an issuance or series of issuances of securities
                                         in connection with or in contemplation of a secondary public offering of shares in the
                                         Company or any Holding Company of the Company provided that this shall not include transfers
                                         of shares or assets by Subsidiaries of the Company to any Holding Company of the Company
                                         and that such securities do not have a maturity or redemption date which is before the
                                         date which is twelve months after the Termination Date for Facility B;



 


		(c)	an
                                         issue of shares by a Subsidiary of the Company to its shareholders or to another member
                                         of the Group, provided that ownership interests (direct or indirect) of the Company in
                                         such Subsidiary prior to such issue is not diluted as a result and provided further that
                                         (in any such case) in the event that the shares of such Subsidiary are subject to Transaction
                                         Security prior to such issue, then the percentage of shares in such Subsidiary subject
                                         to Transaction Security is not diluted and that such shares do not have a maturity or
                                         redemption date which is before the date which is twelve months after the Termination
                                         Date for Facility B;



 


		(d)	an
                                         issue of shares or securities by the Company pursuant to a management or employee incentive
                                         plan of the Group not constituting a Change of Control and is permitted pursuant to paragraph
                                         (m) of the definition of Permitted Holding Company Activity;



 


		(e)	an
                                         issue of shares permitted pursuant to a Permitted Acquisition, or as permitted under
                                         paragraph (a) of Clause 27.9 (Amalgamations and Change of Business)
                                         or Clause 27.20 (Joint Ventures) by a member of the Group other than those
                                         referred to in paragraphs (a) to (g) of the definition of Change of Control (except for
                                         Astra and Bell-Fruit) provided that that such shares do not have a maturity or redemption
                                         date which is before the date which is twelve months after the Termination Date for Facility
                                         B and the consideration payable for them is less than the Available Amount less all consideration
                                         paid or payable in connection with or invested in any Permitted Acquisition or Permitted
                                         Joint Venture,



 


with
a corresponding amount being contributed as equity simultaneously therewith, provided that, in each case, the aggregate amount
subscribed by Obligors for shares in Non-Obligors after the date of this Agreement does not exceed the Available Amount at any
time.


 


“Permitted
Transaction” means:


 


		(a)	any
                                         disposal required, Financial Indebtedness incurred, guarantee, indemnity, Security or
                                         Quasi-Security given, or other transaction arising, under or in accordance with the Finance
                                         Documents;



 


		(b)	a
                                         Permitted Reorganisation;



 






    A-1-54


     


    

 


		(c)	[Reserved];



 


		(d)	any
                                         conversion of a loan, credit or any other indebtedness outstanding which is permitted
                                         under any Finance Document into distributable reserves 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, in each case on a cashless basis provided that
                                         such securities, reserves or shares do not have a maturity or redemption date which is
                                         before the date which is twelve months after the Termination Date for Facility B;



 


		(e)	any
                                         action or step necessary or required in connection with a secondary public offering and
                                         which is otherwise permitted by this Agreement;



 


		(f)	any
                                         transaction arising under or in accordance with the entry into or assumption of an obligation
                                         in any Transaction Document or taken to comply with an undertaking therein in force on
                                         or before the date of this Agreement;



 


		(g)	any
                                         repurchase of shares in any person 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 provided
                                         that such securities, reserves or shares do not have a maturity or redemption date which
                                         is before the date which is twelve months after the Termination Date for Facility B;



 


		(h)	[Reserved];



 


		(i)	[Reserved];



 


		(j)	any
                                         transaction permitted by the Majority Lenders;



 


		(k)	any
                                         disposal, whether in full or in part only, of Innov8 and/or Harlequin and/or any of their
                                         respective assets (whether through a share sale, an asset sale, any other transaction
                                         with an equivalent effect or any combination of the foregoing) together with any intermediate
                                         steps or actions necessary to implement any such disposal (it being acknowledged and
                                         agreed that all such disposals permitted pursuant to this paragraph (k) were fully and
                                         finally consummated prior to the occurrence of the Effective Date); and/or



 


		(l)	a
                                         Permitted MIP Transaction.



 


“PIK
Margin” means, in relation to Facility B1 and Facility B2 only, 0.75 per cent. per annum.


 


“Plan”
shall mean, other than any Multiemployer Plan, any employee benefit plan (as defined in Section 3(3) of ERISA), including any
employee welfare benefit plan (as defined in Section 3(1) of ERISA), any employee pension benefit plan (as defined in Section
3(2) of ERISA), and any plan which is both an employee welfare benefit plan and an employee pension benefit plan, and in respect
of which any Obligor or, with respect to any such plan that is subject to Title IV of ERISA, Section 302 of ERISA or Section 412
of the Code, any ERISA Affiliate is (or, if such plan were terminated, would under Section 4062 or Section 4069 of ERISA be reasonably
likely to be deemed to be) an “employer” as defined in Section 3(5) of ERISA.


 






    A-1-55


     


    

 


“President”
means the president of the Company or, if no president is appointed, such other person fulfilling the functions of a president
of the Group.


 


“Pre-Approved
Persons” means Guy Vardi, Hilary Stewart-Jones and Yaniv Amzaleg.


 


“Prohibited
Transaction” shall have the meaning assigned to such term in Section 406 of ERISA and Section 4975(c) of the Code.


 


“Pro
Forma Acquisition Synergies and Cost Savings” means synergies and cost savings reasonably anticipated by a Member of
the Office of the Executive Chairman or any other authorised signatory of the Company’s board of directors to be achievable
within 12 months of the date of a relevant acquisition as a result of that acquisition.


 


“Pro
Forma Disposal Synergies and Cost Savings” means synergies and cost savings reasonably anticipated by the a Member of
the Office of the Executive Chairman or any other authorised signatory of the Company’s board of directors to be achievable
within 12 months of the date of a disposal as a result of that disposal.


 


“Pro
Forma Group Initiative Synergies and Cost Savings” means synergies and cost savings reasonably anticipated by the a
Member of the Office of the Executive Chairman or any other authorised signatory of the Company’s board of directors to
be achievable within 12 months of the date of a Group Initiative as a result of that Group Initiative.


 


“Qualified
ECP Guarantor” means, in respect of any Swap Obligation, any entity that has total assets exceeding $10,000,000 at the
time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation
or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations
promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time
by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


“Quarter
Date” has the meaning given to that term in Clause 26.1 (Financial definitions).


 


“Quarterly
Compliance Certificate” means a certificate substantially in the form set out in Part 1 of Schedule 8 (Compliance
Certificates) and delivered by the Company to the Agent under Clause 25.5 (Compliance Certificates) or otherwise
in form and substance satisfactory to the Agent (acting reasonably).


 


“Quarterly
Financial Statements” has the meaning given to that term in Clause 25.4 (Financial Statements).


 


“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;



 






    A-1-56


     


    

 


		(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 Financial Indebtedness or
of financing the acquisition of an asset.


 


“Quotation Day”
means, in relation to any period for which an interest rate is to be determined:


 


		(a)	(if
                                         the currency is Sterling) the first day of that period;



 


		(b)	(if
                                         the currency is Euro) two TARGET Days before the first day of that period;
                                         or



 


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



 


unless
market practice differs in the Relevant Interbank 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 Interbank Market (and if quotations would normally
be given on more than one day, the Quotation Day will be the last of those days).


 


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


 


“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:


 


		(a)	in
                                         relation to LIBOR, as the rate at which the relevant Reference Bank could borrow funds
                                         in the London interbank market; and



 


		(b)	in
                                         relation to EURIBOR, as the rate at which the relevant Reference Bank could borrow funds
                                         in the European interbank market,



 


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 reasonable market size in that currency and for that period.


 


“Reference
Banks” means, in relation to EURIBOR or LIBOR, such entities as may be appointed by the Agent at any time after the
date of this Agreement in consultation with the Company.


 


“Refinancing”
means the refinancing of the Existing Debt and/or any other Financial Indebtedness of the Group and/or the Target Group on the
Closing Date as contemplated in the Funds Flow Statement, including the payment of prepayment premiums, make whole costs, break
costs and other costs or fees related thereto.


 






    A-1-57


     


    

 


“Refinancing
Report” means the refinancing report prepared by KPMG LLP entitled “Project
Canterbury Refinancing Report” and dated 17 June 2019.


 


“Register”
has the meaning given to that term in Clause 29.10 (The Register).


 


“Related
Fund” in relation to a fund (the first fund), means a fund which is managed or advised by the same investment
manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser,
a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first
fund.


 


“Relevant
Interbank Market” means in relation to Euro, the European interbank market and in relation to any other currency, the
London interbank market.


 


“Relevant
Jurisdiction” means, in relation to an Obligor:


 


		(a)	its
                                         jurisdiction of incorporation; and



 


		(b)	the
                                         jurisdiction whose laws govern any of the Transaction Security Documents entered into
                                         by it.



 


“Relevant
Period” has the meaning given to that term in Clause 26.1 (Financial definitions).


 


“Renewal
Request” means a written notice delivered to the Agent in accordance with Clause 6.6 (Renewal of a Letter of
Credit).


 


“Repeating
Representations” has the meaning given to it in Clause 24.34 (Repetition).


 


“Reportable
Event” shall mean any “reportable event”, as defined in Section 4043(c) of ERISA or the regulations issued
thereunder, with respect to a Pension Plan, other than those events as to which notice is waived pursuant to PBGC Reg. §
4043.


 


“Reports”
means the Refinancing Report, the Synergies Commentary Report and the Tax Structure Report.


 


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


 


“Resignation
Letter” means a document substantially in the form set out in Schedule 7 (Form of Resignation Letter) or any
other form agreed between the Agent and the Company (each acting reasonably).


 


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


 


“Retained
Cash Flow” has the meaning given to that term in Clause 26.1 (Financial definitions).


 


“Retained
Excess Cash” has the meaning given to that term in Clause 26.1 (Financial definitions).


 


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


 






    A-1-58


     


    

 


“Revolving
Facility Borrower” means the Original Revolving Facility Borrowers or any member of the Group which accedes as an Additional
Borrower under the Revolving Facility in accordance with Clause 31 (Changes to the Obligors), unless it has ceased
to be a Revolving Facility Borrower in accordance with Clause 31 (Changes to the Obligors).


 


“Revolving
Facility Commitment” means:


 


		(a)	in
                                         relation to an Original Lender as at the Effective Date, the amount in the Base Currency
                                         set out in Part 2 (The Original Lenders) of Schedule 1 (The Original Parties)
                                         as its Revolving Facility Commitment and the amount of any other Revolving Facility Commitment
                                         transferred to it under this Agreement or assumed by it in accordance with Clause 2.2
                                         (Increase); and



 


		(b)	in
                                         relation to any other Lender, the amount in the Base Currency of any Revolving Facility
                                         Commitment transferred to it under this Agreement or assumed by it in accordance with
                                         Clause 2.2 (Increase),



 


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


 


“Revolving
Facility Lender” means any Lender who makes available a Revolving Facility Commitment or a Revolving Facility Loan.


 


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


 


“Revolving
Facility Utilisation” means a Revolving Facility Loan or a Letter of Credit issued or to be issued under the Revolving
Facility.


 


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


 


		(a)	made
                                         or to be made on the same day that:



 


		(i)	a
                                         maturing Revolving Facility Loan is due to be repaid; or



 


		(ii)	a
                                         demand by the Agent pursuant to a drawing in respect of a Letter of Credit or payment
                                         of outstandings under an Ancillary Facility is due to be met; and



 


		(b)	the
                                         aggregate amount of which is equal to or less than the amount of the maturing Revolving
                                         Facility Loan or utilisation of the Ancillary Facility or the relevant claim in respect
                                         of that Letter of Credit;



 


		(c)	in
                                         the same currency as the maturing Revolving Facility Loan (unless it arose as a result
                                         of the operation of Clause 8.2 (Unavailability of a currency)) or the relevant
                                         claim in respect of that Letter of Credit or a utilisation of the Ancillary Facility;
                                         and



 






    A-1-59


     


    

 


		(d)	made
                                         or to be made to the same Borrower (or, if applicable in the case of a utilisation of
                                         the Ancillary Facility, that Borrower’s Affiliate) for the purpose of:



 


		(i)	refinancing
                                         that maturing Revolving Facility Loan or utilisation of the Ancillary Facility; or



 


		(ii)	satisfying
                                         the relevant claim in respect of that Letter of Credit.



 


“Sale”
means a sale of all or substantially all of the business or assets of the Group to persons who are not members of the Group (whether
in a single transaction or a series of related transactions).


 


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


 


“Sanctioned
Person” means any person that is (or persons that are):


 


		(a)	listed
                                         on, or owned or controlled (as such terms are defined and interpreted by the relevant
                                         Sanctions) by a person listed on any Sanctions List;



 


		(b)	a
                                         government of a Sanctioned Country;



 


		(c)	an
                                         agency or instrumentality of, or an entity directly or indirectly owned or controlled
                                         by, a government of a Sanctioned Country; or



 


		(d)	resident
                                         or located in, or incorporated under the laws of any Sanctioned Country, or to the best
                                         of the Company’s knowledge otherwise a target of Sanctions.



 


“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 US, (b) the United Nations Security Council, (c) the European Union and any EU member state,
(d) the United Kingdom 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, Her Majesty’s Treasury 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 Financial Sanctions Targets issued by Her Majesty’s Treasury, or any similar list issued or maintained and made
public by any of the Sanctions Authorities as amended, supplemented or substituted from time to time.


 


“Screen
Rate” means:


 


		(a)	in
                                         relation to LIBOR, the London interbank offered rate administered by ICE Benchmark Administration
                                         Limited (or any other person which takes over the administration of that rate) for the
                                         relevant currency and period displayed (before any correction, recalculation or republication
                                         by the administrator) on pages LIBOR01 or LIBOR02 of the Thomson Reuters screen (or any
                                         replacement Thomson Reuters page which displays that rate); and



 






    A-1-60


     


    

 


		(b)	in
                                         relation to EURIBOR, the Euro interbank offered rate administered by the European Money
                                         Markets Institute (or any other person which takes over the administration of that rate)
                                         for the relevant period displayed (before any correction, recalculation or republication
                                         by the administrator) on page EURIBOR01 of the Thomson Reuters screen (or any replacement
                                         Thomson Reuters page which displays that rate),



 


or,
in each case, on the appropriate page of, or as may otherwise be available on, such other information service which publishes
that rate from time to time in place of Thomson Reuters. If such page or service ceases to be available, the Agent may specify
another page or service displaying the relevant rate after consultation with the Company.


 


“Secured
Parties” has the meaning given to that term in the Intercreditor Agreement.


 


“Security”
means a mortgage, land charge, charge, pledge, lien, security assignment, security transfer of title, retention of title arrangements,
submission to enforcement, or other security interest having a similar effect.


 


“Selection
Notice” means a notice substantially in the form set out in Schedule 3 (Requests and Notices) given in accordance
with Clause 15 (Interest Periods) in relation to Facility B.


 


“Separate
Loan” has the meaning given to that term in Clause 10.3 (Repayment of Revolving Facility Loans).


 


“September
2021 Date" means 24 September 2021 (or, if that day is not a Business Day, the preceding Business Day).


 


“Solvent”
shall mean, after giving effect to the consummation of the Acquisition and the Refinancing, on a particular date, that on such
date:


 


		(a)	the
                                         sum of the liabilities (including contingent liabilities) of the Company and its Subsidiaries,
                                         on a consolidated basis, does not exceed the fair value of the present assets of the
                                         Company and its Subsidiaries, on a consolidated basis;



 


		(b)	the
                                         fair saleable value of the present assets of the Company and its Subsidiaries, on a consolidated
                                         basis, is not less than the amount that will be required to pay the probable liabilities
                                         (including contingent liabilities) of the Company and its Subsidiaries, on a consolidated
                                         basis, on their debts as they become absolute and matured;



 


		(c)	the
                                         capital of the Company and its Subsidiaries, on a consolidated basis, is not unreasonably
                                         small in relation to their business as contemplated on the date of this Agreement;



 


		(d)	the
                                         Company and its Subsidiaries, on a consolidated basis, have not incurred and do not intend
                                         to incur, or believe that they will incur, debts (including current obligations and contingent
                                         liabilities) beyond their ability to pay such debts as they become due (in the ordinary
                                         course of business); and



 


		(e)	the
                                         Company and its Subsidiaries, on a consolidated basis, is able to pay its debts and other
                                         liabilities, contingent obligations and other commitments as they mature in the ordinary
                                         course of business.



 






    A-1-61


     


    

 


For
the purposes hereof, the amount of any contingent liability at any time shall be computed as the amount that, in light of all
of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual
or matured liability.


 


“Special
Financial Advisor” means any financial advisory firm of international repute instructed to act by and on behalf of the
Majority Lenders as contemplated by this Agreement provided that such financial advisory firm is not an Affiliate of any Lender
(or an employee of a Lender or any Affiliate of a Lender).


 


“Special
Information Rights Period” means the period on and from the date of the Amendment and Restatement Agreement and ending
on 31 December 2022 or such later date as determined by the Majority Lenders (acting in their sole discretion) if a Default is
continuing on 31 December 2022.


 


"Specified
Time" means a time determined in accordance with Schedule 9 (Timetables).


 


“Subsidiary”
means in relation to any other person, any entity which is controlled directly or indirectly by that person and any entity (whether
or not so controlled) treated as a subsidiary in the latest financial statements of that person from time to time, and “control”
for this purpose means the direct or indirect ownership of the majority of the voting share capital of such entity or the right
or ability to direct management to comply with the type of material restrictions and obligations contemplated in this Agreement
or to determine the composition of a majority of the board of directors (or like board) of such entity, in each case whether by
virtue of ownership of share capital, contract or otherwise.


 


“Sub-Participation”
means any Voting Sub-Participation, Non-Voting Sub-Participation or Conversion of Non-Voting Sub-Participation.


 


“Super
Majority Lenders” means, at any time:


 


		(a)	a
                                         Lender or Lenders whose Commitments aggregate 80 per cent. or more of the Total
                                         Commitments (and for this purpose the amount of an Ancillary Lender’s Revolving
                                         Facility Commitments shall not be reduced by the amount of its Ancillary Commitment);
                                         and



 


		(b)	if
                                         the Total Commitments have been reduced to zero, whose Commitments aggregated to 80 per cent.
                                         or more of the Total Commitments immediately prior to that reduction.



 


“Swap
Contract” means:


 


		(a)	any
                                         and all rate swap transactions, basis swaps, credit derivative transactions, forward
                                         rate transactions, commodity swaps, commodity options, forward commodity contracts, equity
                                         or equity index swaps or options, bond or bond price or bond index swaps or options or
                                         forward bond or forward bond price or forward bond index transactions, interest rate
                                         options, forward foreign exchange transactions, cap transactions, floor transactions,
                                         collar transactions, currency swap transactions, cross-currency rate swap transactions,
                                         currency options, spot contracts, or any other similar transactions or any combination
                                         of any of the foregoing (including any options to enter into any of the foregoing), whether
                                         or not any such transaction is governed by or subject to any master agreement; and



 






    A-1-62


     


    

 


		(b)	any
                                         and all transactions of any kind, and the related confirmations, which are subject to
                                         the terms and conditions of, or governed by, any form of master agreement published by
                                         the International Swaps and Derivatives Association, Inc., any International Foreign
                                         Exchange Master Agreement, or any other master agreement (any such master agreement,
                                         together with any related schedules, a “Master Agreement”), including
                                         any such obligations or liabilities under any Master Agreement.



 


“Swap
Obligations” means with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or
transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.


 


“Syndication
Strategy Letter” means the syndication strategy letter between the Arrangers and Gaming Acquisitions Limited dated 14
August 2019.


 


“Synergies
Commentary Report” means the synergies commentary report prepared by KPMG LLP entitled “Synergies Commentary Report”
dated 10 June 2019.


 


“Target”
means each of:


 


		(a)	Astra
                                         Games Ltd., a private limited liability company incorporated under the laws of England
                                         and Wales having its registered office at Astra House, 1 Kingsway, CF31 3RY Bridgend,
                                         United Kingdom, registered with company number 09280224 (“Astra”);



 


		(b)	Bell-Fruit
                                         Group Limited, a private limited liability company incorporated under the laws of England
                                         and Wales having its registered office at Astra House, 1 Kingsway, CF31 3RY Bridgend,
                                         United Kingdom, registered with company number 05015596 (“Bell-Fruit”);



 


		(c)	Gamestec
                                         Leisure Limited, a private limited liability company incorporated under the laws of England
                                         and Wales having its registered office at Astra House, 1 Kingsway, CF31 3RY Bridgend,
                                         United Kingdom, registered with company number 05348584;



 


		(d)	Harlequin
                                         Gaming Limited, a private limited liability company incorporated under the laws of England
                                         and Wales having its registered office at Astra House, 1 Kingsway, CF31 3RY Bridgend,
                                         United Kingdom, registered with company number 09292082;



 


		(e)	Innov8
                                         Gaming Limited, a private limited liability company incorporated under the laws of England
                                         and Wales having its registered office at Astra House, 1 Kingsway, CF31 3RY Bridgend,
                                         United Kingdom, registered with company number 10717040, provided that Inspired Gaming
                                         (UK) Limited will only acquire 60 A ordinary shares of GBP 1.00 each, being sixty per
                                         cent. (60%) of the issued shares in its capital; and



 


		(f)	Playnation
                                         Limited, a private limited liability company incorporated under the laws of England and
                                         Wales having its registered office at Unit 17 Berkeley Court, Manor Park, Runcorn, Cheshire,
                                         WA7 1TQ, registered with company number 08258418,



 


(and
together, the "Targets").


 






    A-1-63


     


    

 


“TARGET2”
means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform
and which was launched on 19 November 2007.


 


“TARGET Day”
means any day on which TARGET2 is open for the settlement of payments in Euro.


 


“Target
Group” means each Target and any of its Subsidiaries from time to time.


 


“Target
Shares” means the issued share capital of each Target to the extent acquired by Inspired Gaming (UK) Limited pursuant
to the Acquisition Documents.


 


“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).


 


“Tax
Structure Report” means the tax structure report prepared by Pricewaterhouse Coopers entitled “Project Chaucer
- Tax Structure Paper” dated on or before the Closing Date.


 


“Term”
means each period determined under this Agreement for which the Issuing Bank is under a liability under a Letter of Credit.


 


“Termination
Date” means:


 


		(a)	in
                                         respect of Facility B, the date falling 60 Months after the Closing Date; or



 


		(b)	in
                                         respect of the Revolving Facility, the date falling 60 Months after the Closing Date.



 


“Total
Commitments” means the aggregate of the Total Facility B Commitments and the Total Revolving Facility Commitments.


 


“Total
Facility B Commitments” means the aggregate of the Total Facility B1 Commitments and the Total Facility B2 Commitments.


 


“Total
Facility B1 Commitments” means, subject to the operation of Clause 14.6 (Capitalisation of April Interest Payment)
and Clause 14.7 (Capitalisation following September 2021 Date), the aggregate of the Facility B1 Commitments, being £140,000,000
at the Effective Date.


 


“Total
Facility B2 Commitments” means, subject to the operation of Clause 14.6 (Capitalisation of April Interest Payment)
and Clause 14.7 (Capitalisation following September 2021 Date), the aggregate of the Facility B2 Commitments, being €90,000,000
at the Effective Date.


 


“Total
Revolving Facility Commitments” means the aggregate of the Revolving Facility Commitments, being £20,000,000
at the Effective Date.


 






    A-1-64


     


    

 


“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.


 


Transaction
Documents” means the Finance Documents, the Acquisition Documents and the New Senior Secured Debt Documents.


 


“Transaction
Security” means the Security created or expressed to be created in favour of the Security Agent or the Secured Parties
(represented by the Security Agent, as the case may be) pursuant to the Transaction Security Documents.


 


“Transaction
Security Documents” means:


 


		(a)	the
                                         Interest Costs Account Charge, the Debenture ARA and each of the security documents listed
                                         as being a Transaction Security Document in Part 1 of Schedule 2 (Conditions Precedent
                                         and Conditions Precedent required to be delivered by an Additional Obligor);



 


		(b)	any
                                         security document entered into by any Obligor required to be delivered to the Agent in
                                         accordance with this Agreement together with any other document entered into any Obligor
                                         creating or expressed to create any Security over all or any part of its assets in respect
                                         of the obligations of any Obligor under any of the Finance Documents;



 


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



 


		(d)	any
                                         other document designated a Transaction Security Document by the Company and the Agent
                                         (or the Security Agent) in writing.



 


“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 and for non-speculative purposes.


 


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


 


“UK
Bail-In Legislation” means (to the extent that the United Kingdom 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
United Kingdom 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).


 






    A-1-65


     


    

 


“Undisclosed
Administration” means the appointment of an administrator, provisional liquidator, receiver, trustee, custodian or other
similar official by a supervisory authority or regulator under or pursuant to the law in the country where such Finance Party
is subject to home jurisdiction suspension, if applicable law requires that such appointment is not to be publically disclosed.


 


“Unsecured
Hedging Agreement” means any master agreement, confirmation, schedule or other agreement entered into by an Obligor
with a hedge counterparty:


 


		(a)	for
                                         the purpose of hedging interest rate, cross currency or foreign exchange risks in relation
                                         to Facility B, or any New Senior Secured Debt (including, without limitation, any hedging
                                         entered into to comply with the requirements under the Hedging Letter); or



 


		(b)	in
                                         respect of (i) interest rate hedging transactions, (ii) spot and forward foreign exchange
                                         hedging transactions and (iii) other hedging transactions, in each case in the ordinary
                                         course of business and not for speculative purposes and to the extent permitted under
                                         Clause 27.19 (Treasury Transactions),



 


in
each case, on terms such that (i) such hedge counterparty does not benefit from the Transaction Security, (ii) such hedge counterparty
receives any fees and other amounts due to it up-front at the time of entering into the relevant documentation (the “Up-Front
Amount”) and (iii) following payment of the Up-Front Amount neither the relevant Obligor nor any other member of the
Group has any further actual or contingent liabilities towards such hedge counterparty.


 


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


 


“Updated
Base Case Model” has the meaning given to it in the Amendment and Restatement Agreement.


 


“US”
means the United States of America.


 


“US
Borrower” means a Borrower whose jurisdiction of organisation is a state of the US or the District of Columbia.


 


“US
Guarantor” means a Guarantor whose jurisdiction of organisation is a state of the US or the District of Columbia.


 


“US
Obligor” means any US Borrower or US Guarantor.


 


“US
Security Agreement” means that certain pledge and security agreement (as it may be amended, restated, supplemented or
otherwise modified from time to time), dated on or before the Closing Date by and among DMWSL 631 Limited, the Company, and each
other Obligor (as defined therein) party thereto from time to time, in favor of Security Agent.


 


“Utilisation”
means a Loan or a Letter of Credit.


 






    A-1-66


     


    

 


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


 


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


 


“VAT”
means:


 


		(a)	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



 


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



 


“Vendor”
means the “Seller” (under and as defined in the Acquisition Agreement).


 


“Voting
Sub-Participation” means any sub-participation or sub-contract where any voting rights under the Finance Documents are
transferred as a result of such sub-participation or sub-contract as at the time of entry into such sub-participation or sub-contract.


 


“Withdrawal
Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer
Plan, as such terms are defined in Title IV of ERISA.


 


“Working
Capital” has the meaning given to that term in Clause 26.1 (Financial definitions).


 


“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; and



 


		(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



 






    A-1-67


     


    

 


		(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



 


	1.2	Construction



 


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



 


		(i)	the
                                         “Agent”, the “Arranger”, the “Company”,
                                         any “Finance Party”, any “Hedge Counterparty”,
                                         any “Issuing Bank”, any “Lender”, any “Obligor”,
                                         any “Party”, any “Secured Party”, the “Security
                                         Agent” or any other person shall be construed so as to include its successors
                                         in title (including the surviving entity of any merger involving that person), permitted
                                         assigns and permitted transferees 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)	a
                                         document in “agreed form” is a document which is previously agreed
                                         in writing by or on behalf of the Agent and the Company;



 


		(iii)	an
                                         “amendment” includes any amendment, supplement, variation, novation,
                                         modification, replacement or restatement (however fundamental), and amend and amended
                                         shall be construed accordingly;



 


		(iv)	“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;;



 


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



 


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



 


		(vii)	“fair
                                         market value” may be conclusively established by means of an officer’s
                                         certificate signed by a Member of the Office of the Executive Chairman or a resolution
                                         of the board of directors of the Company setting out such fair market value as determined
                                         by such Member of the Office of the Executive Chairman or such board of directors in
                                         good faith and acting reasonably and consistently with the duties and obligations of
                                         the directors of the Borrowers;



 






    A-1-68


     


    

 


		(viii)	a
                                         “Finance Document” or a “Transaction 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 Transaction Document or other agreement or instrument as
                                         amended, novated, supplemented, replaced, extended or restated;



 


		(ix)	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 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


 


		(x)	“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;



 


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



 


		(xii)	a
                                         Lender’s “participation” in relation to a Letter of Credit,
                                         shall be construed as a reference to the relevant amount that is or may be payable by
                                         a Lender in relation to that Letter of Credit;



 


		(xiii)	a
                                         “transaction” includes the making of acquisitions, reorganisations,
                                         disposals, incurring Financial Indebtedness, granting loans and granting guarantees,
                                         the granting of Security or Quasi-Security, the making of payments and taking any other
                                         action contemplated by the restrictions and otherwise in Clause 27 (General Undertakings);



 


		(xiv)	a
                                         “person” includes any individual, firm, company, corporation, government,
                                         state or agency of a state or any association, trust, joint venture, consortium or partnership
                                         (whether or not having separate legal personality);



 






    A-1-69


     


    

 


		(xv)	a
                                         “regulation” includes any regulation, rule, official directive, request
                                         or guideline (whether or not having the force of law, but if not having force of law
                                         which are binding or customarily complied with) of any governmental, intergovernmental
                                         or supranational body, agency, department or of any regulatory, self-regulatory or other
                                         authority or organisation;



 


		(xvi)	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;



 


		(xvii)	a
                                         provision of law is a reference to that provision as amended or re-enacted; and



 


		(xviii)	a
                                         time of day is a reference to London time.



 


		(b)	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.



 


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



 


		(d)	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.



 


		(e)	A
                                         Borrower provides “cash cover” for a Letter of Credit or Ancillary
                                         Facility if it pays an amount in the currency of the Letter of Credit or Ancillary Facility
                                         (as the case may be) to an interest-bearing account in the name of the Borrower and the
                                         following conditions are met:



 


		(i)	the
                                         account is with the Security Agent or the relevant Issuing Bank (if the cash cover is
                                         to be provided in respect of a Letter of Credit), or with the relevant Ancillary Lender
                                         (if the cash cover is to be provided in respect of an Ancillary Facility);



 


		(ii)	subject
                                         to Clause 7.5 (Cash cover by Borrower), until no amount is or may be outstanding
                                         under that Letter of Credit or Ancillary Facility (as the case may be), withdrawals from
                                         the account (other than in respect of accrued interest) may only be made to pay the relevant
                                         Issuing Bank or Ancillary Lender (as applicable) amounts due and payable to it under
                                         this Agreement in respect of that Letter of Credit or Ancillary Facility as the case
                                         may be, and for the purposes of this Agreement, a Letter of Credit or Ancillary Outstanding
                                         (as applicable) shall be deemed to be cash covered to the extent of any such provision
                                         of cash cover in respect of that Letter of Credit or Ancillary Outstanding (as applicable);
                                         and



 






    A-1-70


     


    

 


		(iii)	if
                                         requested by the Issuing Bank or Ancillary Lender, the relevant Borrower has executed
                                         and delivered a security document (in accordance with the Agreed Security Principles
                                         and in substantially the same form as an existing Transaction Security Document) over
                                         that account, which creates a first ranking Security over that account.



 


		(f)	[Reserved].



 


		(g)	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 the Facilities, and/or any other 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:



 


		(i)	to
                                         the extent such transaction results in any indebtedness or claim being outstanding from
                                         the Company to any of its direct or indirect shareholders, such indebtedness or claim
                                         is subordinated as “Subordinated Liabilities” pursuant to the Intercreditor
                                         Agreement or otherwise in a manner satisfactory to the Agent acting reasonably; and



 


		(ii)	such
                                         transaction is not otherwise prohibited by this Agreement or any other Finance Document
                                         (including, without limitation, Clause 27.11 (Arm’s Length Transactions)).



 


		(h)	A
                                         Default (including an Event of Default) is “continuing” if it has
                                         not been waived by the Agent (acting on the instructions of the Majority Lenders) or
                                         remedied. A Declared Default is “continuing” unless the relevant demand
                                         or notice has been revoked by the Agent (acting on the instructions of the Majority Lenders).



 


		(i)	A
                                         Borrower “repaying or prepaying” (or any derivative form thereof)
                                         a Letter of Credit or Ancillary Outstandings means:



 


		(i)	that
                                         Borrower or any other Obligor providing cash cover for that Letter of Credit or in respect
                                         of the Ancillary Outstandings;



 


		(ii)	in
                                         the case of a Letter of Credit, a Borrower has made a payment of that amount under paragraph
                                         (b) of Clause 7.2 (Claims under a Letter of Credit) in respect of that Letter
                                         of Credit or a Borrower has made a reimbursement of that amount in respect of that Letter
                                         of Credit under Clause 7.3 (Indemnities);



 


		(iii)	the
                                         maximum amount payable under the Letter of Credit or Ancillary Facility (as the case
                                         may be) being reduced or cancelled in accordance with its terms or otherwise reduced
                                         or cancelled in a manner satisfactory to the Issuing Bank in respect of such Letter of
                                         Credit or the Ancillary Lender in respect of such Ancillary Facility (as the case may
                                         be), each acting reasonably;



 






    A-1-71


     


    

 


		(iv)	the
                                         Letter of Credit or relevant Ancillary Facility expires in accordance with its terms
                                         or is otherwise returned by the beneficiary with its written confirmation that it is
                                         released and cancelled;



 


		(v)	the
                                         Issuing Bank or Ancillary Lender (each acting reasonably) being satisfied that it has
                                         no further or a reduced liability under that Letter of Credit or Ancillary Facility (as
                                         the case may be) and accordingly all of (or such proportion of) the obligations are released
                                         or reduced; or



 


		(vi)	a
                                         bank or financial institution having a long term credit rating from any of Moody’s,
                                         S&P or Fitch at least equal to Baa3/BBB- (as applicable or its equivalent or such
                                         other rating as the Agent and the applicable Issuing Bank or Ancillary Lender may agree
                                         (acting reasonably)), having issued an unconditional and irrevocable guarantee, indemnity,
                                         counter-indemnity or similar assurance against financial loss in respect of amounts due
                                         under that Letter of Credit or Ancillary Facility,



 


in
each case, unless it is otherwise agreed between the Company and the Issuing Bank or the Ancillary Lender (as applicable) that
such Letter of Credit or Ancillary Facility will remain outstanding on a bilateral basis and, in each case, such Letter of Credit
or Ancillary Facility (as applicable) will be treated as repaid for the purpose of the Finance Documents and no Lender will be
required to provide any counter indemnity in respect thereof.


 


		(j)	The
                                         amount by which the Letter of Credit is, or Ancillary Outstandings are, repaid or prepaid
                                         under paragraphs (i)(i) to (vi) above is the amount of the relevant cash cover, payment,
                                         release, cancellation, reduction or assurance.



 


		(k)	Notwithstanding
                                         any other provision of this Agreement (including any definition set out herein), when
                                         establishing whether any action, transaction and/or incurrence of a liability is permitted
                                         under the terms of the Finance Documents, in relation to the raising of any New Senior
                                         Secured Debt or any acquisition, disposition, merger, joint venture, incurrence, payment,
                                         investment or other similar transaction, the Group shall be entitled to rely on the fact
                                         that such action, transaction and/or incurrence was permitted at the time the relevant
                                         member of the Group entered into a legally binding commitment in respect of such action,
                                         transaction and/or incurrence (or, for the avoidance of doubt, in respect of debt incurrence
                                         the purpose of which is in whole or in part to finance an acquisition transaction or
                                         any other investment, the date of entry into a legally binding commitment in respect
                                         of such relevant acquisition transaction or other investment).



 


		(l)	[Reserved].



 


		(m)	Where
                                         a Non-Obligor becomes an Obligor, the amount of loans to, guarantees of, assets transferred
                                         to, and contributions, investments or subscriptions in the equity of, such member of
                                         the Group will cease to be included in calculations for the purposes of any restrictions
                                         or limitations on loans, guarantees, disposals, dividends, share redemptions, other restricted
                                         payments, investments, or transactions, in each case, in connection with Non-Obligors
                                         in Clause 27 (General Undertakings).



 






    A-1-72


     


    

 


		(n)	An
                                         amount borrowed includes any amount utilised by way of Letter of Credit or under an Ancillary
                                         Facility.



 


		(o)	A
                                         Lender funding its participation in a Utilisation includes a Lender participating in
                                         a Letter of Credit.



 


		(p)	An
                                         outstanding amount of a Letter of Credit at any time is the maximum amount that is or
                                         may be payable by the relevant Borrower in respect of that Letter of Credit at that time.



 


		(q)	References
                                         to the equivalent of an amount specified in a particular currency (the specified currency
                                         amount) shall be construed as a reference to the amount of any other relevant currency
                                         which can be purchased with the specified currency amount to the Agent’s Spot Rate
                                         of Exchange on the date on which the calculation falls to be made for spot delivery,
                                         as determined by the Agent.



 


		(r)	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.



 


		(s)	In
                                         ascertaining the Majority Lenders or the Super Majority 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 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 (“Non-Sterling Commitments”)
                                         shall be deemed to be converted into Sterling at:



 


		(i)	in
                                         the case of any Facility B2 Commitments, the EUR-to-GBP Conversion Rate; and



 


		(ii)	in
                                         the case of any other Non-Sterling Commitments, the rate for the conversion of Sterling
                                         into the relevant currency of the Non Sterling Commitment at the Agent’s Spot Rate
                                         of Exchange on the date on which that Commitment was provided under this Agreement.



 


		(t)	Where
                                         the Agent or the Security Agent is obliged to consult with the Company under the terms
                                         of this Agreement, the Agent or the Security Agent must request and carry out that consultation
                                         in accordance with the terms of this Agreement.



 


		(u)	Where
                                         there is any reference in this Agreement or any other Finance Document to the Agent or
                                         the Security Agent acting reasonably or properly, or doing an act or coming to a determination,
                                         opinion or belief that is reasonable or proper, or any similar or analogous reference,
                                         the Agent or, as applicable, the Security Agent shall, where they have sought such instructions
                                         from the Majority Lenders, be deemed to be acting reasonably and properly or doing an
                                         act or coming to a determination, opinion or belief that is reasonable if, as applicable,
                                         the Agent or Security Agent acts on the instructions of the Majority Lenders. Where there
                                         is in this Agreement or any other Finance Document a provision to the effect that the
                                         Agent or the Security Agent is not to unreasonably withhold or delay its consent or approval,
                                         it shall be deemed not to have so withheld or delayed its consent or approval if the
                                         withholding or delay is caused by instructions being sought from the Majority Lenders.



 






    A-1-73


     


    

 


		(v)	[Reserved].



 


		(w)	Any
                                         reference in this Agreement to "the date of this Agreement" means 27 September
                                         2019.



 


	1.3	Currency
                                         Symbols and Definitions



 


		(a)	“€”,
                                         “Euro” and “EUR” mean the single currency unit
                                         of the Participating Member States.



 


		(b)	“£”,
                                         “GBP” and “Sterling” means the lawful currency
                                         for the time being of the United Kingdom.



 


		(c)	“$”,
                                         “US$” and “US Dollars” mean the lawful currency
                                         for the time being of the US.



 


	1.4	Exchange
                                         rate fluctuations



 


		(a)	When
                                         applying any monetary limits, thresholds and other exceptions to the representations
                                         and warranties, undertakings and each Events of Default under the Finance Documents,
                                         the equivalent to an amount in the Base Currency shall be calculated at the rate for
                                         the conversion of the Base Currency into the relevant currency of the non-base currency
                                         monetary limit, threshold and other exception which the Company (acting reasonably and
                                         in good faith) has used and has notified to the Agent or at the option of the Company
                                         at the Agent’s Spot Rate of Exchange, in each case, 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. For the avoidance of doubt, this paragraph
                                         (a) shall not apply to Clause 26.3 (Leverage) and Clause 26.5 (Calculations).



 


		(b)	No
                                         Event of Default or breach of any representation and warranty or undertaking under the
                                         Finance Documents shall arise solely as a result of a subsequent change in the Base Currency
                                         equivalent, or any other currency specified in respect of, of any relevant amount due
                                         to fluctuations in exchange rates. For the avoidance of doubt, this paragraph (b) shall
                                         not apply to Clause 26.3 (Leverage) and Clause 26.5 (Calculations).



 


		(c)	The
                                         Agent shall promptly on demand by the Company provide to the Company details of the then
                                         current Agent’s Spot Rate of Exchange.



 


	1.5	Excess
                                         Cash Flow De Minimis Amount



 


For
the purposes of the definition of Excess Cash Flow De Minimis Amount, the amounts set by reference to a percentage of Consolidated
Pro Forma EBITDA (the "EBITDA based amount") 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 amount subsequently decreases
by virtue of operation of that calculation.


 






    A-1-74


     


    

 


	1.6	Third
                                         party rights



 


A
person who is not a Party (other than the Hedge Counterparties notwithstanding that the consent of the Hedge Counterparties shall
not be required under this Agreement except to the extent otherwise required pursuant to the Intercreditor Agreement) has no right
under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.


 


	1.7	Intercreditor
                                         Agreement



 


This
Agreement is subject to the Intercreditor Agreement. In the event of any inconsistency or conflict between this Agreement and
the Intercreditor Agreement, the Intercreditor Agreement shall prevail.


 


	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, with wilful default, breach
of duty or in bad faith 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 subject
to Clause 1.5 (Third party rights) and the provisions of the Contracts (Rights of Third Parties) Act 1999.


 


	2	The
                                         Facilities



 


	2.1	The
                                         Facilities



 


		(a)	Subject
                                         to the terms of this Agreement (including, without limitation, Clause 14.6 (Capitalisation
                                         of April Interest Payment) and Clause 14.7 (Capitalisation following September
                                         2021 Date)):



 


		(i)	the
                                         Facility B1 Lenders make available to the Facility B1 Borrowers a term loan facility
                                         in the Base Currency in an aggregate amount equal to the Total Facility B1 Commitments;



 


		(ii)	the
                                         Facility B2 Lenders make available to the Facility B2 Borrowers a term loan facility
                                         in Euro in an aggregate amount equal to the Total Facility B2 Commitments; and



 


		(iii)	the
                                         Revolving Facility Lenders make available to the Revolving Facility Borrowers a multicurrency
                                         revolving credit facility in an aggregate amount the Base Currency Amount of which is
                                         equal to the Total Revolving Facility Commitments.



 






    A-1-75


     


    

 


		(b)	Subject
                                         to the terms of this Agreement and the Ancillary Documents, an Ancillary Lender may make
                                         available an Ancillary Facility to any of the Revolving Facility Borrowers in place of
                                         all or part of its Commitment under a Revolving Facility.



 


	2.2	Increase



 


		(a)	The
                                         Company may by giving prior notice to the Agent by no later than the date falling 30 Business
                                         Days after the effective date of a cancellation of:



 


		(i)	the
                                         Available Commitments of a Defaulting Lender in accordance with Clause 11.7 (Right
                                         of cancellation in relation to a Defaulting Lender); or



 


		(ii)	the
                                         Commitments of a Lender in accordance with Clause 11.6 (Right of cancellation
                                         and repayment in relation to a single Lender or Issuing Bank); or



 


		(iii)	the
                                         Commitments of a Lender in accordance with Clause 11.1 (Illegality),



 


request
that the Total Commitments be increased (and the Total Commitments under that Facility shall be so increased) in an aggregate
amount in the Base Currency of up to the amount of the Available Commitments or Commitments so cancelled as follows:


 


		(i)	the
                                         increased Commitments will be assumed by one or more Lenders or other banks, financial
                                         institutions, trusts, funds or other entities (each an “Increase Lender”)
                                         selected by the Company (each of which shall not be a member of the Group and which satisfies
                                         all the Agent’s ‘know your customer’ or similar checks referred to
                                         in paragraph (b)(ii)(B) below, and each of which confirms its willingness to assume
                                         and does assume all the obligations of a Lender corresponding to that part of the increased
                                         Commitments which it is to assume, as if it had been an Original Lender (for the avoidance
                                         of doubt, no Party shall be obliged to assume the obligations of a Lender pursuant to
                                         this Clause 2.2 (Increase) without the prior consent of that Party));



 


		(ii)	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;



 


		(iii)	each
                                         Increase Lender shall become a Party as a “Lender” and any Increase
                                         Lender and each of the other Finance Parties shall assume obligations towards one another
                                         and acquire rights against one another as that Increase Lender and those Finance Parties
                                         would have assumed and/or acquired had the Increase Lender been an Original Lender;



 


		(iv)	the
                                         Commitments of the other Lenders shall continue in full force and effect; and



 






    A-1-76


     


    

 


		(v)	any
                                         increase in the Total Commitments shall take effect on the date specified by the Company
                                         in the notice referred to above or any later date on which the conditions set out in
                                         paragraph  (b) below are satisfied.



 


		(b)	An
                                         increase in the Total Commitments will only be effective on:



 


		(i)	the
                                         execution by the Agent of an Increase Confirmation from the relevant Increase Lender;



 


		(ii)	in
                                         relation to an Increase Lender which is not a Lender immediately prior to the relevant
                                         increase:



 


		(A)	the
                                         Increase Lender entering into the documentation required for it to accede as a party
                                         to the Intercreditor Agreement; and



 


		(B)	the
                                         performance by the Agent of all necessary “know your customer” or other similar
                                         checks under all applicable laws and regulations in relation to the assumption of the
                                         increased Commitments by that Increase Lender, the completion of which the Agent shall
                                         promptly notify to the Company, the Increase Lender and the Issuing Bank; and



 


		(iii)	in
                                         the case of an increase in the Total Revolving Facility Commitments, the Issuing
                                         Bank consenting to that increase.



 


		(c)	Each
                                         Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance
                                         of doubt) that the Agent has authority to execute on its behalf any amendment or waiver
                                         that has been approved by or on behalf of the requisite Lender or Lenders in accordance
                                         with this Agreement on or prior to the date on which the increase becomes effective.



 


		(d)	Unless
                                         the Agent otherwise agrees or the increased Commitment is assumed by an Existing Lender,
                                         the Company shall, on the date upon which the increase takes effect, pay to the Agent
                                         (for its own account) a fee of £2,500 and the Company shall within 5 Business
                                         Days of demand pay to the Agent and the Security Agent the amount of all costs and expenses
                                         (including legal fees) reasonably incurred by either of them (and/or any Receiver or
                                         Delegate) in connection with any increase Commitments under this Clause 2.2 (Increase).



 


		(e)	The
                                         Company may pay to the Increase Lender a fee in the amount and at the times agreed between
                                         the Company and the Increase Lender in a Fee Letter.



 


		(f)	Clause 29.6
                                         (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis
                                         in this Clause 2.2 (Increase) in relation to an Increase Lender as if
                                         references in that Clause to:



 


		(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.





 






    A-1-77


     


    

 


		(g)	The
                                         Finance Parties shall be required to enter into any amendment to the Finance Documents
                                         required by a Borrower 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 relevant Borrower).



 


	2.3	[Reserved]



 


	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.



 


		(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 shall be 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, for the avoidance of doubt, 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 otherwise stated in the Finance Documents, separately enforce
                                         its rights under the Finance Documents.



 


	2.5	Lender
                                         Affiliates



 


		(a)	A
                                         Lender may nominate (by written notice to the Agent and the Company in the Transfer Certificate,
                                         Assignment Agreement or Increase Confirmation pursuant to which such Lender becomes a
                                         Party) a branch or Affiliate (a “Designated Affiliate”) to discharge
                                         its obligations to participate in one or more Loans (a “Designated Loan”).



 


		(b)	Any
                                         branch or Affiliate nominated by a Lender to participate in a Loan shall:



 


		(i)	participate
                                         therein in compliance with the terms of this Agreement; and



 


		(ii)	be
                                         entitled, to the extent of its participation, to all the rights and benefits of a Lender
                                         under the Finance Documents provided that such rights and benefits shall be exercised
                                         on its behalf by its nominating Lender save where law or regulation requires the branch
                                         or Affiliate to do so.



 






    A-1-78


     


    

 


		(c)	Each
                                         Lender shall remain liable and responsible for the performance of all obligations assumed
                                         by a Designated Affiliate on its behalf under this Clause 2.5 and non performance of
                                         a Lender’s obligations by its Designated Affiliate following a nomination under
                                         this Clause 2.5 shall not relieve such Lender from its obligations under this Agreement
                                         (but without prejudice to a Lender’s rights under Clause 29 (Changes to the
                                         Lenders)).



 


		(d)	No
                                         Obligor shall be liable to pay (i) any amount otherwise required to be paid by the Company
                                         or an Obligor under Clause 18 (Taxes) or Clause 19.1 (Increased costs)
                                         (arising as a result of laws or regulations in force or known to be coming into force
                                         on the date the relevant branch or Affiliate was nominated), or (ii) any cash repayment
                                         of a Loan to the extent that Clause 10.3 (Repayment of Revolving Facility Loans)
                                         would otherwise apply to such Loan, in each case in excess of the amount it would have
                                         been obliged to pay if that Lender had not nominated its branch or Affiliate to participate
                                         in the Facility or, to the extent that such Lender nominated such branch or Affiliate
                                         for particular Loans in the Transfer Certificate, Assignment Agreement or Increase Confirmation
                                         pursuant to which such Lender became a Party, in excess of the amount which it would
                                         have been obliged to pay had that Lender continued to make only those particular Loans
                                         through that branch or Affiliate. Each Lender shall promptly notify the Agent and the
                                         Company of the tax jurisdiction from which its branch or Affiliate will participate in
                                         the relevant Loans and such other information regarding that branch or Affiliate as the
                                         Company may reasonably request.



 


		(e)	Any
                                         notice or communication to be made to a branch or an Affiliate of a Revolving Facility
                                         Lender pursuant to Clause 38 (Notices):



 


		(i)	may
                                         be served directly upon the branch or Affiliate, at the address supplied to the Agent
                                         by the nominating Lender pursuant to its nomination of such branch or Affiliate, where
                                         the Lender or the relevant branch or Affiliate requests this in order to mitigate any
                                         legal obligation to deduct Tax from any payment to such branch or Affiliate or any payment
                                         obligation which might otherwise arise pursuant to Clause 19 (Increased Costs);
                                         or



 


		(ii)	in
                                         any other circumstance, may be delivered to the Facility Office of the Lender.



 


		(f)	If
                                         a Lender nominates an Affiliate, that Lender and that Affiliate:



 


		(i)	will
                                         be treated as having a single Commitment (being the Commitment of that Lender) but for
                                         all other purposes (other than those referred to in paragraphs (c) and (e)(ii) above
                                         and paragraph (ii) below) will be treated as separate Lenders; and



 


		(ii)	will
                                         be regarded as a single Lender for the purpose of:



 


		(A)	voting
                                         in relation to any matter in connection with a Finance Document; and



 


		(B)	compliance
                                         with Clause 29 (Changes to the Lenders).



 






    A-1-79


     


    

 


		(g)	All
                                         payments of principal, interest, fees, costs and commissions in connection with a Designated
                                         Loan shall be for the account of the relevant Designated Affiliate. For the avoidance
                                         of doubt, this shall not apply to any commitment fee which shall be for the account of
                                         the relevant Lender.



 


		(h)	A
                                         Lender that has made a nomination in accordance with paragraph (a) or (g) above may revoke
                                         such nomination in relation to any future Loans by giving the Agent at least five (5)
                                         Business Days’ written notice.



 


		(i)	This
                                         Clause 2.5 is without prejudice to a Lender’s right to transfer its Commitments
                                         to an Affiliate under Clause 29 (Changes to the Lenders).



 


	2.6	Obligors’
                                         Agent



 


		(a)	Each
                                         Obligor (other than the Company), by its execution of this Agreement or an Accession
                                         Deed, irrevocably (to the extent permitted by law) appoints the Company to act severally
                                         on its behalf as its agent in relation to the Finance Documents and irrevocably (to the
                                         extent permitted by law) authorises:



 


		(i)	the
                                         Company on its behalf to supply all information concerning itself contemplated by the
                                         Finance Documents to the Finance Parties and to give and receive all notices, instructions
                                         and other communications under the Finance Documents (including, where relevant, Utilisation
                                         Requests) and to execute on its behalf any Accession Deed and to make such agreements
                                         and to effect the relevant amendments, supplements and variations capable of being given,
                                         made or effected by any Obligor notwithstanding that they may affect the Obligor, without
                                         further reference to or the consent of that Obligor (including, by increasing the obligations
                                         of such Obligor howsoever fundamentally, whether by increasing the liabilities, guarantees
                                         or otherwise); and



 


		(ii)	each
                                         Finance Party to give any notice, demand or other communication to that Obligor pursuant
                                         to the Finance Documents to the Company,



 


and
in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including, without
limitation, 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 and each Finance Party may rely on any action taken by the Obligors'
Agent on behalf of that Obligor.


 


		(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 (to the extent permitted by law). 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.



 






    A-1-80


     


    

 


		(c)	If
                                         (notwithstanding the fact that the guarantees granted under Clause 23 (Guarantees
                                         and Indemnity) are and the Transaction Security is, intended to guarantee and secure,
                                         respectively, all obligations arising under the Finance Documents), any guarantee or
                                         Transaction Security does not automatically extend from time to time to any (however
                                         fundamental and of whatsoever nature and whether or not more onerous) variation, increase,
                                         extension or addition of or to any of the Finance Documents and/or any facility or amount
                                         made available under any of the Finance Documents, each Obligor expressly confirms that
                                         the Obligors' Agent is authorised to confirm such guarantee and/or Transaction Security
                                         on behalf of such Obligor.



 


		(d)	For
                                         the purpose of this Clause 2.6, each Obligor other than the Company (to the extent
                                         necessary under applicable law) shall grant a specific power of attorney (notarized and
                                         apostilled) to the Company and comply with any necessary formalities in connection therewith.



 


		(e)	The
                                         Obligors' Agent shall be released from any applicable restrictions of self-dealing under
                                         any applicable laws of any relevant jurisdiction.



 


	3	Purpose



 


	3.1	Purpose



 


		(a)	Each
                                         Facility B Borrower shall apply all amounts borrowed by it under Facility B towards:



 


		(i)	directly
                                         or indirectly financing the consideration payable for the Acquisition;



 


		(ii)	financing
                                         the payment of Transaction Costs and any other fees, costs and expenses incurred in connection
                                         with the Acquisition or the Refinancing; and/or



 


		(iii)	the
                                         Refinancing,



 


in
each case in accordance with the Funds Flow Statement.


 


		(b)	Each
                                         Revolving Facility Borrower shall apply all amounts borrowed by it by way of Loan under
                                         the Revolving Facility or any Letter of Credit issued under the Revolving Facility and
                                         any Utilisation of any Ancillary Facility established under the Revolving Facility towards
                                         directly or indirectly financing or refinancing the working capital and/or general corporate
                                         purposes of the Group, including without limitation:



 


		(i)	financing
                                         the payment of Transaction Costs, any payment in respect of purchase price adjustments
                                         or earn-out payments related to the Acquisition and any related fees, costs and expenses
                                         including without limitation any original issue discount fees;



 






    A-1-81


     


    

 


		(ii)	directly
                                         or indirectly financing or refinancing the consideration payable for any Permitted Acquisition
                                         or Permitted Joint Venture (including any purchase price adjustments or earn out payments)
                                         or the Acquisition;



 


		(iii)	directly
                                         or indirectly financing or refinancing the payment of Permitted Acquisition Costs;



 


		(iv)	directly
                                         or indirectly refinancing any outstanding indebtedness (including, for the avoidance
                                         of doubt, pursuant to the Refinancing) and any related hedging agreements the Group and/or
                                         of a target and its subsidiaries or a business or an undertaking acquired pursuant to
                                         any Permitted Acquisition or Permitted Joint Venture and financing the payment of any
                                         prepayment premiums, make-whole costs and other costs or fees in relation thereto;



 


		(v)	directly
                                         or indirectly financing or refinancing Capital Expenditure requirements of the Group
                                         and all related fees, costs and expenses; and



 


		(vi)	directly
                                         or indirectly financing or refinancing any fees, costs and expenses related to restructuring
                                         and reorganisation requirements of the Group (including, without limitation, any separation
                                         costs, Restructuring Costs, carve outs and corporate reorganisations related to or arising
                                         in connection with a Permitted Acquisition or Permitted Joint Venture (as the case may
                                         be)).



 


		(c)	[Reserved]



 


	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 Utilisation if on or before the Utilisation Date for that Utilisation
                                         the Agent (acting on instructions from the Majority Lenders) has received all of the
                                         documents and other evidence listed in Part 1 of Schedule 2 (Conditions Precedent
                                         and Conditions Precedent required to be delivered by an Additional Obligor) in form
                                         and substance satisfactory to the Agent (acting reasonably) or receipt of such documents
                                         and evidence has been waived by the Majority Lenders. The Agent shall notify the Company
                                         and the Lenders promptly upon being so satisfied.



 


		(b)	Other
                                         than to the extent that the Majority Lenders 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.



 






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	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 Utilisation other than one to which Clause 4.5 (Utilisations during the Certain Funds
Period) applies, if on the date of the Utilisation Request and on the proposed Utilisation Date:


 


		(a)	in
                                         the case of a Rollover Loan, no Declared Default has occurred and no Event of Default
                                         has occurred and is continuing pursuant to Clauses 28.1 (Payment Default) or 28.8
                                         (Insolvency); and



 


		(b)	in
                                         the case of any other Utilisation:



 


		(i)	no
                                         Default is continuing or would result from the proposed Utilisation; and



 


		(ii)	in
                                         relation to any Utilisation made after the Closing Date, the Repeating Representations
                                         are true in all material respects (or, to the extent a materiality test applies, in all
                                         respects).



 


	4.3	Conditions
                                         relating to Optional Currencies



 


		(a)	A
                                         currency will constitute an Optional Currency if it is:



 


		(i)	in
                                         the case of the Revolving Facility, Euro and US Dollars;



 


		(ii)	[Reserved];
                                         or



 


		(iii)	with
                                         the consent of the Lenders participating in the relevant Utilisation under the Facility
                                         concerned (each acting reasonably), any other currency readily available in the amount
                                         required and freely convertible into the Base Currency in the Relevant Interbank Market
                                         on the Quotation Day and the Utilisation Date for that Utilisation.



 


		(b)	If
                                         by the Specified Time the Agent has received a written request from the Company for a
                                         currency to be approved under paragraph (a) above, the Agent will confirm to the
                                         Company by the Specified Time:



 


		(i)	whether
                                         or not the Lenders under the relevant Facility have granted their approval; and



 


		(ii)	if
                                         approval has been granted, the minimum amount for any subsequent Utilisation in that
                                         currency.



 


	4.4	Maximum
                                         number of Utilisations



 


		(a)	A
                                         Borrower (or the Company) may not deliver a Utilisation Request in respect of the Revolving
                                         Facility if as a result of the proposed Utilisation more than 20 Revolving Facility Utilisations
                                         (such limit not including Letters of Credit) would be outstanding.



 






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		(b)	A
                                         Borrower (or the Company) may not deliver a Utilisation Request in respect of a Letter
                                         of Credit if as a result of the proposed Utilisation more than 20 Letters of Credit would
                                         be outstanding.



 


		(c)	A
                                         Borrower (or the Company) may not deliver a Utilisation Request in respect of Facility
                                         B1 if as a result of the proposed Utilisation more than one Facility B1 Loan would be
                                         outstanding.



 


		(d)	A
                                         Borrower (or the Company) may not deliver a Utilisation Request in respect of Facility
                                         B2 if as a result of the proposed Utilisation more than one Facility B2 Loan would be
                                         outstanding.



 


		(e)	Any
                                         Loan made by a single Lender under Clause 8.2 (Unavailability of a currency)
                                         shall not be taken into account in this Clause 4.4.



 


		(f)	Any
                                         Separate Loan shall not be taken into account in this Clause 4.4.



 


	4.5	Utilisations
                                         during the Certain Funds Period



 


		(a)	Subject
                                         to Clause 4.1 (Initial conditions precedent) and notwithstanding the conditions
                                         of Clause 4.2 (Further conditions precedent), during the Certain Funds Period,
                                         a Lender 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 and the
                                         date of the Utilisation Request:



 


		(i)	no
                                         Change of Control has occurred;



 


		(ii)	it
                                         is not unlawful in any applicable jurisdiction for that Lender to perform any of its
                                         obligations to lend or participate or maintain its Commitment or participation in that
                                         Certain Funds Utilisation;



 


		(iii)	no
                                         Major Default is continuing or would result from the proposed Certain Funds Utilisation;
                                         and



 


		(iv)	the
                                         Major Representations are true in all material respects (or, to the extent the underlying
                                         representation is already subject to materiality, in all respects).



 


		(b)	During
                                         the Certain Funds Period (save in respect of 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 make or enforce any claim under the Finance Documents it may have to the
                                         extent to do so would prevent or limit the making of a Certain Funds Utilisation;



 


		(iii)	refuse
                                         to participate in the making of a Certain Funds Utilisation;



 






    A-1-84


     


    

 


		(iv)	exercise
                                         any right of set-off or counterclaim in respect of a Utilisation to the extent to do
                                         so would prevent or limit the making of a Certain Funds Utilisation; or



 


		(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 to the extent to do so would prevent or limit the making of a Certain
                                         Funds Utilisation,



 


provided
that immediately upon the expiry of the Certain Funds Period 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.


 


	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.


 


	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 Utilisation comply with Clause 5.3 (Currency and amount);
                                         and



 


		(v)	the
                                         proposed Interest Period complies with Clause 15 (Interest Periods).



 


		(b)	Multiple
                                         Utilisations may be requested in a Utilisation Request where the proposed Utilisation
                                         Date is the Closing Date. Only one Utilisation may be requested in each subsequent Utilisation
                                         Request.



 


	5.3	Currency
                                         and amount



 


		(a)	The
                                         currency specified in a Utilisation Request must be:



 


		(i)	in
                                         relation to Facility B1, the Base Currency;



 


		(ii)	in
                                         relation to Facility B2, Euro; and



 


		(iii)	in
                                         relation to the Revolving Facility, the Base Currency or an Optional Currency.



 






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		(b)	The
                                         amount of a proposed Revolving Facility Utilisation by way of a Loan must be in a minimum
                                         amount of £200,000 (or, its equivalent in an Optional Currency) and an integral
                                         multiple of £200,000 (or, its equivalent in an Optional Currency) 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 10.3
                                         (Repayment of Revolving Facility Loans), each Lender shall make its participation
                                         in each Loan available on the Utilisation Date through its Facility Office.



 


		(b)	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 in each case in relation
                                         to the relevant Facility immediately prior to making the Loan.



 


		(c)	The
                                         Agent shall determine the Base Currency Amount of each Revolving 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 cash by the
                                         Specified Time.



 


	5.5	Limitations
                                         on Utilisations



 


		(a)	Facility
                                         B must be drawn in full on the Closing Date.



 


		(b)	The
                                         Revolving Facility may not be utilised unless Facility B has been utilised (but, for
                                         the avoidance of doubt, the Revolving Facility may be utilised contemporaneously with
                                         Facility B).



 


	5.6	Cancellation
                                         of Commitment



 


		(a)	The
                                         Facility B Commitments which, at that time, are unutilised shall be immediately cancelled
                                         at the end of the Availability Period for Facility B.



 


		(b)	The
                                         Revolving Facility Commitments which, at that time, are unutilised shall be immediately
                                         cancelled at the end of the Availability Period for the Revolving Facility or if the
                                         Closing Date has not occurred prior to the end of the Certain Funds Period, at the end
                                         of the Certain Funds Period.



 


	6	Utilisation
                                         – Letters of Credit



 


	6.1	A
                                         Revolving Facility



 


		(a)	A
                                         Revolving Facility may be utilised by a Revolving Facility Borrower by way of Letters
                                         of Credit.



 






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		(b)	Other
                                         than Clause 5.5 (Limitations on Utilisations) and Clause 5.6 (Cancellation
                                         of Commitment), Clause 5 (Utilisation – Loans) does not apply to
                                         utilisations by way of Letters of Credit.



 


	6.2	Delivery
                                         of a Utilisation Request for Letters of Credit



 


A
Revolving Facility Borrower (or the Company on its behalf) may request a Letter of Credit to be issued by delivery to the Agent
of a duly completed Utilisation Request not later than the Specified Time.


 


	6.3	Completion
                                         of a Utilisation Request for Letters of Credit



 


Each
Utilisation Request for a Letter of Credit is irrevocable and will not be regarded as having been duly completed unless:


 


		(a)	it
                                         specifies that it is for a Letter of Credit;



 


		(b)	it
                                         identifies the Borrower of the Letter of Credit;



 


		(c)	it
                                         identifies the relevant Issuing Bank which has agreed to issue the Letter of Credit;



 


		(d)	the
                                         proposed Utilisation Date is a Business Day within the Availability Period applicable
                                         to the relevant Revolving Facility;



 


		(e)	the
                                         currency and amount of the Letter of Credit comply with Clause 6.4 (Currency
                                         and amount);



 


		(f)	the
                                         form of Letter of Credit is attached;



 


		(g)	the
                                         Expiry Date of the Letter of Credit falls on or before the Termination Date in relation
                                         to the relevant Revolving Facility (unless cash cover is provided in respect of such
                                         Letter of Credit prior to the Termination Date);



 


		(h)	the
                                         delivery instructions for the Letter of Credit are specified; and



 


		(i)	subject
                                         to paragraph (a) of Clause 6.5 (Issue of Letters of Credit), the Issuing
                                         Bank is not precluded from issuing a Letter of Credit by law or regulation or its internal
                                         policies to the beneficiary of the Letter of Credit.



 


	6.4	Currency
                                         and amount



 


		(a)	The
                                         currency specified in a Utilisation Request must be the Base Currency or an Optional
                                         Currency.



 


		(b)	The
                                         amount of the proposed Letter of Credit must be an amount whose Base Currency Amount
                                         is not less than such amount as agreed between the Company, the Issuing Bank and the
                                         Agent and not more than the Available Facility.



 






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	6.5	Issue
                                         of Letters of Credit



 


		(a)	If
                                         the conditions set out in this Agreement have been met, the Issuing Bank shall issue
                                         the Letter of Credit on the Utilisation Date.



 


		(b)	Subject
                                         to Clause 4.1 (Initial conditions precedent) the Issuing Bank will only be
                                         obliged to comply with paragraph (a) above in relation to a Letter of Credit (other
                                         than one to which paragraph (c) applies), if on the date of the Utilisation Request or
                                         Renewal Request and on the proposed Utilisation Date:



 


		(i)	in
                                         the case of a Letter of Credit to be renewed in accordance with paragraph (a) or
                                         (b) of Clause 6.6 (Renewal of a Letter of Credit), no notice has been delivered
                                         by the Agent in accordance with paragraphs (a) and (b) of Clause 28.20 (Acceleration);



 


		(ii)	in
                                         the case of any other Utilisation other than one to which paragraph (c) below applies:



 


		(A)	no
                                         Default is continuing or would result from the proposed Utilisation; and



 


		(B)	in
                                         relation to any Utilisation on the Closing Date, all the representations and warranties
                                         in Clause 24 (Representations and Warranties) or, in relation to any other
                                         Utilisation, the Repeating Representations to be made are true in all material respects.



 


		(c)	Subject
                                         to Clause 4.1 (Initial conditions precedent) and notwithstanding the conditions
                                         of paragraph (b) above, during the Certain Funds Period, the Issuing Bank will only be
                                         obliged to comply with paragraph (a) above in relation to a Letter of Credit which is
                                         a Certain Funds Utilisation if, on the proposed Utilisation Date:



 


		(i)	no
                                         Change of Control has occurred;



 


		(ii)	it
                                         is not unlawful in any applicable jurisdiction for the Issuing Bank to issue the Letter
                                         of Credit; and



 


		(iii)	no
                                         Major Default is continuing or would result from the proposed Certain Funds Utilisation.



 


		(d)	During
                                         the Certain Funds Period (save in circumstances where, pursuant to paragraph (c) above,
                                         the Issuing Bank is not obliged to comply with paragraph (a) above, the Issuing
                                         Bank shall not be entitled to:



 


		(i)	rescind,
                                         terminate or cancel this Agreement or the relevant Revolving Facility or exercise any
                                         similar right or remedy or make or enforce any claim under the Finance Documents it may
                                         have to the extent to do so would prevent or limit the issuing of a Letter of Credit
                                         which is a Certain Funds Utilisation;



 


		(ii)	refuse
                                         to issue a Letter of Credit which is a Certain Funds Utilisation;



 






    A-1-88


     


    

 


		(iii)	exercise
                                         any right of set off or counterclaim in respect of Letter of Credit to the extent to
                                         do so would prevent or limit the issuing of a Letter of Credit which is a Certain Funds
                                         Utilisation;



 


		(iv)	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
                                         to the extent to do so would prevent or limit the issuing of a Letter of Credit which
                                         is a Certain Funds Utilisation;



 


		(v)	take
                                         any other action or make or enforce any claim (in its capacity as Issuing Bank) to the
                                         extent that such action, claim or enforcement would directly or indirectly prevent or
                                         limit the Issuing of a Letter of Credit which is a Certain Funds Utilisation,



 


provided
that immediately upon the expiry of the Certain Funds Period all such rights, remedies and entitlements shall be available to
the Issuing Bank notwithstanding that they may not have been used or been available for use during the Certain Funds Period.


 


		(e)	The
                                         amount of each Lender’s participation in each Letter of Credit will be equal to
                                         the proportion borne by its Available Commitment to the Available Facility (in each case
                                         in relation to the relevant Revolving Facility) immediately prior to the issue of the
                                         Letter of Credit.



 


		(f)	The
                                         Agent shall determine the Base Currency Amount of each Letter of Credit which is to be
                                         issued in an Optional Currency and shall notify the Issuing Bank and each Lender of the
                                         details of the requested Letter of Credit and its participation in that Letter of Credit
                                         by the Specified Time.



 


	6.6	Renewal
                                         of a Letter of Credit



 


		(a)	A
                                         Borrower (or the Company on its behalf) may request that any Letter of Credit issued
                                         on behalf of that Borrower be renewed by delivery to the Agent of a Renewal Request in
                                         substantially similar form to a Utilisation Request for a Letter of Credit by the Specified
                                         Time.



 


		(b)	The
                                         Finance Parties shall treat any Renewal Request in the same way as a Utilisation Request
                                         for a Letter of Credit except that the conditions set out in paragraph (f) of Clause 6.3
                                         (Completion of a Utilisation Request for Letters of Credit) shall not apply.



 


		(c)	The
                                         terms of each renewed Letter of Credit shall be the same as those of the relevant Letter
                                         of Credit immediately prior to its renewal, except that:



 


		(i)	its
                                         amount may be less than the amount of the Letter of Credit immediately prior to its renewal;
                                         and



 


		(ii)	its
                                         Term shall start on the date which was the Expiry Date of the Letter of Credit immediately
                                         prior to its renewal, and shall end on the proposed Expiry Date specified in the Renewal
                                         Request.



 






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		(d)	If
                                         the conditions set out in this Agreement have been met, the Issuing Bank shall amend
                                         and re-issue any Letter of Credit pursuant to a Renewal Request.



 


	6.7	Reduction
                                         of a Letter of Credit



 


		(a)	If,
                                         on the proposed Utilisation Date of a Letter of Credit any of the Lenders under a Revolving
                                         Facility is a Non-Acceptable L/C Lender and:



 


		(i)	that
                                         Lender has failed to provide cash collateral to the Issuing Bank in accordance with Clause 7.4
                                         (Cash collateral by Non-Acceptable L/C Lender) following such request by the Issuing
                                         Bank; and



 


		(ii)	either:



 


		(A)	the
                                         Issuing Bank has not required the relevant Borrower to provide cash cover pursuant to
                                         Clause 7.5 (Cash cover by Borrower); or



 


		(B)	the
                                         relevant Borrower has failed to provide cash cover to the Issuing Bank in accordance
                                         with Clause 7.5 (Cash cover by Borrower),



 


then,
the Issuing Bank may refuse to issue that Letter of Credit or, with the agreement of the Company, shall reduce the amount of that
Letter of Credit by an amount equal to the amount of the participation of that Non-Acceptable L/C Lender in respect of that Letter
of Credit and that Non-Acceptable L/C Lender shall be deemed not to have any participation (or obligation to indemnify the Issuing
Bank) in respect of that Letter of Credit for the purposes of the Finance Documents.


 


		(b)	The
                                         Issuing Bank shall notify the Agent and the Company of each reduction made pursuant to
                                         this Clause 6.7.



 


		(c)	This
                                         Clause 6.7 shall not affect the participation of each other Lender in that Letter
                                         of Credit.



 


	6.8	Revaluation
                                         of Letters of Credit



 


		(a)	If
                                         any Letter of Credit is denominated in an Optional Currency, the Agent shall on the last day
                                         of each Financial Year recalculate the Base Currency Amount of each Letter of Credit
                                         by notionally converting into the Base Currency the outstanding amount of that Letter
                                         of Credit on the basis of the Agent’s Spot Rate of Exchange on the date of calculation.



 


		(b)	A
                                         Revolving Facility Borrower (or the Company on its behalf) shall, if so requested by
                                         the Agent or the Issuing Bank, within five Business Days of any calculation under
                                         paragraph (a) above, ensure that within three Business Days sufficient Letters
                                         of Credit are prepaid, or Loans prepaid, to prevent the Base Currency Amount of the Letters
                                         of Credit and the Base Currency Amount of all Loans under the relevant Revolving Facility
                                         from exceeding the relevant Revolving Facility Commitments (after deducting the
                                         total Ancillary Commitments) following any adjustment to a Base Currency Amount under
                                         paragraph (a) above.



 






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	6.9	Reduction
                                         or expiry of Letter of Credit



 


If
the amount of any Letter of Credit is wholly or partially reduced or it is repaid or prepaid or it expires prior to its Expiry
Date, the relevant Issuing Bank and the Borrower that requested (or on behalf of which the Company requested) the issue of that
Letter of Credit shall promptly notify the Agent of the details upon becoming aware of them.


 


	6.10	Effect
                                         of Termination Date



 


Each
Letter of Credit shall be repaid by the Borrower of that Letter of Credit (or the Company on its behalf) on the Termination Date
applicable to the relevant Revolving Facility, (or such earlier date in accordance with this Agreement) provided that if
any Letter of Credit has an Expiry Date ending on or after the Termination Date applicable to the relevant Revolving Facility,
without prejudice to the repayment obligation in Clause 6.8 (Revaluation of Letters of Credit), on such Termination
Date each such Letter of Credit shall be repaid unless, in the case of a Letter of Credit with an Expiry Date falling after such
Termination Date:


 


		(a)	the
                                         relevant Issuing Bank agrees that such Letter of Credit shall continue as between that
                                         Issuing Bank, and the relevant member of the Group on a bilateral basis and not as part
                                         of or under the Finance Documents; and



 


		(b)	save
                                         for any rights and obligations against any other Finance Party under the Finance Documents
                                         arising prior to such Termination Date applicable to the relevant Revolving Facility,
                                         no rights and obligations in respect of the Letter of Credit shall, as between the Finance
                                         Parties, continue, any cash cover or other collateral provided by any Lender in relation
                                         to such Letter of Credit shall be released on the Termination Date, and the Transaction
                                         Security shall not (following release thereof by the Security Agent) support any such
                                         Letter of Credit in respect of any claims that arise after such Termination Date and,
                                         in such circumstances, from the Termination Date paragraph (b) of Clause 7.3 (Indemnities)
                                         and Clause 7.4 (Cash collateral by Non-Acceptable L/C Lender) shall not apply
                                         to any such Letter of Credit or to any claim made or purported to be made under a Letter
                                         of Credit made after the Termination Date applicable to the relevant Revolving Facility.



 


	7	Letters
                                         of Credit



 


	7.1	Immediately
                                         payable



 


If
a Letter of Credit or any amount outstanding under a Letter of Credit is expressed to be immediately payable, the Borrower that
requested (or on behalf of which the Company requested) the issue of that Letter of Credit shall repay or prepay that amount immediately.


 






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	7.2	Claims
                                         under a Letter of Credit



 


		(a)	Each
                                         Borrower irrevocably and unconditionally authorises the Issuing Bank to pay any claim
                                         made or purported to be made under a Letter of Credit requested by it (or requested by
                                         the Company on its behalf) and which claim appears on its face to comply with the terms
                                         of that Letter of Credit and to be in order (in this Clause 7.2, a “claim”).



 


		(b)	Each
                                         Borrower shall within five Business Days of demand pay to the Issuing Bank an amount
                                         equal to the amount of any claim or, provided that no Event of Default is continuing
                                         and no cash collateral has been provided in respect of that claim, may elect to have
                                         that claim converted into a Revolving Facility Loan under the relevant Revolving Facility.



 


		(c)	Each
                                         Borrower acknowledges that the Issuing Bank:



 


		(i)	is
                                         not obliged to carry out any investigation or seek any confirmation from any other person
                                         before paying a claim (including any solvency investigation); and



 


		(ii)	deals
                                         in documents only and will not be concerned with the legality of a claim or any underlying
                                         transaction or any available set-off, counterclaim or other defence of any person.



 


		(d)	The
                                         obligations of a Borrower under this Clause 7 will not be affected by:



 


		(i)	the
                                         sufficiency, accuracy or genuineness of any claim or any other document; or



 


		(ii)	any
                                         incapacity of, or limitation on the powers of, any person signing a claim or other document.



 


	7.3	Indemnities



 


		(a)	Each
                                         Borrower shall within 5 Business Days of demand indemnify the Issuing Bank against
                                         any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of
                                         the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing
                                         Bank under any Letter of Credit requested by (or on behalf of) that Borrower.



 


		(b)	Each
                                         Revolving Facility Lender under the relevant Revolving Facility shall (according to its
                                         L/C Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss
                                         or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s
                                         gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter
                                         of Credit (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance
                                         Document).



 


		(c)	If
                                         any Revolving Facility Lender is not permitted (by its constitutional documents or any
                                         applicable law) to comply with paragraph (b) above, then that Lender will not be
                                         obliged to comply with paragraph (b) and shall instead be deemed to have taken,
                                         on the date the Letter of Credit is issued (or if later, on the date the Lender’s
                                         participation in the Letter of Credit is transferred or assigned to the Lender in accordance
                                         with the terms of this Agreement), an undivided interest and participation in the Letter
                                         of Credit in an amount equal to its L/C Proportion of that Letter of Credit. On receipt
                                         of demand from the Agent, that Lender shall pay to the Agent (for the account of the
                                         Issuing Bank) an amount equal to its L/C Proportion of the amount demanded.



 






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		(d)	The
                                         Borrower which requested (or on behalf of which the Company requested) a Letter of Credit
                                         shall immediately on demand reimburse any Lender for any payment it makes to the Issuing
                                         Bank under this Clause 7.3 in respect of that Letter of Credit.



 


		(e)	The
                                         obligations of each Lender or Borrower under this Clause are continuing obligations and
                                         will extend to the ultimate balance of sums payable by that Lender or Borrower in respect
                                         of any Letter of Credit, regardless of any intermediate payment or discharge in whole
                                         or in part.



 


		(f)	The
                                         obligations of any Lender or Borrower under this Clause will not be affected by any act,
                                         omission, matter or thing which, but for this Clause, would reduce, release or prejudice
                                         any of its obligations under this Clause (without limitation and whether or not known
                                         to it or any other person) including:



 


		(i)	any
                                         time, waiver or consent granted to, or composition with, any Obligor, any beneficiary
                                         under a Letter of Credit or any other person;



 


		(ii)	the
                                         release of any other Obligor or any other person under the terms of any composition or
                                         arrangement with any creditor or any member of the Group;



 


		(iii)	the
                                         taking, variation, compromise, exchange, renewal or release of, or refusal or neglect
                                         to perfect, take up or enforce, any rights against, or security over assets of any Obligor,
                                         any beneficiary under a Letter of Credit or other person or any non-presentation or non-observance
                                         of any formality or other requirement in respect of any instrument (other than the relevant
                                         Letter of Credit) or any failure to realise the full value of any security;



 


		(iv)	any
                                         incapacity or lack of power, authority or legal personality of or dissolution or change
                                         in the members or status of an Obligor, any beneficiary under a Letter of Credit or any
                                         other person;



 


		(v)	any
                                         amendment (however fundamental) or replacement of a Finance Document or any Letter of
                                         Credit or any other document or security;



 


		(vi)	any
                                         unenforceability, illegality or invalidity of any obligation of any person under any
                                         Finance Document, any Letter of Credit or any other document or security including any
                                         change in the purpose of, any extension of or increase in any facility or the addition
                                         of any new facility under any Finance Document or other document or security; or



 


		(vii)	any
                                         insolvency or similar proceedings.



 






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	7.4	Cash
                                         collateral by Non-Acceptable L/C Lender



 


		(a)	If,
                                         at any time, a Lender under a Revolving Facility is a Non-Acceptable L/C Lender, the
                                         Issuing Bank may, by notice to that Lender, request that Lender to pay and that Lender
                                         shall pay, on or prior to the date falling five Business Days after the request
                                         by the Issuing Bank, an amount equal to that Lender’s L/C Proportion of the outstanding
                                         amount of a Letter of Credit and in the currency of that Letter of Credit to an interest-bearing
                                         account held in the name of that Lender with the Issuing Bank.



 


		(b)	The
                                         Non-Acceptable L/C Lender to whom a request has been made in accordance with paragraph (a)
                                         above shall enter into a security document or other form of collateral arrangement over
                                         the account, in form and substance satisfactory to the Issuing Bank, as collateral for
                                         any amounts due and payable under the Finance Documents by that Lender to the Issuing
                                         Bank in respect of that Letter of Credit.



 


		(c)	Subject
                                         to paragraph (f) below, until no amount is or may be outstanding under that Letter
                                         of Credit, withdrawals from the account may only be made to pay to the Issuing Bank amounts
                                         due and payable to the Issuing Bank by the Non-Acceptable L/C Lender under the Finance
                                         Documents in respect of that Letter of Credit or as contemplated by Clause 6.10 (Effect
                                         of Termination Date).



 


		(d)	Each
                                         Lender under a Revolving Facility shall notify the Agent:



 


		(i)	on
                                         the date of this Agreement or on any later date on which it becomes such a Lender in
                                         accordance with Clause 2.2 (Increase) or Clause 29 (Changes to the
                                         Lenders) whether it is a Non-Acceptable L/C Lender within paragraph (a) of the
                                         definition thereof; and



 


		(ii)	as
                                         soon as practicable upon becoming aware of the same, that it has become a Non-Acceptable
                                         L/C Lender,



 


and
an indication in Part 2 (The Original Lenders) of Schedule 1 (The Original Parties), in a Transfer Certificate,
in an Assignment Agreement or in an Increase Confirmation to that effect will constitute a notice under paragraph (d)(i)
to the Agent.


 


		(e)	Any
                                         notice received by the Agent pursuant to paragraph (d) above shall constitute notice
                                         to the Issuing Bank of that Lender’s status and the Agent shall, upon receiving
                                         each such notice, promptly notify the Issuing Bank of that Lender’s status as specified
                                         in that notice.



 


		(f)	If
                                         a Lender who has provided cash collateral in accordance with this Clause 7.4:



 


		(i)	ceases
                                         to be a Non-Acceptable L/C Lender; and



 


		(ii)	no
                                         amount is due and payable by that Lender in respect of a Letter of Credit,



 


that
Lender may, at any time it is not a Non-Acceptable L/C Lender, by notice to the Issuing Bank request that an amount equal to the
amount of the cash provided by it as collateral in respect of that Letter of Credit (together with any accrued interest) standing
to the credit of the relevant account held with the Issuing Bank be returned to it and the Issuing Bank shall pay that amount
to the Lender within five Business Days after the request from the Lender (and shall cooperate with the Lender in order to
procure that the relevant security or collateral arrangement is released and discharged).


 






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	7.5	Cash
                                         cover by Borrower



 


		(a)	If
                                         a Lender which is a Non-Acceptable L/C Lender fails to provide cash collateral (or notifies
                                         the Issuing Bank or the Agent that it will not provide cash collateral) in accordance
                                         with Clause 7.4 (Cash collateral by Non-Acceptable L/C Lender) and the Issuing
                                         Bank notifies the Obligors’ Agent of such event (with a copy to the Agent), the
                                         Borrower of the relevant Letter of Credit or proposed Letter of Credit may (in the case
                                         of a Letter of Credit not yet issued) elect to or (in the case of a Letter of Credit
                                         that has already been issued) shall provide cash cover to an account with the Issuing
                                         Bank in an amount equal to that Lender’s L/C Proportion of the outstanding amount
                                         of that Letter of Credit and in the currency of that Letter of Credit and that Borrower
                                         shall do so within three Business Days after (as the case may be) such election
                                         or the notice is given.



 


		(b)	Notwithstanding
                                         paragraph (e) of Clause 1.2 (Construction), the Issuing Bank may agree
                                         to the withdrawal of amounts up to the level of that cash cover from the account if:



 


		(i)	it
                                         is satisfied that the relevant Lender is no longer a Non-Acceptable L/C Lender; or



 


		(ii)	the
                                         relevant Lender’s obligations in respect of the relevant Letter of Credit are transferred
                                         to a New Lender in accordance with the terms of this Agreement; or



 


		(iii)	an
                                         Increase Lender has agreed to undertake the obligations in respect of the relevant Lender’s
                                         L/C Proportion of the Letter of Credit.



 


		(c)	To
                                         the extent that a Borrower has provided cash cover in accordance with this Clause 7.5,
                                         the relevant Lender’s L/C Proportion in respect of that Letter of Credit will remain
                                         (but that Lender’s obligations in relation to that Letter of Credit may be satisfied
                                         in accordance with paragraph (e)(ii) of Clause 1.2 (Construction)).
                                         However, the relevant Borrower’s obligation to pay any Letter of Credit fee in
                                         relation to the relevant Letter of Credit to the Agent (for the account of that Lender)
                                         in accordance with paragraph (b) of Clause 17.5 (Fees payable in respect
                                         of Letters of Credit) will be reduced proportionately as from the date on which it
                                         complies with that obligation to provide cash cover (and for so long as the relevant
                                         amount of cash cover continues to stand as collateral).



 


		(d)	The
                                         relevant Issuing Bank shall promptly notify the Agent of the extent to which a Borrower
                                         provides cash cover pursuant to this Clause 7.5 and of any change in the amount
                                         of cash cover so provided.



 


	7.6	Rights
                                         of contribution



 


No
Obligor will be entitled to any right of contribution or indemnity from any Finance Party in respect of any payment it may make
under this Clause 7 (Letters of Credit).


 






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	7.7	Lender
                                         as Issuing Bank



 


A
Lender which is also an Issuing Bank shall be treated as a separate entity in those capacities and capable, as a Lender, of contracting
with itself as an Issuing Bank.


 


	7.8	Existing
                                         Letters of Credit



 


Notwithstanding
any provision of this Agreement to the contrary, a Borrower (or the Company on its behalf) may by notice in writing to the Agent
prior to the Closing Date (including in any Utilisation Request) request that any Existing Letter of Credit issued by an Issuing
Bank be deemed a Letter of Credit issued and established under a Revolving Facility and with effect from the date specified in
such notice (being a date falling within the Availability Period of the relevant Revolving Facility) that any such Existing Letter
of Credit shall be a Letter of Credit for all purposes under this Agreement, subject to the Agent having received notification
in writing from the Issuing Bank that it agrees to the Existing Letter of Credit being a Letter of Credit for all purposes under
this Agreement.


 


	8	Optional
                                         Currencies



 


	8.1	Selection
                                         of currency



 


A
Borrower (or the Company on its behalf) shall select the currency of a Revolving Facility Utilisation in a Utilisation Request.


 


	8.2	Unavailability
                                         of a currency



 


If
before the Specified Time on any Quotation Day:


 


		(a)	a
                                         Lender notifies the Agent that an Optional Currency requested under paragraph (a)
                                         of Clause 4.3 (Conditions relating to Optional Currencies) is not readily
                                         available to it in the amount required; or



 


		(b)	a
                                         Lender notifies the Agent that compliance with its obligation to participate in a Loan
                                         in an Optional Currency requested under paragraph (iii) of Clause 4.3(a) (Conditions
                                         relating to Optional Currencies) would contravene a law or regulation applicable
                                         to it,



 


the
Agent will give notice to the relevant Borrower (or the Company on its behalf) to that effect by the Specified Time on that day.
In this event, any Lender that gives notice pursuant to this Clause 8.2 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.


 


	8.3	Agent’s
                                         calculations



 


Each
Lender’s participation in a Loan will be determined in accordance with paragraph (b) of Clause 5.4 (Lenders’
participation).


 






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	9	Ancillary
                                         Facilities



 


	9.1	Type
                                         of Facility



 


An
Ancillary Facility may be by way of any of the following (or any combination of the following):


 


		(a)	an
                                         overdraft, cheque clearing, automatic payment or other current account facility;



 


		(b)	a
                                         guarantee, bonding or documentary or stand-by letter of credit facility;



 


		(c)	a
                                         short-term loan facility;



 


		(d)	a
                                         derivatives facility;



 


		(e)	a
                                         foreign exchange facility; and



 


		(f)	any
                                         other facility or accommodation as may be required or desirable in connection with the
                                         business of the Group and which is agreed by the Company and the relevant Ancillary Lender.



 


	9.2	Availability



 


		(a)	If
                                         the Company and a Lender agree and except as otherwise provided in this Agreement, the
                                         Lender may provide an Ancillary Facility on a bilateral basis in place of all or part
                                         of that Lender’s unutilised Revolving Facility Commitment (which shall (except
                                         for the purposes of determining the Majority Lenders and of Clause 42.4 (Replacement
                                         of Lender) be reduced by the amount of the Ancillary Commitment under that Ancillary
                                         Facility).



 


		(b)	Except
                                         for the Approved Existing Ancillary Facilities which shall be made available on and from
                                         the Closing Date as Ancillary Facilities without any further notice or delivery of information
                                         (but, for the avoidance of doubt, will otherwise be subject to the terms of this Clause 9),
                                         an Ancillary Facility shall not be made available unless at least five Business
                                         Days (or any other period agreed between the Company and the relevant Ancillary Lender)
                                         prior to the Ancillary Commencement Date for that Ancillary Facility, the Agent has received
                                         from the Company a notice in writing of the establishment of that Ancillary Facility
                                         and specifying:



 


		(i)	the
                                         Revolving Facility Borrower(s) (or, subject to Clause 9.9 (Affiliates of Borrowers),
                                         Affiliate(s) of a Revolving Facility Borrower which is/are a member of the Group ) which
                                         may use that Ancillary Facility;



 


		(ii)	the
                                         Ancillary Commencement Date and expiry date of that Ancillary Facility;



 


		(iii)	the
                                         type or types of Ancillary Facility to be provided;



 


		(iv)	the
                                         Ancillary Lender;



 






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		(v)	the amount of the Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the
Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the Designated
Gross Amount) and its maximum net amount (that amount being the Designated Net Amount); and



 


		(vi)	the currency or currencies of that Ancillary Facility (if not denominated in the Base Currency),



 


without prejudice to the rights
of the Agent to so request, any other information which the Agent may reasonably request in relation to that Ancillary Facility.


 


		(c)	The Agent shall promptly notify each Revolving Facility Lender under the relevant Revolving Facility
of the establishment of an Ancillary Facility.



 


		(d)	No amendment or waiver of any term of an 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, for the avoidance of doubt, under this Clause). In such a case,
the provisions of this Agreement with regard to amendments and waivers will apply.



 


		(e)	Subject to compliance with paragraph (b) above:



 


		(i)	the Lender concerned 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.


 


		9.3	Terms of Ancillary Facilities



 


		(a)	Except as provided in paragraph (b) below, the terms of any Ancillary Facility will be those
agreed by the relevant Ancillary Lender and the Company.



 


		(b)	However, those terms:



 


		(i)	to the extent relating to the rate of interest, fees and other remuneration in respect of that
Ancillary Facility, must be based upon the normal market rates and terms at that time of that Ancillary Lender;



 


		(ii)	may only allow Revolving Facility Borrowers (or Affiliates of Revolving Facility Borrowers nominated
pursuant to Clause 9.9 (Affiliates of Borrowers)) to use that Ancillary Facility;



 


		(iii)	may not allow the Ancillary Outstandings to exceed the Ancillary Commitment under that Ancillary
Facility;



 


		(iv)	may not allow the Ancillary Commitment of a Lender to exceed the Available Commitment with respect
to the relevant Revolving Facility of that Lender; and



 




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		(v)	must require that the Ancillary Commitment is reduced to nil, and that all Ancillary Outstandings
are repaid (or cash cover is provided in respect of all the Ancillary Outstandings) not later than the Termination Date for the
relevant Revolving Facility (or such earlier date as the relevant 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 39.3 (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 necessary 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 17.6 (Interest,
commission and fees on Ancillary Facilities).



 


		9.4	Repayment of Ancillary Facility



 


		(a)	An Ancillary Facility shall cease to be available on the Termination Date in relation 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 and to the extent that an Ancillary Facility expires, or is cancelled (in whole or in part)
in accordance with its terms or is otherwise cancelled in accordance with this Agreement, the Ancillary Commitment of the Ancillary
Lender shall be reduced, and the relevant Revolving Facility Commitment of the relevant Lender will immediately be increased,
accordingly by an amount equal to the amount of the Ancillary Commitment of that Ancillary Facility (or, if less, that part of
it which has expired or been cancelled).



 


		(c)	No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for
any liabilities made available or incurred by it under its Ancillary Facility (except where the Ancillary Facility is provided
on a net limit basis to the extent required to bring any gross outstanding down to the net limit) prior to its expiry date unless:



 


		(i)	the relevant Total Revolving Facility Commitments have been cancelled in full, or all outstanding
Utilisations under the relevant Revolving Facility have become due and payable in accordance with the terms of this Agreement,
or the Agent has declared all outstanding Utilisations under the relevant Revolving Facility immediately due and payable, or the
expiry date of the Ancillary Facility occurs; or



 


		(ii)	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



 




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		(iii)	the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Revolving
Facility Utilisation under the Revolving Facility pursuant to which that Ancillary Outstanding was incurred and the Ancillary Lender
gives sufficient notice to enable such Revolving Facility Utilisation to be made to refinance those Ancillary Outstandings.



 


		(d)	For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility
mentioned in paragraph (c)(iii) above can be refinanced by a Utilisation of the Revolving Facility pursuant to which that
Ancillary Outstanding was incurred:



 


		(i)	the relevant Revolving Facility Commitment of the Ancillary Lender will be increased by the
amount of its Ancillary Commitment; and



 


		(ii)	the Utilisation may (so long as paragraph (c)(i) above does not apply) be made irrespective
of whether a Default is outstanding or any applicable condition precedent is not satisfied (but only to the extent that the proceeds
are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of Utilisations)
or paragraph (a)(iv) of Clause 5.2 (Completion of a Utilisation Request for Loans) applies.



 


		(e)	On the making of a Utilisation of a Revolving Facility to refinance all or part of any Ancillary
Outstandings under the same Revolving Facility:



 


		(i)	each Lender will participate in that Utilisation in an amount (as determined by the Agent) which
will result as nearly as possible in the aggregate amount of its participation in the relevant Revolving Facility Utilisations
then outstanding bearing the same proportion to the aggregate amount of the relevant Revolving Facility Utilisations then outstanding
as its relevant Revolving Facility Commitment bears to the relevant Total Revolving Facility Commitments; and



 


		(ii)	the relevant Ancillary Facility shall be cancelled to the extent of such refinancing.



 


		(f)	In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net
Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account
for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into
account by the then current law and regulations in relation to its reporting of exposures to the applicable regulatory authorities
as netted for capital adequacy purposes.



 




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		9.5	Ancillary Outstandings



 


Each Borrower and each Ancillary
Lender agrees with and for the benefit of each Lender that:


 


		(a)	the Ancillary Outstandings under any Ancillary Facility provided by that Ancillary Lender shall
not at any time exceed the Ancillary Commitment applicable to that Ancillary Facility and where the Ancillary Facility is an overdraft
facility comprising more than one account, Ancillary Outstandings under that Ancillary Facility shall not exceed the Designated
Net Amount in respect of that Ancillary Facility; and



 


		(b)	where all or part of the Ancillary Facility is an overdraft facility comprising more than one account,
the Ancillary Outstandings (calculated on the basis that the words “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” of the definition of that term were deleted) shall not exceed the Designated Gross Amount applicable to that Ancillary
Facility.



 


		9.6	Voluntary cancellation of Ancillary Facilities



 


The
Company may, if it gives the Agent and the relevant Ancillary Lender not less than three Business Days’ prior
notice, cancel the whole or any part of the Ancillary Commitment under an Ancillary Facility.


 


		9.7	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.


 


		9.8	Affiliates of Lenders as Ancillary Lenders



 


		(a)	Subject to the terms of this Agreement, an Affiliate of a Revolving Facility Lender may become
an Ancillary Lender. In such case, the Revolving Facility Lender and its Affiliate shall be treated as a single Revolving Facility
Lender whose Revolving Facility Commitment is the amount of such Lender’s Revolving Facility Commitment under the relevant
Revolving Facility. For the purposes of calculating the Lender’s Available Commitment with respect to the relevant Revolving
Facility, the Lender’s Commitment shall be reduced to the extent of the aggregate of the Ancillary Commitments of its Affiliates.



 


		(b)	The Company shall specify any relevant Affiliate of a Revolving Facility Lender in any notice delivered
by the Company to the Agent pursuant to paragraph (b) of Clause 9.2 (Availability).



 




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		(c)	An Affiliate of a Revolving Facility 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 to this Agreement as an Ancillary Lender in accordance with clause 18.9 (Creditor/Agent
Accession Undertaking) of the Intercreditor Agreement.



 


		(d)	If a Lender assigns all of its rights and benefits or transfers all of its rights and obligations
to a New Lender (as defined in Clause 29 (Changes to the Lenders), its Affiliate shall cease to have any obligations
under this Agreement or any Ancillary Document.



 


		(e)	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.



 


		9.9	Affiliates of Borrowers



 


		(a)	Subject to the terms of this Agreement, a member of the Group which is an Affiliate of a Revolving
Facility Borrower may with the approval of the relevant Ancillary Lender become a borrower with respect to an Ancillary Facility.



 


		(b)	The Company shall specify any relevant Affiliate of a Revolving Facility Borrower in any notice
delivered by the Company to the Agent pursuant to paragraph (b) of Clause 9.2 (Availability).



 


		(c)	If a Borrower ceases to be a Revolving Facility Borrower under this Agreement in accordance with
Clause 31.4 (Resignation of an Obligor), its Affiliate shall cease to have any rights under this Agreement or any Ancillary
Document. If an Affiliate of a Revolving Facility Borrower ceases to be an Affiliate of such Revolving Facility Borrower, it 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.



 


		(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.



 


		9.10	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)	the Ancillary Commitment of its Affiliate.



 




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		9.11	Adjustments required in relation to Ancillary Facilities



 


The
Agent may, by notice in writing to the relevant Revolving Facility Lenders, reallocate drawn and undrawn Revolving Facility Commitments
at the end of an Interest Period among relevant Revolving Facility Lenders as may be necessary to ensure that any relevant Revolving
Facility Lender that intends to enter into an Ancillary Facility has an undrawn Revolving Facility Commitment under the relevant
Revolving Facility sufficient to allow it to enter into such Ancillary Facility, provided that for the avoidance of doubt no such
reallocation may increase any Revolving Facility Lender’s Revolving Facility Commitment.


 


		9.12	Adjustment for Ancillary Facilities upon acceleration



 


		(a)	In this Clause 9.12:



 


“Revolving
Outstandings” means, in relation to a Lender, the aggregate of the equivalent in the Base Currency of (i) its
participation in each Revolving Facility Utilisation then outstanding under a particular Revolving Facility (together with the
aggregate amount of all accrued interest, fees and commission owed to it as a Lender under such Revolving Facility), and (ii) if
the Lender is also an Ancillary Lender, the Ancillary Outstandings in respect of Ancillary Facilities provided by that Ancillary
Lender (together with the aggregate amount of all accrued interest, fees and commission owed to it as an Ancillary Lender in respect
of the Ancillary Facility).


 


“Total Revolving Outstandings”
means the aggregate of all Revolving Outstandings.


 


		(b)	If a Declared Default occurs, each Lender and each Ancillary Lender shall promptly adjust by corresponding
transfers (to the extent necessary) their claims in respect of amounts outstanding to them under the relevant Revolving Facility
and each Ancillary Facility 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 relevant Revolving Facility Commitment bears to the relevant Total
Revolving Facility Commitments, each as at the date the notice of such Declared Default is served under Clause 28.20
(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 (a) above,
then each Lender and Ancillary Lender will make a further adjustment by corresponding transfers (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)	Prior to the application of the provisions of paragraph (a) of this Clause 9.12, an Ancillary
Lender that has provided an overdraft comprising more than one account under an Ancillary Facility shall set-off any liabilities
owing to it under such overdraft facility against credit balances on any account comprised in such overdraft facility.



 




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		(e)	All calculation to be made pursuant to this Clause 9.12 shall be made by the Agent based upon
information provided to it by the Lenders and Ancillary Lenders.



 


		9.13	Continuation of Ancillary Facilities



 


		(a)	Each Ancillary Facility shall be prepaid and cancelled on the Termination Date (or such earlier
date in accordance with this Agreement), provided that a Borrower and an Ancillary Lender may, as between themselves only, agree
that any Ancillary Facilities will continue to remain available on a bilateral basis following the Termination Date applicable
to the relevant Revolving Facility or, as the case may be, the date the relevant Revolving Facility Commitments are otherwise cancelled
under this Agreement.



 


		(b)	If any arrangement contemplated in paragraph (a) above is to occur, each relevant Borrower
and the Ancillary Lender shall each confirm that to be the case in writing to the Agent. Upon such Termination Date or, as the
case may be, date of cancellation, any such facility shall continue as between the said entities on a bilateral basis and not as
part of, or under, the Finance Documents. Save for any rights and obligations against any Finance Party under the Finance Documents
arising prior to such Termination Date or, as the case may be, date of cancellation, no such rights or obligations in respect of
such Ancillary Facility shall, as between the Finance Parties, continue and the Transaction Security shall not support any such
facility in respect of any matters that arise after such Termination Date or, as the case may be, date of cancellation.



 


		10	Repayment



 


		10.1	Repayment of Facility B Loans



 


		(a)	Each Facility B Borrower shall repay the aggregate Facility B Loans made to it in full on the Termination
Date in respect of Facility B.



 


		(b)	The Borrowers may not reborrow any part of a Facility B Loan which is repaid.



 


		10.2	[Reserved]



 


		10.3	Repayment of Revolving Facility Loans



 


		(a)	Subject to paragraph (b) below, each Borrower which has drawn a Revolving Facility Loan shall
repay that Revolving Facility Loan on the last day of its Interest Period.



 


		(b)	Without prejudice to each Borrower’s obligation under paragraph (a) above, if one or
more Revolving Facility Loans are to be made available to a Revolving Facility Borrower:



 


		(i)	on the same day that a maturing Revolving Facility Loan is due to be repaid by that Revolving
Facility Borrower;



 




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		(ii)	in the same currency as the maturing Revolving Facility Loan (unless it arose as a result of the
operation of Clause 8.2 (Unavailability of a currency)); and



 


		(iii)	in whole or in part for the purpose of refinancing the maturing Revolving Facility Loan,



 


the aggregate amount of the new
Revolving Facility Loans shall 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:



 


		(I)	the relevant Revolving Facility Borrower will only be required to pay an amount in cash in the
relevant currency equal to that excess; and



 


		(II)	each Revolving Facility Lender’s participation (if any) in the new Revolving Facility Loans
shall be treated as having been made available and applied by the Revolving Facility Borrower in or towards repayment of that Revolving
Facility Lender’s participation (if any) in the maturing Revolving Facility Loan and that Revolving Facility Lender will
not be required to make its participation in the new Revolving Facility Loans available in cash; 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:



 


		(I)	the relevant Revolving Facility Borrower will not be required to make any payment in cash; and



 


		(II)	each Revolving Facility Lender will be required to make its participation in the new Revolving
Facility Loans available in cash only to the extent that its participation (if any) in the new Revolving Facility Loans exceeds
that Revolving Facility Lender’s participation (if any) in the maturing Revolving Facility Loan and the remainder of that
Revolving Facility Lender’s participation in the new Revolving Facility Loans shall be treated as having been made available
and applied by the Revolving Facility Borrower in or towards repayment of that Revolving Facility Lender’s participation
in the maturing Revolving Facility Loan.



 


		(c)	At any time when a Revolving Facility Lender becomes a Defaulting Lender, the maturity date of
each of the participations of that Revolving Facility Lender in the Revolving Facility Loans then outstanding will be automatically
extended to the Termination Date in relation 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.



 




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		(d)	A Revolving Facility Borrower to whom a Separate Loan is outstanding may prepay that Loan by giving
five Business Days’ prior notice to the Agent. The Agent will forward a copy of a prepayment notice received in accordance
with this paragraph (d) to the Defaulting Lender concerned as soon as practicable on receipt.



 


		(e)	Interest in respect of a Separate Loan will accrue for successive Interest Periods selected by
the Revolving Facility Borrower (or the Company on its behalf) by the time and date specified by the Agent (acting reasonably)
and will be payable by that Revolving Facility Borrower to the Defaulting Lender on the last day of each Interest Period of
that Loan.



 


		(f)	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 (c) to (e) above, in which case those paragraphs shall
prevail in respect of any Separate Loan.



 


		10.4	[Reserved]



 


		11	Illegality,
                                         Voluntary Prepayment and Cancellation



 


		11.1	Illegality



 


If after the date of this Agreement
(or, if later, the date the relevant Lender became a Party) it becomes unlawful in any applicable jurisdiction for a Lender, or
it becomes unlawful for an Affiliate of a Lender for that Lender, to perform any of its obligations as contemplated by this Agreement
or to fund, issue or maintain its Commitment or participation in any Utilisation:


 


		(a)	that Lender, shall promptly notify the Agent upon becoming aware of that event setting out the
details thereof;



 


		(b)	upon the Agent notifying the Company, the Commitment of that Lender will be immediately cancelled;
and



 


		(c)	to the extent that Lender’s participation has not been transferred pursuant to Clause 42.4
(Replacement of Lender), each Borrower shall repay that Lender’s participation in the Utilisations made to that Borrower
on the last day of the Interest Period for each Utilisation 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).



 




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		11.2	Illegality in relation to Issuing Bank



 


If after the date of this Agreement
(or, if later, the date on which the relevant Letter of Credit is issued) it becomes unlawful for an Issuing Bank to issue or leave
outstanding any Letter of Credit, then:


 


		(a)	that Issuing Bank shall promptly notify the Agent upon becoming aware of that event;



 


		(b)	upon the Agent notifying the Company, the Issuing Bank shall not be obliged to issue any Letter
of Credit to the extent that such issuance would be unlawful;



 


		(c)	to the extent it would be unlawful for any such Letter of Credit to remain outstanding, the Company
shall procure that the relevant Borrower shall use all reasonable endeavours to procure the release of each Letter of Credit issued
by that Issuing Bank and outstanding at such time on or before the date specified by the Issuing Bank in the notice delivered to
the Agent (being no earlier than the last day of any applicable grace period permitted by law); and



 


		(d)	unless any other Lender is or has agreed to be an Issuing Bank pursuant to the terms of this Agreement,
a Revolving Facility under which the relevant Lender was the Issuing Bank shall cease to be available for the issue of Letters
of Credit until such time as another Lender agrees to be an Issuing Bank.



 


		11.3	Voluntary cancellation



 


The
Company may, if it gives the Agent not less than three Business Days’ (or such shorter period as the Majority
Lenders may agree) prior notice, cancel the whole or any part (being, in the case of Facility B, a minimum amount of £1,000,000,
and, in the case of the Revolving Facility, £500,0000, and, in each case, in further multiples of £500,000) of an Available
Facility. Any cancellation under this Clause 11.3 shall reduce the Commitments of the Lenders rateably under that Facility.


 


		11.4	Voluntary prepayment of Facility B Loans



 


		(a)	A Borrower to which a Facility B Loan has been made may, if it or the Company gives the Agent not
less than three Business Days’ (or such shorter period as the Majority Lenders under the relevant Facility may agree)
prior notice, prepay the whole or any part of that Facility B Loan (but, if in part, being an amount that reduces the amount of
that Facility B Loan by a minimum amount of £1,000,000 and in further multiples of £500,000).



 


		(b)	The Company or a Borrower may elect to apply a prepayment of Facility B Loans made under this Clause 11.4
against any or all of the Terms Loans in such proportions as it selects in its sole discretion.



 


		11.5	Voluntary prepayment of Revolving Facility Utilisations



 


A
Borrower to which a Revolving Facility Utilisation has been made may, if it or the Company gives the Agent not less than
three Business Days’ (or such shorter period as the Majority Lenders under the relevant Revolving Facility may agree)
prior notice, prepay the whole or any part of a Revolving Facility Utilisation (but if in part, being an amount that reduces the
amount of the Revolving Facility Utilisation by a minimum amount of £500,000 or its equivalent and multiples thereof).


 




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		11.6	Right of cancellation and repayment in relation to a single Lender or Issuing Bank



 


		(a)	If:



 


		(i)	any sum payable to any Lender by an Obligor is required to be increased under Clause 18.2
(Tax Gross Up);



 


		(ii)	any Lender or Issuing Bank claims indemnification from an Obligor under Clause 18.3 (Tax
Indemnity) or Clause 19.1 (Increased costs), or



 


		(iii)	any Lender requests payment from any Obligor based on the occurrence of a Market Disruption Event.



 


the
Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give
the Agent notice:


 


		(iv)	(if such circumstances relate to a Lender) of cancellation of the Commitment(s) of that Lender
and its intention to procure the repayment of that Lender’s participation in the Utilisations; or



 


		(v)	(if such circumstances relate to the Issuing Bank) of repayment of any outstanding Letter of Credit
issued by it and cancellation of its appointment as an Issuing Bank under this Agreement in relation to any Letters of Credit to
be issued in the future.



 


		(b)	On receipt of a notice referred to in paragraph (a) above in relation to a Lender, the Commitment(s)
of that Lender shall immediately be reduced to zero.



 


		(c)	On the last day of each Interest Period which ends after the Company has given notice under paragraph
(a) above in relation to a Lender (or, if earlier, the date specified by the Company in that notice), each Borrower to which a
Utilisation is outstanding shall repay that Lender’s participation in that Utilisation together with all interest and other
amounts accrued under the Finance Documents.



 


		11.7	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 Business Days’ notice of cancellation of each Available Commitment of
that Lender.



 


		(b)	On the notice referred to in paragraph (a) above becoming effective, each Available Commitment
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.



 




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		11.8	Right of prepayment of Non-Consenting Lender



 


If
any Lender becomes a Non-Consenting Lender (as defined in Clause 42.4 (Replacement of Lender) below) the Company
may within 90 days after the date on which that Lender is deemed to be a Non-Consenting Lender (and provided such Lender continues
to be a Non-Consenting Lender) cancel the Commitments of such Non-Consenting Lender and prepay all (but not part only) of the participations
of such Non-Consenting Lender in the Facilities together with all interest and other amounts accrued under the Finance Documents,
provided that it may only make such prepayment using Retained Excess Cash and/or New Shareholder Injections (in each case to the
extent Not Otherwise Applied).


 


		12	Mandatory
                                         Prepayment



 


		12.1	Exit and Sale



 


If a Change
of Control or a Sale (an “Exit Event”) occurs:


 


		(a)	the Company shall promptly notify the Agent upon becoming aware of that Exit Event (and may notify
the Agent prior to the relevant Exit Event) and the Agent shall promptly notify the Lenders and Issuing Bank accordingly; and



 


		(b)	each Lender shall be entitled to cancel its Commitments and require repayment of all of its participation
in the Utilisations and payment of all amounts owing to it under the Finance Documents and each Issuing Bank shall be entitled
to require that any Letters of Credit issued by it are prepaid and cancelled, in each case by written notice (an “Exit
Notice”) to the Company and the Agent within 15 Business Days of the Company notifying the Agent that the Exit Event
has or will occur, whereupon:



 


		(i)	the undrawn Commitments of such Lender shall be cancelled on the date such Exit Notice is received
by the Agent and the Company (or, if later, the date the relevant Exit Event occurs), or as otherwise agreed between the Company
and the relevant Finance Party, and such Lender shall have no obligation to fund or participate in any new Utilisation or utilisation
of an Ancillary Facility or Fronted Ancillary Facility (as the case may be) and, in the case of an Issuing Bank, such Issuing Bank
shall have no obligation to issue any new Letter of Credit; and



 


		(ii)	on the date falling 30 Business Days after such Lender or Issuing Bank (as the case may be) provides
such Exit Notice to the Agent and the Company (or, if later, the date on which the relevant Exit Event occurs) or as otherwise
agreed between the Company and the relevant Finance Party, all outstanding Utilisations provided by such Lender and Ancillary Outstandings
of such Lender (and/or, in the case of an Issuing Bank, all Letters of Credit provided by that Issuing Bank), together with accrued
interest, and all other amounts accrued or owing to such Lender (or Issuing Bank, as the case may be) under the Finance Documents
shall become immediately due and payable, and the relevant Borrower will immediately prepay all Utilisations and amounts provided
by or owing to that Lender and procure that any cash collateral provided by that Lender is immediately released and (unless otherwise
agreed between the Company and that Lender) any Letter of Credit or Ancillary Facility provided by that Lender (or Issuing Bank,
as the case may be) is prepaid and cancelled,



 




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provided that,
if a Lender or Issuing Bank has not submitted an Exit Notice to the Agent and the Company in accordance with the provisions of
this Clause 12.1 within 15 Business Days of being notified of such Exit Event by the Agent in accordance with this Clause 12.1,
in respect of that Exit Event (only), that Lender shall not be able to cancel its Commitments or require repayment of its share
of the Utilisations and the prepayment of any other amount owing to it under the Finance Document and an Issuing Bank shall not
be entitled to require that any Letter of Credit issued by it are repaid and cancelled, in each case pursuant to this Clause 12.1.


 


		12.2	Disposal and insurance and recovery proceeds



 


		(a)	In this Agreement:



 


“Disposal”
means any sale, lease, licence, transfer, loan or other disposal of all or any part of any asset, undertaking or business
(whether by a voluntary or involuntary single transaction or series of transactions) of any member of the Group.


 


“Disposal
Proceeds” means the Net Cash Proceeds received by the Group in relation to any Disposal (or series of related Disposals)
(including each Disposal falling within paragraph (s) of the definition of Permitted Disposal) except for Excluded Disposal
Proceeds.


 


“Excluded
Disposal Proceeds” means the Net Cash Proceeds received by the Group of any Disposal (but excluding, for all purposes,
each Disposal falling within paragraph (s) of the definition of Permitted Disposal):


 


		(i)	of assets made in the ordinary course of trading of the disposing entity;



 


		(ii)	to the extent falling within paragraphs (a), (b), (c), (d), (f), (h), (i), (j), (k), (l), (n),
(o), (p) (unless otherwise agreed with the relevant Majority Lenders) and/or (r) of the definition of Permitted Disposals, in each
case to the extent such Net Cash Proceeds do not need to be applied in any repayment, prepayment or acquisition of any Permitted
Financial Indebtedness which ranks pari passu with Facility B and the New Senior Secured Debt;



 


		(iii)	[Reserved];



 


		(iv)	[Reserved];



 


		(v)	[Reserved]; and



 


		(vi)	[Reserved].



 


“Excluded
Insurance Proceeds” means the Net Cash Proceeds received by the Group of any insurance claim:


 


		(i)	which are received in respect of third party liability, public liability, directors liability,
business interruption (covering certain operating losses or in reinstatement of the relevant asset or otherwise in amelioration
of the relevant loss), loss of earnings or similar claims; or



 




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		(ii)	in respect of the loss or destruction of assets and where the Net Cash Proceeds of such insurance
claim are, within 12 Months of receipt, applied (x) in the replacement, reinstatement and/or repair of the relevant asset
(or reimbursement of a member of the Group for funding any of the foregoing) or (y) to be otherwise applied in mandatory prepayment
of the Facilities in accordance with Clause 12.4 (Application of prepayments);



 


		(iii)	[Reserved]; or



 


		(iv)	[Reserved].



 


“Excluded Recovery
Proceeds” means the Net Cash Proceeds received by the Group of any Recovery Claim:


 


		(i)	which are, within 12 Months of receipt, applied by the board of the Company (x) to satisfy (or
reimburse a member of the Group which has discharged) a liability of a member of the Group in compensation for a loss or in rectifying
the deficiency (including, without limitation, tax liability, environmental liability, litigation and working capital deficiency)
giving rise to that Recovery Claim or (y) to be otherwise applied in mandatory prepayment of the Facilities in accordance with
Clause 12.4 (Application of prepayments);



 


		(ii)	[Reserved]; or



 


		(iii)	[Reserved].



 


“Insurance
Proceeds” means the Net Cash Proceeds received by the Group of any insurance claim (or series of related insurance
claims) received in respect of the loss or destruction of assets of the Group except for Excluded Insurance Proceeds.


 


“Net
Cash Proceeds” means the cash proceeds, in each case, consequent upon a Disposal, insurance claim, Recovery Claim
or capital raise, in each case, after deducting:


 


		(i)	all taxes incurred and required to be paid or reserved against (as reasonably determined by the
Company on the basis of their existing rates) by the seller or claimant in relation to the Disposal, insurance claim or Recovery
Claim (including without limitation any Taxes incurred as a result of the transfer of any cash consideration intra-Group);



 


		(ii)	any reasonable fees, costs and expenses (including, for the avoidance of doubt, reasonable legal
fees, reasonable agents’ commission, reasonable auditors’ fees, reasonable out-of-pocket reorganisation costs (including
Restructuring Costs, both preparatory to, and in consequence of, the relevant Disposal, insurance claim or Recovery Claim)) incurred
by a member of the Group to persons who are not members of the Group;



 




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		(iii)	any amount required to be applied in repayment or prepayment of any Financial Indebtedness other
than the Facilities (including, without limitation, to an entity the subject of a Disposal, amounts to be repaid or prepaid to
the entity disposed of in respect of intra-Group indebtedness and any third party debt secured on the assets disposed of which
is to be repaid or prepaid out of those proceeds provided that cash received by an intra-Group lender as a result of that repayment
shall be Net Cash Proceeds) or amounts owed to partners in Permitted Joint Ventures as a consequence of that Disposal, insurance
claim or Recovery Claim; and



 


		(iv)	any reasonable amounts retained to cover indemnities, contingent and other liabilities in connection
with the Disposal, insurance claim or Recovery Claim (and provided that, if the relevant liability in respect of which such amounts
are retained does not arise, such amounts shall be treated as Net Cash Proceeds).



 


“Recovery
Claim” means:


 


		(i)	any claim against the Vendor (or any of their respective Affiliates, employees, officers or advisers,
or any other person) in relation to the Acquisition Documents; and



 


		(ii)	any claim against the provider of any Report.



 


“Recovery
Proceeds” means the Net Cash Proceeds of any Recovery Claim except for Excluded Recovery Proceeds.


 


		(b)	The Company shall ensure that an amount equal to the following amounts is applied in prepayment
of the Facilities at the times and in the order of application contemplated by Clause 12.4 (Application of prepayments):



 


		(i)	an amount equal to any Disposal Proceeds;



 


		(ii)	an amount equal to any Insurance Proceeds; and



 


		(iii)	an amount equal to any Recovery Proceeds.



 


		(c)	Any prepayment under this Clause 12.2 shall, unless the Company makes an election under paragraph (d)
below, be made promptly (and by no later than 15 Business Days) after the relevant circumstance or event giving rise to such
prepayment.



 


		(d)	The Company may elect that any prepayment under this Clause 12.2 shall be applied in prepayment
of a Loan on the last day of the Interest Period relating to that Loan provided that:



 


		(i)	if the Company makes such an election then a proportion of the Loan equal to the amount of the
relevant prepayment shall be due and payable on the last day of its next Interest Period; and



 




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		(ii)	no such election may be made at any time while an Event of Default has occurred and is continuing,
and if the Company has so made an election under this paragraph (d) but an Event of Default has occurred and is continuing,
that election shall no longer apply and a proportion of the Loan in respect of which the election was made equal to the amount
of the relevant prepayment shall be immediately due and payable (if the Majority Lenders so require in writing).



 


		12.3	Excess Cash Flow



 


The
Company will ensure that as soon as reasonably practicable, and in any event within 10 Business
Days of the delivery of the Annual Financial Statements for the relevant Financial Year (commencing with the first full Financial
Year after the Closing Date), the Facilities shall be prepaid in accordance with Clause 12.4 (Application of prepayments)
in an amount (if positive) equal to the applicable percentage of the Excess Cash Flow for such Financial Year provided that following
the application of the applicable percentage, there shall be deducted from the remaining balance of Excess Cash Flow for such Financial
Year:


 


		(a)	the Excess Cash Flow De Minimis Amount; and



 


		(b)	the amount of any voluntary prepayments and Debt Purchase Transactions of Financial Indebtedness
by the Group in that Financial Year and between the end of that Financial Year and the date on which the prepayment is to be made
hereunder (provided that any such amount so deducted may not be deducted in any subsequent calculation)).



 


The applicable
percentage is set out in the table below opposite the applicable Leverage Ratio as demonstrated by the Annual Financial Statements
for such Financial Year and, for this purpose, the Leverage Ratio shall be calculated taking into account any prepayment made under
this Clause until such time (if any) as such ratio falls to the next or subsequent level, whereupon that applicable percentage
shall apply:


 


	Leverage Ratio	 	Percentage of 

Excess 

Cash Flow	 
	 	 	 	 
	Greater than or equal to 2.9:1	 	 	50	%
	 	 	 	 	 
	Less than 2.9:1 but greater than 2.4:1	 	 	25	%
	 	 	 	 	 
	Equal to or less than 2.4:1	 	 	0	%



 


		12.4	Application of prepayments



 


		(a)	Subject to the terms of the Intercreditor Agreement, prepayments made pursuant to this Clause 12
(Mandatory Prepayment) shall be applied in the following order:



 


		(i)	[Reserved];



 




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		(ii)	first, in prepayment of the Facility B Loans, pro rata;



 


		(iii)	secondly, in cancellation of the Available Commitments under Facility B pro rata (and the Available
Commitment of the respective Lenders under Facility B will be cancelled rateably);



 


		(iv)	thirdly, in cancellation of the Available Commitments under each Revolving Facility pro rata (and
the Available Commitment of the respective Lenders under the relevant Revolving Facility will be cancelled rateably);



 


		(v)	fourthly, in permanent prepayment and cancellation of Revolving Facility Utilisations pro-rata
(such that any outstanding Revolving Facility Loans shall be prepaid before outstanding Letters of Credit) and cancellation of
Revolving Facility Commitments pro rata; and



 


		(vi)	then, in prepayment and cancellation of the Ancillary Outstandings and Ancillary Commitments pro
rata.



 


		(b)	[Reserved]



 


		(c)	A prepayment which is to be applied to prepay the Facility B Loans under paragraph (a) above shall,
subject to Clause 12.5 (Right to Refuse Prepayment), be applied in amounts which reduce the relevant Facility B Loans
by the same proportion, and, as within any Facility, against such Loans as the Company may select.



 


		(d)	The Company and each other Obligor shall use all reasonable endeavours to ensure that any transaction
giving rise to a prepayment obligation or obligation to provide cash cover is structured in such a way that it will not be unlawful
for the Obligors to move the relevant proceeds received between members of the Group to enable a mandatory prepayment to be lawfully
made, cash cover lawfully provided and the proceeds lawfully applied as provided under this Clause 12 (Mandatory Prepayment),
and/or to minimise the costs and Taxes of making such mandatory prepayment (including using all reasonable endeavours to fund such
payment from surplus cash in the Group that is not so trapped provided doing so would not be materially prejudicial to overall
Group liquidity or the availability of such cash to members of the Group requiring funds). If, however the costs and Taxes of making
(or moving the funds to make) such mandatory prepayment would exceed three per cent. of the amount of such payment at
that time or after the Company and each such Obligor has used all such reasonable endeavours and taken such reasonable steps, it
will still:



 


		(i)	be unlawful (including, without limitation, by reason of thin capitalisation, capital maintenance,
financial assistance, corporate benefit restrictions on upstreaming cash intra-group and the fiduciary and statutory duties of
the directors or other officers of any member of the Group or give rise to material risk of personal liability of such officers
or directors) or breach contractual restrictions (that were not entered into for the purpose of limiting such prepayment) for such
a prepayment to be made and/or cash cover to be provided and the proceeds so applied (including where counsel to the Group has
advised that there is a reasonable likelihood of personal liability of management or shareholders);



 




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		(ii)	be unlawful (including, without limitation, by reason of thin capitalisation, capital maintenance,
financial assistance, corporate benefit restrictions on upstreaming cash intra-group and the fiduciary and statutory duties of
the directors or other officers of any member of the Group or give rise to material risk of personal liability of such officers
or directors) or breach contractual restrictions (that were not entered into for the purpose of limiting such prepayment) to make
funds available to a member of the Group that could make such a prepayment and/or provide such cash cover (including where counsel
to the Group has advised that there is a reasonable likelihood of personal liability of management or shareholders),



 


then such prepayment and/or provision
of cash cover shall not be required to be made (and, for the avoidance of doubt, the relevant amount shall be available for the
general corporate and/or working capital purposes of the Group and shall not be required to be paid to any blocked account) provided
always that if the restriction preventing such payment/provision of cash cover or giving rise to such liability is subsequently
removed, any relevant proceeds will immediately be applied in prepayment and/or the provision of cash cover in accordance with
this Clause 12 (Mandatory Prepayment) at the end of the relevant Interest Period(s) to the extent that such payment
has not otherwise been made.


 


		(e)	The obligation to make a mandatory prepayment under Clause 12.1 (Exit and Sale) shall
not be subject to any limitation set out under paragraph (d) above.



 


		(f)	If any Facility B Loans are prepaid in accordance with Clause 11.4 (Voluntary prepayment
of Facility B Loans) then:



 


		(i)	the Company may, by giving not less than three Business Days’ notice to the Agent, select
in the case of Facility B, which Borrower or Borrowers (if more than one) under Facility B shall effect repayment of each Loan;
or



 


		(ii)	if the Company does not make an election under this paragraph, each Borrower shall effect such
repayment on a pro rata basis.



 


		12.5	Right to Refuse Prepayment



 


		(a)	The Agent shall notify
the Lenders as soon as practicable of any proposed prepayment of Facility B Loans under Clause 12.2 (Disposal and
insurance and recovery proceeds ) or Clause 12.3 (Excess Cash Flow) whereupon the Agent shall notify the Lenders
accordingly.



 


		(b)	If a Facility B Lender
(a “Non Accepting Lender”) to which the proposed payment under Clause 12.2 (Disposal and insurance
and recovery proceeds ) or 12.3 (Excess Cash Flow) would otherwise be made, gives notice (which may be given electronically)
to the Agent by 11.00 a.m. on the third Business Day prior to the date on which a prepayment referred to in paragraph (a) above
is to be made (or such shorter period as the Majority Lenders may agree), that Lender will waive its right to receive such prepayment
to the extent specified in its notice.



 




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		(c)	If any Non Accepting Lender delivers any notice under paragraph (b) above, at the election of the
Company, the amount in respect of which that Non Accepting Lender has waived its right to prepayment (the “Waived Amount”)
may, at the election of the relevant Non Accepting Lender, be allocated to any of its Affiliates and/or Related Funds which are
also Lenders at the relevant time, and otherwise shall be (i) offered to the other Facility B Lenders (pro rata to their respective
Facility B Commitments) (with the balance of the Waived Amount which those Facility B Lenders elect not to receive being permitted
to be applied in accordance with sub-paragraphs (ii) and (iii) of this paragraph (c)), (ii) prepaid to the relevant Non Accepting
Lender, or (iii) retained by the Group and shall be permitted to be applied towards any purpose expressly permitted by this Agreement.



 


		12.6	Excluded proceeds



 


		(a)	Where Excluded Recovery Proceeds, Excluded Disposal Proceeds and Excluded Insurance Proceeds include
amounts which are intended to be used for a specific purpose within a specified period (as set out in the applicable definition
of Excluded Recovery Proceeds, Excluded Disposal Proceeds or Excluded Insurance Proceeds), the Company shall ensure that those
amounts are used for that purpose and/or otherwise applied in prepayment of the Facilities in accordance with this Clause 12.



 


		(b)	Subject to (a) above, any proceeds of Disposals, insurance claims, Recovery Claims and Excess Cash
Flow not, in each case, required to be applied in prepayment of the Facilities hereunder, may be retained by the Group for its
general corporate purposes and application by it in any manner not restricted by the Finance Documents or to fund or make Capital
Expenditure, Permitted Acquisitions, Permitted Joint Ventures, Permitted Loans, Permitted Guarantees, or Permitted Payments or
refinance amounts applied for any of the foregoing.



 


		12.7	Holding account



 


		(a)	All Net Cash Proceeds of any Disposal, Permitted Share Issuer, Financial Indebtedness, insurance
claim or Recovery Claim (and any Excess Cashflow which is required to be applied in prepayment of the Facilities) must, as soon
as is reasonably practicable upon receipt by a member of the Group, be deposited into a bank account (the “Holding Account”)
in the UK in the name of the Original Facility B Borrower and charged by way of first fixed charge in favour of the Security Agent
pending application of amounts in accordance with the proceeding provisions of this Clause 12 (Mandatory Prepayment).



 


		(b)	No member of the Group may make withdrawals from the Holding Account without the prior written
consent of the Security Agent.



 


		(c)	Subject to paragraph (d) below, each Obligor irrevocably authorises the Agent and Security Agent
to apply amounts credited to the Holding Account on the due date for application in prepayment under the proceeding provisions
of this Clause 12 or immediately in prepayment of the Facilities if a Default has occurred and is continuing.



 




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		(d)	The Agent and/or the Security Agent shall not be required to make any withdrawals in accordance
with paragraph (c) above unless it has received a bank account mandate for the Holding Account.



 


		13	Restrictions



 


		13.1	Notices of Cancellation or Prepayment



 


Any
notice of cancellation, prepayment, authorisation or other election given by any Party under Clause 11 (Illegality,
Voluntary Prepayment and Cancellation) or Clause 12.5 (Right to Refuse Prepayment) shall (subject to the terms
of those Clauses), unless a contrary indication appears in this Agreement, specify the date or dates upon which the relevant cancellation
or prepayment is to be made and the amount of that cancellation or prepayment. In the event that a Borrower delivers a conditional
or revocable notice of voluntary cancellation and/or voluntary prepayment under this Agreement, which it shall be permitted to
do, that Borrower shall be liable for any Break Costs if the relevant prepayment is not made.


 


		13.2	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,
Clause 13.9 (Facility B Prepayment Fee – Year 1), Clause 13.10 (Facility B Prepayment Fee/Repayment Fee
– Year 5) and Clause 13.11 (Facility B Additional Fee - September 2021 Date), without premium or penalty.


 


		13.3	No reborrowing of Facility B



 


No Borrower may reborrow any
part of Facility B which is prepaid.


 


		13.4	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.


 


		13.5	Prepayment in accordance with Agreement



 


No Borrower shall repay or prepay
all or any part of the Utilisations or cancel all or any part of the Commitments except at the times and in the manner expressly
provided for in this Agreement.


 


		13.6	No reinstatement of Commitments



 


Subject
to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently
reinstated.


 




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		13.7	Agent’s receipt of Notices



 


If
the Agent receives a notice under Clause 11 (Illegality, Voluntary Prepayment and Cancellation) or an election
under Clause 12.5 (Right to Refuse Prepayment), it shall promptly forward a copy of that notice or election to either
the Company or the affected Lender, as appropriate.


 


		13.8	Effect of Repayment and Prepayment on Commitments



 


If
all or part of a participation of a Lender in a Facility B Loan is repaid or prepaid and is not available for redrawing,
that Lender’s Commitment under the relevant Facility shall be reduced and cancelled by an amount equal to the amount repaid
or prepaid.


 


		13.9	Facility B Prepayment Fee – Year 1



 


		(a)	Subject to paragraph (b) below, if any Facility B Loan is prepaid pursuant to Clause 11.4 (Voluntary
prepayment of Facility B Loans) prior to the date falling twelve (12) Months after the Closing Date:



 


		(i)	in connection with any Approved Acquisition, in addition to all other sums required to be paid
under this Agreement in connection with such prepayment, including all accrued and unpaid interest and Break Costs (if any), the
Company shall (within five (5) Business Days of such prepayment taking effect) pay (or procure the payment of) to the Agent (for
the account of the Facility B Lenders pro rata to their participation in that Facility B Loan at the time of that prepayment)
a prepayment fee equal to two (2) per cent. of the principal amount prepaid, refinanced or repriced; or



 


		(ii)	other than in connection with any Approved Acquisition, in addition to all other sums required
to be paid under this Agreement in connection with such prepayment, including all accrued and unpaid interest and Break Costs (if
any), the Company shall (within five (5) Business Days of such prepayment taking effect) pay (or procure the payment of) to the
Agent (for the account of the Facility B Lenders pro rata to their participation in that Facility B Loan at the time of
that prepayment) a prepayment fee equal to the Make-Whole Amount in respect of the principal amount prepaid, refinanced or repriced.



 


		(b)	The fee set out in paragraph (a) above shall not be due in respect of any portion of a Facility
B Commitment of a Lender the prepayment of which is financed directly or indirectly from the proceeds of any Financial Indebtedness
in respect of which that Lender (or any of its Affiliates or Related Funds) is an arranger, an underwriter or a lender, as the
case may be.



 




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		13.10	Facility B Prepayment/Repayment Fee – Year 5



 


		(a)	Subject to paragraph (b) below, if any Facility B Loan is prepaid pursuant to Clause 11.4 (Voluntary
prepayment of Facility B Loans) on or after the date falling on the fourth anniversary of the Closing Date or is repaid pursuant
to Clause 10.1 (Repayment of Facility B Loans) then, in addition to all other sums required to be paid under this Agreement
in connection with such prepayment or repayment (as applicable), including all accrued and unpaid interest and Break Costs (if
any), the Company shall (within five (5) Business Days of such prepayment or repayment (as applicable) taking effect) pay (or procure
the payment of) to the Agent (for the account of the Facility B Lenders pro rata to their participation in that Facility
B Loan at the time of that prepayment or repayment (as applicable)) a prepayment/repayment fee equal to two (2) per cent. of the
principal amount prepaid or repaid.



 


		(b)	The fee set out in paragraph (a) above shall not be due in respect of any portion of a Facility
B Commitment of a Lender the prepayment or repayment of which is financed directly or indirectly from the proceeds of any Financial
Indebtedness in respect of which that Lender (or any of its Affiliates or Related Funds) is an arranger, an underwriter or a lender,
as the case may be.



 


		13.11	Facility B Additional Fee - September 2021 Date



 


In the event
that any Facility B Loan (or portion thereof) is repaid, prepaid or otherwise becomes due and payable after the September 2021
Date, on the date on which such Facility B Loan (or portion thereof) is repaid, prepaid or otherwise becomes due and payable an
Exit Fee shall become immediately due and payable by the Obligors to the Facility B Lenders (on a pro rata basis) with respect
to such Facility B Loan (or portion thereof) being (or which is due to be) repaid, prepaid or otherwise becoming due and payable.
For the avoidance of doubt, the Exit Fee shall be in addition to all other sums required to be paid under this Agreement in connection
with such repayment or prepayment of such Facility B Loan (or portion thereof) or otherwise then due and payable (as applicable)
(including, without limitation, all accrued and unpaid interest and Break Costs (if any) and any other amounts payable under or
in connection with this Clause 13). The Company shall promptly notify the Agent each time a payment of such additional fee has
been made to the Agent. For purposes hereof, an “Exit Fee” shall mean, in respect of each Facility B Lender, a
fee in an aggregate amount equal to 0.75 per cent. of the amount of each such Facility B Lender’s participations in any Facility
B Loan (or portion thereof) being (or which is due to be) repaid, prepaid or otherwise becoming due and payable, calculated as
at the date of such repayment or prepayment or date on which such amount otherwise became due and payable (for the avoidance of
doubt, as increased to give effect to the capitalisation of interest pursuant to Clause 14.7 (Capitalisation of April Interest
Payment)).


 


		14	Interest



 


		14.1	Calculation of interest



 


Subject to Clause 14.7 (Capitalisation
following September 2021 Date), the rate of interest on each Loan for each Interest Period is the percentage rate per annum
which is the aggregate of the applicable:


 


		(a)	Margin; and



 


		(b)	EURIBOR or LIBOR as the case may be.



 




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		14.2	Payment of interest



 


		(a)	Subject to Clause 14.6 (Capitalisation of April Interest Payment) and Clause 14.7 (Capitalisation
following September 2021 Date), the Borrower to which a Loan has been made shall pay accrued interest on that Loan on the last day
of each Interest Period (and, if the Interest Period is longer than six Months, on the dates falling at six Monthly intervals
after the first day of the Interest Period).



 


		(b)	[Reserved]



 


		14.3	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 2 per cent. higher than the aggregate rate which would have been payable
or accrued if the overdue amount had, during the period of non-payment, constituted a 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 14.3 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
1 per cent. 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 (to the extent permitted
under applicable law) with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain
immediately due and payable.



 


		14.4	Notification of rates of interest



 


The
Agent shall promptly notify the Lenders and the relevant Borrower (or the Company) of the determination of a rate of interest
under this Agreement.


 


		14.5	Replacement of Screen Rate



 


		(a)	If any Screen Rate is not available for a currency which can be selected for a Loan and the Agent
determines that this situation is unlikely to be temporary (which determination shall be conclusive absent manifest error), any
amendment or waiver which relates to providing for another benchmark rate to apply in relation to that currency in place of that
Screen Rate (or which relates to aligning any provision of a Finance Document to the use of that other benchmark rate) may be made
with the consent of the Majority Lenders and the Company.



 




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		(b)	If, following consultation between the Company and the Majority Lenders, another benchmark rate
cannot be agreed upon by the date which is five (5) Business Days before the end of the current Interest Period, the Screen Rate
applicable to any Lender’s share of a Loan shall be replaced by the rate certified to the Agent by that Lender as soon as
practicable (and in any event by the date falling two (2) Business Days before the date on which interest is due to be paid in
respect of that Interest Period) to be that which expresses as a percentage rate per annum the cost to the relevant Lender of funding
its participation in that Loan in the relevant interbank market.



 


		14.6	Capitalisation of April Interest Payment



 


Each April Interest Payment (together
with all accrued default interest thereon) shall be capitalised and added to the aggregate principal amount of the relevant Facility
on and with effect from the Effective Date.


 


		14.7	Capitalisation following September 2021 Date



 


		(a)	On and with effect from the September 2021 Date, PIK Margin shall accrue on a daily basis on, and
be payable by each Borrower of, the principal amount of each Facility B1 Loan and each Facility B2 Loan.



 


		(b)	The PIK Margin payable in accordance with paragraph (a) above in respect of each Facility B1 Loan
and each Facility B2 Loan shall, on the last day of each Interest Period, be automatically capitalised and added to the outstanding
principal amount of each Facility B1 Loan and each Facility B2 Loan (as applicable) and will subsequently be treated for all purposes
under this Agreement and the other Finance Documents as being part of the principal amount of such Facility B1 Loan and such Facility
B2 Loan (as applicable). Accordingly, all such amounts of capitalised interest in relation to Facility B1 and Facility B2:



 


		(i)	must be repaid in full on the Termination Date applicable to Facility B1 and Facility B2 (as applicable);
and



 


		(ii)	shall be subject to the repayment and prepayment provisions of this Agreement.



 


		(c)	If an amount of PIK Margin in respect of Facility B1 and/or Facility B2 (as applicable) is capitalised
in accordance with the preceding paragraphs of this Clause 14.7 (the “Capitalised PIK Amount”), the Total Facility
B1 Commitments and Total Facility B2 Commitments shall, on the date of such capitalisation, be increased by the Capitalised PIK
Amount in respect of Facility B1 and Facility B2 respectively. The Facility B1 Commitment of each Lender shall, on the date of
such capitalisation, be increased by the amount equal to the proportion which its Facility B1 Commitment bears to the Total Facility
B1 Commitments of all the Lenders multiplied by the Capitalised PIK Amount in respect of Facility B1 and its Facility B2 Commitment
shall, on the date of such capitalisation, be increased by the amount equal to the proportion which its Facility B2 Commitment
bears to the Total Facility B2 Commitments of all the Lenders multiplied by the Capitalised PIK Amount in respect of Facility B2.



 




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		15	Interest
                                         Periods



 


		15.1	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 Facility B Loan and has already been borrowed) in a Selection Notice.



 


		(b)	Each Selection Notice for a Facility B Loan is irrevocable and must be delivered to the Agent by
the Borrower (or the Company on behalf of the Borrower) to which that Facility B Loan was made not later than the Specified Time.



 


		(c)	If a Borrower (or the Company) fails to deliver a Selection Notice to the Agent in accordance with
paragraph (b) above, the relevant Interest Period will be three Months.



 


		(d)	Subject to this Clause 15:



 


		(i)	on or before 1 October 2020 a Borrower (or the Company) may select with respect to Facility B,
an Interest Period of 1, 2, 3 or 6 Months and, with respect to any other Facility, an Interest Period of 1, 2, 3 or 6 Months,
or, in each case, such other period agreed between the Company and the Agent (acting on the instructions of the all of the Lenders
in relation to the relevant Loan); and



 


		(ii)	after 1 October 2020 each Interest Period shall be three Months with respect to each Facility.



 


		(e)	An Interest Period for a Loan shall not extend beyond the Termination Date applicable to its Facility.



 


		(f)	Each Interest Period for a Facility B Loan shall start on the Utilisation Date or (if already made)
on the last day of its preceding Interest Period.



 


		(g)	A Revolving Facility Loan has one Interest Period only.



 


		(h)	Subject to paragraph (d) above, a Borrower (or the Company on its behalf) may select an Interest
Period of less than one Month in relation to Facility B if necessary or desirable to implement any interest rate hedging in
relation to the Facilities.



 


		(i)	[Reserved].



 


		(j)	Prior to completion of syndication of the Facilities in the manner agreed between the Company and
the Arrangers on or prior to the date of the Commitment Letter (as notified by the Arrangers to the Company), Interest Periods
may be one or two weeks or such other period as the Agent and the Company may agree.



 




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		15.2	Non-Business Days



 


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).


 


		15.3	Consolidation and division of Facility B Loans



 


		(a)	If two or more Interest Periods:



 


		(i)	relate to Facility B Loans to be made to the same Borrower; and



 


		(ii)	end on the same date,



 


those Facility B Loans will, unless
that Facility B Borrower requests to the contrary in a Selection Notice for the next Interest Period or those Loans are denominated
in different currencies, be consolidated into, and treated as, a single Facility B Loan, as applicable, on the last day of
the Interest Period.


 


		(b)	[Reserved]



 


		(c)	Subject to Clause 4.4 (Maximum number of Utilisations), and Clause 5.3 (Currency
and amount) if a Borrower (or the Company on its behalf) requests in a Selection Notice that a Facility B Loan be divided into
two or more Facility B Loans under the relevant Facility, that Facility B 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 relevant Facility B Loan immediately before its division.



 


		16	Changes
                                         to the Calculation of Interest



 


		16.1	Absence of quotations



 


Subject
to Clause 16.2 (Market disruption) if EURIBOR or LIBOR 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 EURIBOR or LIBOR
shall be determined on the basis of the quotations of the remaining Reference Banks.


 


		16.2	Market disruption



 


		(a)	If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the rate
of interest on each Lender’s share of that Loan for the Interest Period shall be the percentage rate per annum which is the
sum of:



 


		(i)	the Margin; and



 




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		(ii)	the rate notified to the Agent by that Lender as soon as practicable and in any event by close
of business on the date falling 2 Business Days after the Quotation Day (or, if earlier, on the date falling 5 Business Days prior
to the date on which interest is due to be paid in respect of that Interest Period), to be that which expresses as a percentage
rate per annum the cost to that Lender of funding its participation in that Loan from whatever source it may reasonably select
provided that, if any Lender is a fund (and only to the extent it actually borrows monies which are subject to LIBOR or EURIBOR
to fund its participation in that Loan (in whole or in part)), the cost of funding its participation in that Loan shall be no more
than the cost to such fund of borrowing any amount used to fund its participation in that Loan,



 


provided that, if the percentage
rate per annum notified by the Lender is less than the applicable EURIBOR or LIBOR or a Lender has not notified the Agent of a
percentage rate per annum, the cost of that Lender of funding its participation in that Loan for that Interest Period shall be
deemed (for the purposes of this paragraph (a) to be the applicable EURIBOR or LIBOR.


 


		(b)	In this Agreement:



 


“Market Disruption
Event” means:


 


		(i)	at or about noon on the Quotation Day for the relevant Interest Period, EURIBOR or LIBOR is
to be determined by reference to the Reference Banks and none or only one of the Reference Banks supplies a rate to the Agent to
determine the applicable EURIBOR or LIBOR for the relevant currency and Interest Period; or



 


		(ii)	before close of business in London on the Quotation Day for the relevant Interest Period, the Agent
receives notifications from a Lender or Lenders (whose participations in a Loan exceed 35 per cent. of that Loan) that by reason
of circumstances affecting the Relevant Interbank Market generally the cost to it of funding its participation in that Loan from
whatever source it may reasonably select would be in excess of the applicable LIBOR or EURIBOR.



 


		16.3	Alternative basis of interest or funding



 


		(a)	If a Market Disruption Event occurs and the Agent or the Company so requires, the Agent and the
Company shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for
determining the rate of interest.



 


		(b)	Any alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent
of all the Lenders and the Company, be binding on all Parties.



 


		16.4	Break Costs



 


		(a)	Each Borrower shall, within three Business Days of demand by a Finance Party, pay to that
Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being prepaid by that Borrower on a day
other than the last day of an Interest Period for that Loan or Unpaid Sum.



 


		(b)	Each Lender shall, together with any demand by the Agent under paragraph (a) above, provide
a certificate confirming the amount of (and giving reasonable details of the calculation of) its Break Costs for any Interest Period
in which they accrue, a copy of which shall be provided to the Company.



 




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		16.5	Replacement of LIBOR



 


If
LIBOR is replaced or ceases to be used for the calculation of interest of currencies to which it currently applies, upon the written
request of the Agent, the Agent (acting on the instructions of the Majority Lenders) and the Borrowers shall negotiate in good
faith amendments to this Agreement to provide for its replacement for not more than 10 Business Days from and excluding the date
of the Agent’s written request above. If no such amendments have become effective within that period, the amendments shall be as
reasonably specified by the Agent (acting on the instructions of the Majority Lenders (acting reasonably)). Each Obligor irrevocably
authorises the Agent to make such amendments as their agent if such amendments are not effective within the 10 Business Day period
specified above. 


 


		17	Fees



 


		17.1	No deal, No fees



 


No fees, commissions, costs or
other expenses (other than reasonable legal fees up to an amount to be agreed) will be payable unless the Closing Date occurs.


 


		17.2	Commitment fee



 


		(a)	The Company shall pay (or procure there is paid) to the Agent (for the account of each Lender)
a fee in the Base Currency computed at the rate of 30 per cent of the applicable Margin on that Lender’s Available
Commitment under the Revolving Facility for the period commencing on the Closing Date and ending on the last day of the Availability
Period applicable to the Revolving Facility.



 


		(b)	The accrued commitment fee is payable on the last day of each successive period of three Months
which ends during the Availability Period applicable to the Revolving Facility, on the last day of the Availability Period
applicable to the Revolving Facility and, if cancelled in full, on the cancelled amount of the relevant Lender’s Commitment
at the time the cancellation is effective.



 


		(c)	No accrued commitment fee shall be payable if the Closing Date does not occur.



 


		(d)	No commitment fee is payable to the Agent (for the account of a Lender) on any Available Commitment
of that Lender for any day on which that Lender is a Defaulting Lender.



 




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		17.3	Underwriting and other Fees



 


The
Company shall pay (or procure there is paid) to the Underwriters (as defined in the Commitment Letter) an underwriting fee and
any other fees in the amounts and at the times agreed in a Fee Letter.


 


		17.4	Agent and Security Agent fees



 


The Company shall pay (or procure
there is paid) to the Agent and the Security Agent (in each case for its own account) a fee in the amount and at the times agreed
in a Fee Letter.


 


		17.5	Fees payable in respect of Letters of Credit



 


		(a)	The Company or a Revolving Facility Borrower shall pay (or procure there is paid) to the Issuing
Bank a fronting fee at the rate of 0.125 per cent. per annum (unless otherwise agreed by the relevant Issuing Bank) on the part
of its outstanding exposure under each Letter of Credit requested by it which is counter-indemnified by other Lenders (that are
not Affiliates of the Issuing Bank) and which is not cash collateralised, repaid, prepaid or cancelled, for the period from the
issue of that Letter of Credit until its Expiry Date (or the date of its repayment, prepayment or cancellation, if earlier).



 


		(b)	The Company or each Revolving Facility Borrower for whose account a Letter of Credit is issued
shall pay (or procure there is paid) to the Agent (for the account of each Revolving Facility Lender under the Revolving Facility
pursuant to which such Letter of Credit is issued) a Letter of Credit fee in the currency of that Letter of Credit on the outstanding
amount of each Letter of Credit (excluding any amount in respect of which cash cover has been provided) requested by it for the
period from the issue of that Letter of Credit until the expiry date (or the date of its cancellation, if earlier). The Letter
of Credit Fee shall be computed at the rate equal to the applicable Margin for the relevant Revolving Facility. Any such fee shall
be distributed according to L/C Proportion of that Letter of Credit of each Revolving Facility Lender in the relevant Revolving
Facility.



 


		(c)	The fees payable under paragraphs (a) and (b) above shall be payable in arrears on:



 


		(i)	each Quarter Date or such shorter period ending on its Expiry Date;



 


		(ii)	with respect to each Letter of Credit, on its Expiry Date;



 


		(iii)	with respect to the amount of any reduction of a Letter of Credit from time to time on the date
such reduction becomes effective; and



 


		(iv)	on the date on which the relevant Letter of Credit is repaid or prepaid or the relevant Revolving
Facility Commitments are cancelled in full.



 


		(d)	Any other fees in respect of each Letter of Credit (if any) shall be determined by agreement between
the relevant Issuing Bank and the relevant Revolving Facility Borrower.



 




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		17.6	Interest, commission and fees on Ancillary Facilities



 


The rate and time of payment
of interest, commission, fees and any other remuneration in respect of each Ancillary Facility shall be determined by agreement
between the relevant Ancillary Lender and the Borrower of that Ancillary Facility.


 


		18	Taxes



 


		18.1	Tax Definitions



 


In this Agreement:


 


“Borrower
DTTP Filing” means an HM Revenue & Customs’ Form DTTP2 duly completed and filed by the relevant Borrower, which:


 


		(a)	where it relates to a
UK Treaty Lender that is an Original Lender, contains the scheme reference number and jurisdiction of tax residence stated opposite
that Lender’s name in Part 2 (The Original Lenders) of Schedule 1 (The Original Parties), and where the Borrower
is an Additional Borrower, is filed with HM Revenue & Customs within 30 days of the date on which that Borrower becomes an
Additional Borrower; or



 


		(b)	where it relates to a UK Treaty Lender that is a New Lender, contains the scheme reference number
and jurisdiction of tax residence stated in respect of that Lender in the relevant Transfer Certificate, Increase Confirmation
or Assignment Agreement, and:



 


		(i)	where the Borrower is a Borrower as at the relevant Transfer Date (or date on which the increase
in Commitments described in the relevant Increase Confirmation takes effect), is filed with HM Revenue & Customs within 30
days of that Transfer Date (or date on which the increase in Commitments described in the relevant Increase Confirmation takes
effect); or



 


		(ii)	where the Borrower is not a Borrower as at the relevant Transfer Date (or date on which the increase
in Commitments described in the relevant Increase Confirmation takes effect), is filed with HM Revenue & Customs within 30
days of the date on which that Borrower becomes an Additional Borrower (or date on which the increase in Commitments described
in the relevant Increase Confirmation takes effect).



 


“Protected Party”
means a Finance Party which is or will be subject to any liability or required to make any payment for or on account of Tax in
relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance
Document.


 


“Tax Credit”
means a credit against, relief or remission for, or repayment of any Tax.


 


“Tax Deduction”
means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.


 




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“Tax
Payment” means either the increase in a payment made by an Obligor to a Finance Party under Clause 18.2 (Tax
Gross Up) or a payment under Clause 18.3 (Tax Indemnity).


 


“Treaty Lender”
means a UK Treaty Lender.


 


“UK
Non-Bank Lender” means:


 


		(i)	where a Lender becomes a Party on the day on which this Agreement is entered into, a Lender listed
in Part 2 (The Original Lenders) of Schedule 1 (The Original Parties) as being a UK Non-Bank Lender; and



 


		(ii)	where a Lender becomes a Party after the day on which this Agreement is entered into, a Lender
which gives a UK Tax Confirmation in the Assignment Agreement, Transfer Certificate or Increase Confirmation which is executes
on becoming a party.



 


“UK
Qualifying Lender” means, in relation to a payment under a Finance Document made by a Borrower incorporated in the UK:


 


		(i)	a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance
under a Finance Document and is:



 


		(A)	a Lender:



 


		(I)	which is a bank (as defined for the purpose of section 879 of the ITA) making an advance under
a Finance Document and is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect
of that advance or would be within such charge as respects such payment apart from section 18A of the CTA; or



 


		(II)	in respect of an advance made under a Finance Document by a person that was a bank (as defined
for the purpose of section 879 of the ITA) at the time that that advance was made and within the charge to United Kingdom corporation
tax as respects any payments of interest made in respect of that advance; or



 


		(B)	a Lender which is:



 


		(I)	a company resident in the United Kingdom for United Kingdom tax purposes;



 


		(II)	a partnership each member of which is:



 


		1.	a company so resident in the United Kingdom; or



 


		2.	a company not so resident in the United Kingdom which carries on a trade in the United Kingdom
through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section
19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the
CTA; or



 




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		(III)	a company not so resident in the United Kingdom which carries on a trade in the United Kingdom
through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable
profits (within the meaning of section 19 of the CTA) of that company; or



 


		(C)	a UK Treaty Lender; or



 


		(ii)	a Lender which is a building society (as defined for the purposes of section 880 of the ITA) making
an advance under a Finance Document.



 


“UK
Tax Confirmation” means a confirmation by a Lender that the person beneficially entitled to interest payable to that
Lender in respect of an advance under a Finance Document is either:


 


		(i)	a company resident in the United Kingdom for United Kingdom tax purposes;



 


		(ii)	a partnership each member of which is:



 


		(A)	a company so resident in the United Kingdom; or



 


		(B)	a company not so resident in the United Kingdom which carries on a trade in the United Kingdom
through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section
19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the
CTA; or



 


		(C)	a company not so resident in the United Kingdom which carries on a trade in the United Kingdom
through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable
profits (within the meaning of section 19 of the CTA) of that company.



 


“UK
Treaty Lender” means a Lender which:


 


		(i)	is treated as resident of a UK Treaty State for the purposes of the UK Treaty;



 


		(ii)	does not carry on business in UK through a permanent establishment with which that Lender’s participation
in the Loan is effectively connected; and



 


		(iii)	fulfils any other conditions which must be fulfilled under the UK Treaty in order to obtain exemption
from Tax imposed on interest payments due by that Borrower under a Finance Document including the completion of all procedural
formalities (and, for purposes of this paragraph (iii), it shall be assumed that any procedural formalities have been satisfied
by a Lender that confirms its scheme reference number and jurisdiction of tax residence in accordance with Clause 18.2 (Tax
Gross Up) below).



 




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“UK
Treaty State” means a jurisdiction having a double taxation agreement with the United Kingdom (the “UK Treaty”),
which makes provision for full exemption from Tax imposed by the United Kingdom on interest payments.


 


“US
Qualifying Lender” means, in respect of a payment by or in respect of a US Borrower, a Lender or Agent which, as of the
date it became a party to this Agreement (or, in the case of a Lender, if it subsequently changes its Facility Office, the date
on which it changes its Facility Office), (a) is entitled to a complete exemption from withholding of US federal income tax on
all payments payable to it under this Agreement and (b) has supplied to the relevant US Borrower a properly completed and executed
applicable US Tax Form evidencing such exemption.


 


“US Tax Obligor” means:


 


		(a)	a Borrower which is resident for tax purposes in the US; or



 


		(b)	an Obligor some or all of whose payments under the Finance Documents are from sources within the
US for US federal income tax purposes.



 


“US
Tax Form” means, as applicable:


 


		(a)	an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, that either: (A) includes a claim for an
exemption from or reduction of US withholding tax under an applicable income tax treaty, with Part II of such W-8BEN (or Part III
of such W-8BEN-E, as applicable) completed, or (B) if such claim for exemption is based on the “portfolio interest exemption”
is accompanied by a certificate representing that such Lender or the Agent, as applicable, is not described in Section 871(h)(3)
or Section 881(c)(3) of the Code;



 


		(b)	an IRS Form W-8ECI;



 


		(c)	an IRS Form W-9; or



 


		(d)	any other IRS form establishing an exemption from withholding of US federal income tax on payments
to that person under this Agreement;



 


which, in each
case, may be provided under cover of, if required to establish such an exemption, an IRS Form W-8IMY and the certificate described
in paragraph (a)(B) above in respect of its beneficial owners, if applicable.


 


Unless a contrary
indication appears, in this Clause 18 a reference to “determine” or “determined” means a determination
made in the absolute discretion of the person making the determination.


 




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		18.2	Tax Gross Up



 


		(a)	All payments shall be made by each Obligor under each Finance Document without any Tax Deduction,
unless a Tax Deduction is required by law.



 


		(b)	The Company shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that
there is a change in the rate or the basis of any Tax Deduction) notify the Agent accordingly. Similarly, a Lender or Issuing Bank
shall notify the Agent on becoming so aware in respect of a payment payable to that Lender or Issuing Bank. If the Agent receives
such notification from a Lender or Issuing Bank it shall notify the Company and that Obligor.



 


		(c)	If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from
that Obligor shall be increased to an amount which, after any Tax Deductions, leaves an amount equal to the payment which would
have been due had no Tax Deduction been required.



 


		(d)	A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction on account
of Tax imposed by the United Kingdom, if on the date on which the payment falls due:



 


		(i)	the payment could have been made to the relevant Lender without such a Tax Deduction if the Lender
had been a UK Qualifying Lender, but on that date that Lender is not or has ceased to be a UK Qualifying Lender other than as a
result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application
of) any law or double taxation agreement or any published practice or concession of any relevant taxing authority; or



 


		(ii)	the relevant Lender is a UK Qualifying Lender solely by virtue of paragraph (i)(B) of the
definition of “UK Qualifying Lender” and:



 


		(A)	an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a “Direction”)
under section 931 of the ITA which relates to the payment and that Lender has received from the Obligor making the payment or from
the Company a certified copy of that Direction; and



 


		(B)	the payment could have been made to the Lender without any Tax Deduction if that Direction had
not been made; or



 


		(iii)	the relevant Lender is a Qualifying Lender solely by virtue of paragraph (i)(B) of the definition
of “UK Qualifying Lender” and:



 


		(A)	the relevant Lender has not given a UK Tax Confirmation to the Company; and



 


		(B)	the payment could have been made to the Lender without any Tax Deduction if the Lender had given
a UK Tax Confirmation to the Company, on the basis that the UK Tax Confirmation would have enabled the Company to have formed a
reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA; or



 




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		(iv)	the relevant Lender is a UK Treaty Lender and the Obligor making the payment is able to demonstrate
that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under
paragraph (g) or (h) (as applicable) below.



 


		(e)	If an Obligor is required by law to make a Tax Deduction it shall make the Tax Deduction and any
payment required in connection with that Tax Deduction in the minimum amount required by law and within the time period allowed
by law.



 


		(f)	Within 30 days after making either a Tax Deduction or a payment required in connection with
that Tax Deduction, the Obligor making that Tax Deduction or payment shall deliver to the Agent for the relevant Finance Party
a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Finance Party that the Tax Deduction
has been made or (as applicable) any appropriate payment has been made to the relevant Tax authority.



 


		(g)	A Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled
shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment
without a Tax Deduction, provided always that:



 


		(i)	a Treaty Lender which becomes a Party on the day on which this Agreement is entered into that holds
a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its
scheme reference number and its jurisdiction of tax residence opposite its name in Part 2 (The Original Lenders) of Schedule
1 (The Original Parties); and



 


		(ii)	a Lender which becomes a Party on a day after the date on which this Agreement is entered into
that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall
confirm its scheme reference number and its jurisdiction of tax residence in the Transfer Certificate, Assignment Agreement or
Increase Confirmation which it executes,



 


and, having done
so, that Lender shall be under no obligation pursuant to this paragraph (g).


 


		(h)	If a UK Treaty Lender has confirmed its scheme reference number and its jurisdiction of tax residence
in accordance with paragraph (g) above and:



 


		(i)	a Borrower making a payment to that UK Treaty Lender has not made a Borrower DTTP Filing in respect
of that UK Treaty Lender; or



 




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		(ii)	a Borrower making a payment to that UK Treaty Lender has made a Borrower DTTP Filing in respect
of that UK Treaty Lender but:



 


		(A)	that Borrower DTTP Filing has been rejected by HM Revenue & Customs; or



 


		(B)	HM Revenue & Customs has not given the Borrower authority to make payments to that UK Treaty
Lender without a Tax Deduction within 60 days of the date of the Borrower DTTP Filing,



 


and in each case,
the Borrower has notified that UK Treaty Lender in writing, that UK Treaty Lender and the Borrower shall co-operate in completing
any additional procedural formalities necessary for that Borrower to obtain Authorisation to make that payment without a Tax Deduction.


 


		(i)	If a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in
accordance with paragraph (g) above, no Obligor shall make a Borrower DTTP Filing or file any other form relating to the HMRC
DT Treaty Passport scheme in respect of that Lender’s Commitment(s) or its participation in any Utilisation unless the Lender otherwise
agrees.



 


		(j)	A Borrower shall, promptly on making a Borrower DTTP Filing, deliver a copy of that Borrower DTTP
Filing to the Agent for delivery to the relevant Lender.



 


		(k)	A UK Non-Bank Lender which becomes a Party on the day on which this Agreement is entered into gives
a UK Tax Confirmation to the Company by entering into this Agreement.



 


		(l)	A UK Non-Bank Lender shall promptly notify the Company and the Agent if there is any change in
the position from that set out in the UK Tax Confirmation.



 


		(m)	A payment shall not be increased under paragraph (c) above by reason of a Tax imposed by the US
if, solely in the case of a payment by or in respect of a US Tax Obligor, (A) the payment could have been made to the relevant
Lender without a Tax Deduction if it were a US Qualifying Lender, but on that date the Lender is not or has ceased to be a US Qualifying
Lender other than as a result of any change after the date such Lender first became a Lender under this Agreement in (or in the
interpretation, administration, or application of) any law or double taxation agreement; or (B) such Tax arises from a failure
of the relevant Lender or the Agent, as applicable, to comply with its obligations under paragraph (n) below.



 


		(n)	With respect to payments made by or in respect of a US Tax Obligor, each Lender and the Agent shall
supply to the relevant Obligor a properly completed and executed applicable US Tax Form and will supply additional US Tax Forms
upon a reasonable time following a written request by that Obligor, in each case, to the extent such Lender or the Agent, as applicable,
is legally entitled to do so. A Lender or the Agent, as applicable, shall promptly notify the Agent and such Obligor if any US
Tax Form previously provided by such Lender or the Agent, as applicable, has become invalid or incorrect, and shall provide a replacement
US Tax Form to the Agent and such Obligor to the extent such Lender or the Agent, as applicable, is legally entitled to do so.



 




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		18.3	Tax Indemnity



 


		(a)	The Company shall, within five Business Days of demand by the Agent, pay to a Protected Party
an amount equal to the loss, liability or cost which that Protected Party determines (acting reasonably) will be or has been (directly
or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.



 


		(b)	Paragraph (a) above shall not apply:



 


		(i)	with respect to any Tax of a Finance Party under the laws of the jurisdiction in which:



 


		(A)	that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which
that Finance Party is treated as resident for Tax purposes; or



 


		(B)	that Finance Party has a permanent establishment to which income under any Finance Document is
attributed in respect of amounts received or receivable in that jurisdiction; or



 


		(C)	that Finance Party’s Facility Office is located in respect of amounts received or receivable
in that jurisdiction,



 


if that Tax is imposed on or
calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that
Finance Party; or


 


		(ii)	if and to the extent that a loss, liability or cost:



 


		(A)	is compensated for by an increased payment pursuant to Clause 18.2 (Tax Gross Up);
or



 


		(B)	would have been so compensated but was not so compensated solely because one or more of the exclusions
contained in Clause 18.2 (Tax Gross Up) applied; or



 


		(C)	relates to a FATCA Deduction required to be made by a Party; or



 


		(D)	(for the avoidance of doubt) is suffered or incurred with respect to any Bank Levy (or any payment
attributable to, or liability arising as a consequence of, a Bank Levy).



 


		(c)	A Protected Party making, or intending to make, a claim under paragraph (a) of Clause 18.3
(Tax Indemnity) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following
which the Agent will notify the Company.



 


		(d)	A Protected Party shall, on receiving a payment from an Obligor under this Clause 18.3 (Tax
Indemnity), notify the Agent.



 




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		18.4	Tax Credits



 


If an Obligor makes a Tax Payment
and the relevant Finance Party determines that it has obtained and utilised a Tax Credit which is attributable to an increased
payment of which that Tax Payment forms part, or to that Tax Payment, or to a Tax Deduction in consequence of which that Tax Payment
was required, that Finance Party shall pay to the relevant Obligor such amount as that Finance Party determines will leave that
Finance Party (after that payment) in the same after-Tax position as it would have been in if the Tax Payment had not been required
to be made by that Obligor.


 


		18.5	Stamp taxes



 


The
Company shall pay and, within five Business Days of demand by the Agent, indemnify each Secured Party against any cost,
loss or liability that Secured Party incurs in relation to any stamp duty, registration and other similar Tax payable on, in respect
of any Finance Document (except for any such stamp duty, registration and other similar Tax payable in respect of: (i) any voluntary
assignment, transfer, sub-participation or sub-contract by a Lender or in connection with the voluntary entry into an Increase
Confirmation; or (ii) a voluntary registration made by a Secured Party if such registration is not necessary to evidence, prove,
maintain, enforce, compel or otherwise assert the rights of such party or obligations of any party under the Finance Document).


 


		18.6	Lender Status Confirmation



 


Each
Lender which becomes a Party to this Agreement after the date of this Agreement shall
indicate, in the Transfer Certificate, Assignment Agreement or Increase Confirmation which it executes on becoming a Party, which
of the following categories it falls in:


 


		(a)	With respect to a Loan or Commitment extended to a US Tax Obligor:



 


		(i)	not a US Qualifying Lender; or



 


		(ii)	a US Qualifying Lender.



 


		(b)	With respect to a Loan or Commitment that is extended to an Obligor that is not a US Tax Obligor:



 


		(i)	not a UK Qualifying Lender;



 


		(ii)	a UK Qualifying Lender (other than a UK Treaty Lender); or



 


		(iii)	a UK Treaty Lender.



 


If
a New Lender fails to indicate its status in accordance with this Clause 18.6 then such New Lender shall be treated for the
purposes of this Agreement (including by each Obligor) as if it is not a UK Qualifying Lender or a US Qualifying Lender (as appropriate)
until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform
the Company). For the avoidance of doubt, a Transfer Certificate, Assignment Agreement
or Increase Confirmation shall not be invalidated by any failure of a Lender to comply with this Clause 18.6. 


 




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		18.7	VAT



 


		(a)	All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which
(in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of
any VAT which is chargeable on such supply or supplies and accordingly, subject to paragraph (b) below if VAT is or becomes chargeable
on any supply or supplies made by any Finance Party to any Party in connection with a Finance Document, and such Finance Party
is required to account to the relevant tax authority for the VAT, that Party shall pay to the Finance Party (in addition to and
at the same time as paying the consideration for that supply or supplies) an amount equal to the amount of the VAT (and such Finance
Party shall promptly provide an appropriate VAT invoice to such Party).



 


		(b)	If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”)
to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient
(the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration
for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):



 


		(i)	(where the Supplier is the person required to account to the relevant tax authority for the VAT)
the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount
of the VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit
or repayment the Recipient receives from the relevant tax authority which the Recipient determines (acting reasonably) relates
to the VAT chargeable on that supply; and



 


		(ii)	(where the Recipient is the person required to account to the relevant tax authority for the VAT)
the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable
on that supply but only to the extent that the Recipient determines (acting reasonably) that it is not entitled to credit or repayment
from the relevant tax authority in respect of that VAT.



 


		(c)	Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs
or expenses, that Party shall reimburse or indemnify (as the case may be) the Finance Party against any VAT incurred by the Finance
Party in respect of the costs or expenses, to the extent that the Finance Party determines (acting reasonably) that it is not entitled
to credit for or repayment in respect of the VAT from the relevant tax authority.



 


		(d)	Any reference in Clause 18.7 (VAT) to any party shall, at any time when such party
is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference
to the person who is treated as making the supply or (as appropriate) receiving the supply under the grouping rules (as provided
for in Article 11 of the Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union)).



 




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		18.8	FATCA Information



 


		(a)	Subject to paragraph (c) below, each Party shall, within ten Business Days of a reasonable
request by another Party:



 


		(i)	confirm to that other Party whether it is:



 


		(A)	a FATCA Exempt Party; or



 


		(B)	not a FATCA Exempt Party; and



 


		(ii)	supply to that other Party such forms, documentation and other information relating to its status
under FATCA as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA; and



 


		(iii)	supply to that other Party such forms, documentation and other information relating to its status
as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation,
or exchange of information regime.



 


		(b)	If a Party confirms to another Party pursuant to 18.8(a)(i) above that it is a FATCA Exempt Party
and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall notify that other
Party reasonably promptly.



 


		(c)	Paragraph (a) above shall not oblige any Party to do anything, and paragraph (a)(iii)
above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:



 


		(i)	any law or regulation;



 


		(ii)	any fiduciary duty; or



 


		(iii)	any duty of confidentiality.



 


		(d)	If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation
or other information requested in accordance with paragraph (a)(i) or (ii) above (including, for the avoidance of doubt, where
paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under
them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms,
documentation or other information.



 


		(e)	If a Borrower is a US Tax Obligor or the Agent reasonably believes that its obligations under FATCA
or any other applicable law or regulation require it, each Lender shall, within ten Business Days of:



 


		(i)	where an Original Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the
date of this Agreement;



 




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		(ii)	where a Borrower is a US Tax Obligor on a Transfer Date or on the date on which an increase in
Commitments takes effect pursuant to Clause 2.2 (Increase) and the relevant Lender is a New Lender or an Increase Lender,
the relevant Transfer Date or the date on which an increase in Commitments takes effect pursuant to Clause 2.2 (Increase);



 


		(iii)	the date a new US Tax Obligor accedes as a Borrower; or



 


		(iv)	where a Borrower is not a US Tax Obligor, the date of a request from the Agent, supply to the Agent:



 


		(A)	a withholding certificate on Form W 8, Form W 9 or any other relevant form; or



 


		(B)	any withholding statement or other document, authorisation or waiver as the Agent may require to
certify or establish the status of such Lender under FATCA or that other law or regulation.



 


		(f)	The Agent shall provide any withholding certificate, withholding statement, document, authorisation
or waiver it receives from a Lender pursuant to paragraph (e) above to the relevant Borrower.



 


		(g)	If any withholding certificate, withholding statement, document, authorisation or waiver provided
to the Agent by a Lender pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, that Lender shall promptly
update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Agent
unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Facility Agent). The Agent shall
provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the relevant Borrower.



 


		(h)	The Agent may rely on any withholding certificate, withholding statement, document, authorisation
or waiver it receives from a Lender pursuant to paragraph (e) or (g) above without further verification. The Agent shall not be
liable for any action taken by it under or in connection with paragraph (e), (f) or (g) above.



 


		18.9	FATCA Deduction



 


		(a)	Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required
in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such
a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.



 


		(b)	Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there
is any change in the rate or the basis of such FATCA Deduction) notify the Party to whom it is making the payment and, in addition,
shall notify the Company, the Agent and the other Finance Parties.



 




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		19	Increased
                                         Costs



 


		19.1	Increased costs



 


		(a)	Subject to Clause 19.3 (Exceptions) the Company shall, within five Business Days
of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party
or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration
or application of) any law or regulation or treaty after the date of this Agreement (or, if later, the date it became a Party)
or (ii) compliance with any law or regulation or treaty made after the date of this Agreement (or, if later, the date it became
a Party) or (iii) the implementation or application of, or compliance with, Basel III or any law or regulation that implements
Basel III including, for the avoidance of doubt, the implementation of Basel III by CRD IV.



 


		(b)	In this Agreement “Increased Costs” means:



 


		(i)	a reduction in the rate of return from a Facility or on a Finance Party’s (or its Affiliate’s)
overall capital;



 


		(ii)	an additional or increased cost; or



 


		(iii)	a reduction of any amount due and payable under any Finance Document,



 


which is incurred or suffered by
a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment
or an Ancillary Commitment or funding or performing its obligations under any Finance Document.


 


		19.2	Increased cost claims



 


		(a)	A Finance Party intending to make a claim pursuant to Clause 19.1 (Increased costs)
shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Company.



 


		(b)	Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate
(giving reasonable details of the circumstances giving rise to such claim and the calculation of the Increased Cost) confirming
the amount of its Increased Costs, a copy of which shall be provided to the Company.



 


		19.3	Exceptions



 


		(a)	Clause 19.1 (Increased costs) does not apply to the extent any Increased Cost is:



 


		(i)	related to a Tax Deduction required by law to be made by an Obligor;



 


		(ii)	attributable to a FATCA Deduction required to be made by a Party;



 




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		(iii)	compensated for by Clause 18.3 (Tax Indemnity) (or would have been compensated for
under Clause 18.3 (Tax Indemnity) but was not so compensated because any of the exclusions in paragraph (b) of Clause 18.3
(Tax Indemnity) applied);



 


		(iv)	compensated for by Clause 18.5 (Stamp taxes) (or would have been so compensated for
under that Clause but was not so compensated solely because any of the exceptions set out therein applied);



 


		(v)	is suffered or incurred with respect to any Bank Levy (or any payment attributable to, or any liability
arising as a consequence of, a Bank Levy);



 


		(vi)	attributable to the implementation or application of, or compliance with, the “International
Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking
Supervision in June 2004 in the form existing on the date of this Agreement (but excluding any amendment to Basel II arising
out of Basel III (as defined in paragraph (c) below)) (“Basel II”) or any other law or regulation which implements
Basel II (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates);



 


		(vii)	attributable to the implementation or application of, or compliance with, Basel III or or any other
law or regulation which implements Basel III (in each case, unless a Finance Party knew about the relevant Increased Cost on or
prior to the date on which it became a Finance Party) (provided that, if the Increased Cost was not fully quantifiable on or prior
to the date on which it became a Finance Party, Clause 19.1 (Increased costs) shall apply to that amount of the Increased
Cost which was not, or could not reasonably be expected to have been, quantifiable);



 


		(viii)	attributable to the breach by any Finance Party or its Affiliates of any law or regulation or the
terms of any Finance Document;



 


		(ix)	attributable to a change (whether in the rate basis, timing or otherwise) of Tax on the overall
net income of the Finance Party (or any Affiliate of it) making such claim or of the branch or office through which it lends a
Loan;



 


		(x)	attributable to any penalty having been imposed by the relevant central bank or monetary or fiscal
authority upon the Finance Party (or any Affiliate of it) making such claim by virtue of its having exceeded any country or sector
borrowing limits or breached any directives imposed upon it; or



 


		(xi)	not notified to the Agent or the Company in accordance with paragraph (a) of Clause 19.2 (Increased
cost claims) above.



 


		(b)	In this Clause 19.3 reference to a Tax Deduction has the same meaning given to the term in
Clause 18.1 (Tax Definitions).



 




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		(c)	Basel III means:



 


		(i)	the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel
III: A global regulatory framework or more resilient banks and banking systems”, “Basel III: International framework
for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical
capital buffer” published by the Basel Committee on Banking Supervision on 16 December 2010, each as amended, supplemented
or restated;



 


		(ii)	the rules for global systemically important banks contained in “Global systemically important
banks: assessment methodology and the additional loss absorbency requirement – Rules text” published by the Basel Committee
on Banking Supervision in November 2011, as amended, supplemented or restated; and



 


		(iii)	any further guidance or standards published by the Basel Committee on Banking Supervision relating
to Basel III.



 


		(d)	“CRD IV” means the Capital Requirements Regulation (Regulation 575/2013) and
the CRD IV Directive (2013/36/EU).



 


		20	Other
                                         Indemnities



 


		20.1	Currency indemnity



 


		(a)	If any sum due from an Obligor under the Finance Documents (a “Sum”), or any
order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”)
in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:



 


		(i)	making or filing a claim or proof against that Obligor; or



 


		(ii)	obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration
proceedings,



 


that Obligor shall as an independent
obligation, within five Business Days of demand, indemnify the Arranger and each other Secured Party to whom that Sum is due
against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the
rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange
available to that person at the time of its receipt of that Sum.


 


		(b)	Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance
Documents in a currency or currency unit other than that in which it is expressed to be payable.



 




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		20.2	Other indemnities



 


		(a)	The Company shall (or shall procure that an Obligor will), within three Business Days of demand
(which demand shall be accompanied by reasonable calculations or details of the amount demanded) indemnify the Arranger and each
other Secured Party against any cost, loss or liability incurred by it as a result of:



 


		(i)	the occurrence of any Event of Default;



 


		(ii)	a failure by an Obligor to pay any amount due under a Finance Document on its due date, including
without limitation, any cost, loss or liability arising as a result of Clause 34 (Sharing among the Finance Parties);



 


		(iii)	funding, or making arrangements to fund, its participation in a Utilisation requested by a Borrower
in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other
than by reason of default or negligence by that Finance Party alone);



 


		(iv)	issuing or making arrangements to issue a Letter of Credit requested by the Company or a Borrower
in a Utilisation Request but not issued by reason of the operation of any one or more of the provisions of this Agreement (other
than by reason of default or negligence by that Finance Party alone); or



 


		(v)	any prepayment payable by any Borrower under the Finance Documents not being paid after irrevocable
notice of such prepayment has been made to the Agent.



 


		(b)	The Company shall promptly indemnify each Finance Party, each Affiliate of a Finance Party and
each officer or employee of a Finance Party or its Affiliate (each an “Indemnified Person”), against any cost,
loss, liability or expense incurred by that Finance Party or its Affiliate (or officer or employee of that Finance Party or Affiliate)
in connection with or arising out of the Acquisition or the Refinancing or the funding of the Acquisition or the Refinancing (including
but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry
concerning the Acquisition or the Refinancing), except to the extent such loss or liability is caused by the gross negligence or
wilful misconduct of that Finance Party or its Affiliate or by a breach by that Finance Party or its Affiliate of any term of the
Finance Documents (or, in each case, employee or officer of that Finance Party or Affiliate) and provided that the Indemnified
Persons together shall instruct only one legal counsel in any one jurisdiction at any one time (unless it is reasonably determined
they have a conflict as between themselves).



 


		(c)	Notwithstanding any other provision in this Agreement, each Indemnified Person shall be entitled
to rely on the indemnities contained in this Clause 20.2 as if it were a party to this Agreement.



 




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		20.3	Indemnity to the Agent



 


Each Obligor
shall within 5 Business Days of demand indemnify the Agent against any third party cost, loss or liability incurred by the
Agent (acting reasonably) as a result of:


 


		(a)	investigating any event which it reasonably believes is a Default or an Event of Default, provided
that if after doing so it is established that the event or matter is not a Default or an Event of Default, such cost, loss or liability
of investigation shall be for the account of the Lenders;



 


		(b)	acting or relying on any notice, request or instruction which it reasonably believes to be genuine,
correct and appropriately authorised;



 


		(c)	instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts
as permitted under this Agreement; or



 


		(d)	(including, without limitation, for negligence or any other category of liability whatsoever) any
cost, loss or liability incurred by the Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) (or,
in the case of any cost, loss or liability pursuant to Clause ‎35.11 (Disruption to Payment Systems etc.) notwithstanding
the Agent’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the
fraud of the Agent) in acting as Agent under the Finance Documents.



 


		21	Mitigation
                                         by the Lenders



 


		21.1	Mitigation



 


		(a)	Each Finance Party shall, in consultation with the Company, take all reasonable steps to mitigate
any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant
to, any of Clause 11.1 (Illegality) (or, in respect of the Issuing Bank, Clause 11.2 (Illegality in relation
to Issuing Bank)), Clause 18 (Taxes) or Clause 19 (Increased Costs) including (but not limited to)
transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.



 


		(b)	Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance
Documents.



 


		21.2	Limitation of liability



 


		(a)	The Company shall promptly and in any event within 5 Business Days of demand (accompanied by reasonable
details of the amount claimed) indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party
as a result of steps taken by it under Clause 21.1 (Mitigation).



 


		(b)	A Finance Party is not obliged to take any steps under Clause 21.1 (Mitigation) if,
in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.



 




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		22	Costs
                                         and Expenses



 


		22.1	Transaction expenses



 


The
Company shall within 5 Business Days of demand pay the Agent, the Arrangers, the Issuing Bank, the Security Agent and each
other Secured Party the amount of all costs and expenses (including, but not limited to, legal fees (subject to agreed caps, if
any)) reasonably incurred by any of them (evidence of which shall be provided to the Company) in relation to the Finance
Documents, the Acquisition and the Refinancing and arrangement, negotiation, preparation, printing, execution and syndication and
perfection of the Facilities up to a maximum amount agreed (if any), provided that no such fees, costs and expenses (other than
reasonable and properly incurred legal fees and expenses in connection with the preparation, drafting, negotiation, printing and
execution of the Finance Documents and subject to any agreed caps) shall be payable if the Closing Date does not occur and if the
Closing Date occurs, shall not be payable before the date falling five Business Days after receipt of the corresponding invoice.


 


		22.2	Amendment costs



 


If
(a) the Company or any other Obligor requests an amendment, waiver or consent, or (b) an amendment is required
pursuant to Clause 35.10 (Change of currency), the Company shall, within five Business Days of demand, reimburse
each of the Agent, the Security Agent and each other Secured Party for the amount of all reasonable costs and expenses (including,
but not limited to, legal fees) reasonably incurred by the Agent, the Security Agent and each other Secured Party (in each case,
subject to agreed caps (if any)) in responding to, evaluating, negotiating or complying with that request or requirement.


 


		22.3	Enforcement and preservation costs



 


The Company shall, within five Business
Days of demand, pay to the Arranger and each other Secured Party the amount of all costs and expenses (including, but not limited
to, legal fees) incurred by it in connection with the enforcement of or the preservation of any rights under any Finance Document
and the Transaction Security and any proceedings instituted by or against the Security Agent as a consequence of taking or holding
the Transaction Security or enforcing these rights.


 


		23	Guarantees
                                         and Indemnity



 


		23.1	Guarantee and indemnity



 


Subject to any applicable limitation
provided under this Clause 23, each Guarantor irrevocably and unconditionally jointly and severally:


 


		(a)	guarantees to each Finance Party punctual performance by each other Obligor of all of that Obligor’s
obligations under the Finance Documents excluding any Excluded Swap Obligations and including, without limitation:



 


		(i)	obligations which, but for the automatic stay under section 362(a) of the Bankruptcy Code, would
become due; and



 




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		(ii)	any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar
proceeding at the rate provided for in this Agreement, whether or not such interest is an allowed claim in any such proceeding;



 


		(b)	undertakes with each Finance Party that whenever another Obligor does not pay any amount when due
(allowing for any applicable grace period) under or in connection with any Finance Document, that Guarantor shall immediately on
demand pay that amount as if it was the principal Obligor; and



 


		(c)	agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable,
invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against
any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability,
invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due.



 


The amount payable by a Guarantor
under this indemnity will not exceed the amount it would have had to pay under this Clause 23 if the amount claimed had been
recoverable on the basis of a guarantee.


 


		23.2	Continuing Guarantee



 


This guarantee is a continuing
guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any
intermediate payment or discharge in whole or in part.


 


		23.3	Reinstatement



 


If any discharge, release or
arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by
a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored
in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor under this Clause 23
will continue or be reinstated as if the discharge, release or arrangement had not occurred.


 


		23.4	Waiver of defences



 


The obligations of each Guarantor
under this Clause 23 will not be affected by an act, omission, matter or thing which, but for this Clause 23, would reduce,
release or prejudice any of its obligations under this Clause 23 (without limitation and whether or not known to it or any
Finance Party) including:


 


		(a)	any time, waiver or consent granted to, or composition with, any Obligor or other person;



 


		(b)	the release of any other Obligor or any other person under the terms of any composition or arrangement
with any creditor of any member of the Group;



 




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		(c)	the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect,
take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance
of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;



 


		(d)	any incapacity or lack of power, authority or legal personality of or dissolution or change in
the members or status of an Obligor or any other person;



 


		(e)	any amendment, novation, supplement, extension restatement (however fundamental and whether or
not more onerous) or replacement of a Finance Document or any other document or security including, without limitation, any change
in the purpose of, any extension of or increase in any facility or the addition of any new facility under any Finance Document
or other document or security;



 


		(f)	any unenforceability, illegality or invalidity of any obligation of any person under any Finance
Document or any other document or security; or



 


		(g)	any insolvency or similar proceedings.



 


		23.5	Guarantor Intent



 


Without
prejudice to the generality of Clause 23.4 (Waiver of defences) but subject to the guarantee limitations set
out in Clause 23.11 (Guarantee Limitations: General) to 23.14 (Additional guarantee limitations), each Guarantor
expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of whatsoever
nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Finance Documents and/or
any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following:
business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings;
refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation
or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs
and/or expenses associated with any of the foregoing.


 


		23.6	Immediate recourse



 


Each Guarantor waives any right
it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other
rights or security or claim payment from any person before claiming from that Guarantor under this Clause 23. This waiver
applies irrespective of any law or any provision of a Finance Document to the contrary.


 


		23.7	Appropriations



 


Until all amounts which may be
or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance
Party (or any trustee or agent on its behalf) may:


 


		(a)	refrain from applying or enforcing any other moneys, security or rights held or received by that
Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner
and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the
same; and



 




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		(b)	hold in an interest-bearing suspense account any moneys received from any Guarantor on account
of any Guarantor’s liability under this Clause 23.



 


		23.8	Deferral of Guarantors’ rights



 


Until
all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably
paid in full and unless the Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance
by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this
Clause 23:


 


		(a)	to be indemnified by an Obligor;



 


		(b)	to claim any contribution from any other guarantor of any Obligor’s obligations under the
Finance Documents;



 


		(c)	to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any
rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection
with, the Finance Documents by any Finance Party;



 


		(d)	to bring legal or other proceedings for an order requiring any Obligor to make any payment, or
perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 23.1
(Guarantees and Indemnity);



 


		(e)	to exercise any right of set-off against any Obligor; and/or



 


		(f)	to claim or prove as a creditor of any Obligor in competition with any Finance Party.



 


If
a Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution
to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in
connection with the Finance Documents to be repaid in full on trust for the Finance Parties and shall promptly pay or transfer
the same to the Agent or as the Agent may direct for application in accordance with Clause 35 (Payment Mechanics).


 


		23.9	Release of Guarantors’ right of contribution



 


If any Guarantor (a “Retiring
Guarantor”) ceases to be a Guarantor in accordance with the terms of the Finance Documents for the purpose of any sale
or other disposal of that Retiring Guarantor or any of its Holding Companies then on the date such Retiring Guarantor ceases to
be a Guarantor:


 


		(a)	that Retiring Guarantor is released by each other Guarantor from any liability (whether past, present
or future and whether actual or contingent) to make a contribution to any other Guarantor arising by reason of the performance
by any other Guarantor of its obligations under the Finance Documents; and



 




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		(b)	each other Guarantor waives any rights it may have by reason of the performance of its obligations
under the Finance Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights
of the Finance Parties under any Finance Document or of any other security taken pursuant to, or in connection with, any Finance
Document where such rights or security are granted by or in relation to the assets of the Retiring Guarantor.



 


		23.10	Additional security



 


This guarantee is in addition
to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.


 


		23.11	Guarantee Limitations: General



 


		(a)	Without limiting any specific exemptions set out below:



 


		(i)	no Guarantor’s obligations and liabilities under this Clause 23.11 and under any other
guarantee or indemnity provision in a Finance Document (the “Guarantee Obligations”) will extend to include
any obligation or liability; and



 


		(ii)	no Transaction Security granted by a Guarantor will secure any Guarantee Obligation,



 


if to the extent
doing so would be unlawful financial assistance (notwithstanding any applicable exemptions and/or undertaking of any applicable
prescribed whitewash or similar financial assistance procedures) in respect of the acquisition of shares in itself or its Holding
Company under the laws of its jurisdiction of incorporation.


 


		(b)	If, notwithstanding paragraph (a) above, the giving of the guarantee in respect of the Guarantee
Obligations or Transaction Security would be unlawful financial assistance, then, to the extent necessary to give effect to paragraph
(a) above, the obligations under the Finance Documents will be deemed to have been split into two tranches; “Tranche 1”
comprising those obligations which can be secured by the Guarantee Obligations or Transaction Security without breaching or contravening
relevant financial assistance laws and “Tranche 2” comprising the remainder of the obligations under the
Finance Documents. The Tranche 2 obligations will be excluded from the relevant Guarantee Obligations and will be allocated to
the Revolving Facility to which those obligations relate, to the extent that that can be determined.



 


		23.12	Contribution



 


		(a)	At any time a payment is made pursuant to this Clause 23 by a US Guarantor, the right of contribution
of each US Guarantor against each other US Guarantor shall, subject to the other terms of this Clause 23, be determined as set
out in paragraph (b) below with the right of contribution of each US Guarantor to be revised and restated each time a payment (a
“Relevant Payment”) is made in relation to the obligations guaranteed under the Finance Documents, provided,
however, that no such right of contribution shall exist against any direct or indirect non-US Subsidiary of such US Guarantor.



 




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		(b)	If a Relevant Payment is made resulting in the aggregate payments made by such US Guarantor in
respect of its guarantee obligations under the Finance Documents to and including the date of the Relevant Payment exceeding such
US Guarantor’s Contribution Percentage (as defined below) of the aggregate payments made by all US Guarantors in respect
of the obligations under the Finance Documents to and including the date of the Relevant Payment (such excess, the “Aggregate
Excess Amount”), each such US Guarantor shall have a right of contribution against each other US Guarantor who has made
payments in respect of the obligations under the Finance Documents to and including the date of the Relevant Payment in an aggregate
amount less than such other US Guarantor’s Contribution Percentage of the aggregate payments made to and including the date
of the Relevant Payment by all US Guarantors in respect of the obligations under the Finance Documents (the aggregate amount of
such deficit, the “Aggregate Deficit Amount”) in an amount equal to:



 


		(i)	a fraction the numerator of which is the Aggregate Excess Amount of such US Guarantor and the denominator
of which is the Aggregate Excess Amount of all US Guarantors,



 


multiplied by


 


		(ii)	the Aggregate Deficit Amount of such other US Guarantor.



 


		(c)	A US Guarantor’s right of contribution under paragraph (b) above shall arise at the time
of each computation, subject to adjustment to the time of each computation, provided that no US Guarantor may take any action to
enforce such right until the obligations under the Finance Documents have been paid in full in cash and the commitments hereunder
(and thereunder) terminated or cancelled, it being expressly recognised and agreed by all Parties that any US Guarantor’s
right of contribution arising pursuant to this Clause 23.12 against any other US Guarantor shall be expressly junior and subordinate
to such other US Guarantor’s obligations and liabilities in respect of the obligations under the Finance Documents and any
other obligations owing under this Clause 23.12.



 


		(d)	As used in this Clause 23.12:



 


“Adjusted
Net Worth” of each US Guarantor shall mean the greater of (i) the Net Worth (as defined below) of such US Guarantor
and (ii) zero;


 


“Contribution
Percentage” of a US Guarantor shall mean the percentage obtained by dividing (i) the Adjusted Net Worth (as defined
above) of such US Guarantor by (ii) the aggregate Adjusted Net Worth of all US Guarantors; and


 


“Net
Worth” of each US Guarantor shall mean the amount by which the fair saleable value of such US Guarantor’s assets
on the date of any Relevant Payment exceeds its existing debts and other liabilities (including contingent liabilities, but without
giving effect to any obligations under the Finance Documents arising under this Clause 23 on such date).


 




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		(e)	Notwithstanding anything to the contrary contained above, any US Guarantor that is released from
this Clause 23 shall thereafter have no contribution obligations, or rights, pursuant to this Clause 23, and, at the time of any
such release, if the released US Guarantor had an Aggregate Excess Amount or an Aggregate Deficit Amount, it shall be deemed reduced
to US$0, and the contribution rights and obligations of the remaining US Guarantors shall be recalculated on the respective date
of release (as otherwise provided above) based on the payments made hereunder by the remaining US Guarantors. All Parties recognise
and agree that, except for any right of contribution arising pursuant to this Clause 23, each US Guarantor who makes any payment
in respect of the obligations under the Finance Documents shall have no right of contribution or subrogation against any other
US Guarantor in respect of such payment until all of the obligations under the Finance Documents have been paid in full, in cash.
Each of the US Guarantors recognises and acknowledges that the rights to contribution arising hereunder shall constitute an asset
in favour of the party entitled to such contribution. In this connection, each US Guarantor has the right to waive its contribution
right against any US Guarantor to the extent that giving effect to such waiver such US Guarantor would remain solvent, in the determination
of the Majority Lenders. Notwithstanding anything to the contrary in this Clause 23, this Clause 23 will not be construed to limit
the claim of any Finance Party under this Clause 23, the only such limitation being set forth in Clause 23.13 (US Guarantee
Limitations).



 


		23.13	US Guarantee Limitations



 


		(a)	Each US Obligor and each Finance Party (by its acceptance of the benefits of the guarantee under
this Clause 23) hereby confirms that it is its intention that the guarantee under this Clause 23 shall not constitute a fraudulent
transfer or conveyance for purposes of any bankruptcy, insolvency or similar law, the Uniform Fraudulent Conveyance Act or any
similar federal, state or foreign law. To effectuate the foregoing intention, each US Obligor and each Finance Party (by its acceptance
of the benefits of the guarantee under this Clause 23) hereby irrevocably agrees that the maximum aggregate amount of the obligations
for which such US Obligor shall be liable under such guarantee shall be limited to the maximum amount as will, after giving effect
to such maximum amount and all other (contingent or otherwise) liabilities of such US Obligor that are relevant under such laws,
and after giving effect to any rights to contribution pursuant to any agreement providing for equitable contribution among such
US Obligor and the other Obligors, result in such obligations of such US Obligor not constituting a fraudulent transfer or conveyance.



 


		(b)	Notwithstanding anything to the contrary in this Agreement or any other Finance Document, in no
circumstances shall proceeds of any Security constituting an asset of a Guarantor which is not a Qualified ECP Guarantor be applied
towards the payment of any Excluded Swap Obligations nor shall any guarantee provided by any Guarantor pursuant to any Finance
Document guarantee any obligations which are Excluded Swap Obligations, notwithstanding the terms of such Finance Document (and
in the case of any conflict between the terms of any Finance Document and this Clause 23.13, the terms of this Clause 23.13 shall
prevail).



 




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		23.14	Additional Guarantee Limitations



 


The guarantee of any Additional
Guarantor is subject to any limitations relating to that Additional Guarantor on the amount guaranteed or to the extent of the
recourse of the beneficiaries of the guarantee which is set out in the Accession Deed applicable to such Additional Guarantor and
agreed with the Agent (acting reasonably in accordance with the Agreed Security Principles).


 


		24	Representations
                                         and Warranties



 


Each
Obligor and, in the case of Clause 24.10 (No misleading information), the Company only, represents and warrants
to each of the Finance Parties that:


 


		24.1	Status



 


		(a)	It and each of its Material Subsidiaries is duly incorporated (or, as the case may be, organised)
and validly existing under the laws of its jurisdiction of its incorporation (or, as the case may be, organisation).



 


		(b)	It and each of its Material Subsidiaries has the power to own its assets and carry on its business
substantially as it is now being conducted.



 


		24.2	Binding obligations



 


Subject to the Legal Reservations
and the Perfection Requirements:


 


		(a)	its obligations under the Finance Documents to which it is a party are valid, legally binding and
enforceable obligations; and



 


		(b)	(without limiting the generality of paragraph (a) above), each of the Transaction Security
Documents to which it is party creates valid security interests which that Transaction Security Document purports to create, ranking
in accordance with the terms of such documents and those security interests are valid and effective.



 


		24.3	Non-conflict with other obligations



 


Subject
to the Legal Reservations and the Perfection Requirements, the entry into and performance by it of, and the transactions
contemplated by, the Finance Documents to which it is a party do not contravene:


 


		(a)	any law or regulation applicable to it in any material respect;



 


		(b)	its constitutional documents in any material respect; or



 


		(c)	any agreement or instrument binding upon it or any member of the Group or any of its or their respective
assets, to an extent which has or is reasonably likely to have a Material Adverse Effect.



 




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		24.4	Power and authority



 


It has the
power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery
of, each of the Finance Documents to which it is a party or will be a party and to carry out the transactions contemplated by those
Finance Documents.


 


		24.5	Validity and admissibility in evidence



 


All Authorisations required by
it in order:


 


		(a)	to enable it lawfully to enter into, exercise its rights and comply with its obligations under
the Finance Documents to which it is a party; and



 


		(b)	to make the Finance Documents to which it is a party, subject to the Legal Reservations, admissible
in evidence in its Relevant Jurisdictions,



 


have been obtained or effected
and are in full force and effect, subject to the Legal Reservations and Perfection Requirements.


 


		24.6	Governing law and enforcement



 


		(a)	Subject to the Legal Reservations, the choice of governing law of the Finance Documents as expressed
in such Finance Document will be recognised in its jurisdiction of incorporation.



 


		(b)	Subject to the Legal Reservations and the Perfection Requirements, (i) any judgment obtained
in relation to a Finance Document in the jurisdiction of the governing law of that Finance Document will be recognised and enforced
in its jurisdiction of incorporation and (ii) any judgment obtained in relation to a Transaction Security Document will be
recognised and enforced in the jurisdiction of the governing law of that Transaction Security Document.



 


		24.7	Filing and stamp taxes



 


Under
the laws of its Relevant Jurisdictions (and, in relation to Transaction Security Documents, subject to the Perfection Requirements)
it is not necessary that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents
or the transactions contemplated by the Finance Documents (it being understood that this Clause 24.7 does not extend to assignments
or transfers made pursuant to Clause 29 (Changes to the Lenders) or, as the case may be, to the enforcement
of Transaction Security) and, subject to the Perfection Requirements, it is not necessary that the Finance Documents be filed,
recorded or enrolled with any court or other authority in that jurisdiction, except for any filing, recording or enrolling which
is referred to in any Legal Opinion and which will be made within the period allowed by applicable law or the relevant Finance
Document.


 


		24.8	Deduction of Tax



 


It is not required to make any
Tax Deduction (as defined in Clause 18.1 (Tax Definitions)) from any payment it may make under any Finance Document to a
Lender which is:


 


		(a)	a UK Qualifying Lender falling within paragraph (i)(A) of the definition of “Qualifying Lender”;



 




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		(b)	a UK Treaty Lender and the payment is one specified in a direction given by the Commissioners of
Revenue & Customs under Regulation 2 of the Double Taxation Relief (Taxes on Income) (General) Regulations 1970 (SI 1970/488);
or



 


		(c)	a US Qualifying Lender.



 


		24.9	No Default



 


		(a)	No Event of Default (or, when this representation is made on the date of this Agreement or on the
Effective Date, no Default) has occurred and is continuing or could reasonably be expected to result from any Utilisation or the
entry into or the performance of any Finance Document.



 


		(b)	To the best of the knowledge and belief of the Company, no event has occurred and is continuing
which constitutes a default (howsoever described) under any agreement to which it or any of its Subsidiaries is party and which
has or could reasonably be expected to have a Material Adverse Effect.



 


		24.10	No misleading information



 


		(a)	Except as disclosed to the Agent or the Arrangers in writing prior to the date on which the Company
approves the Information Memorandum:



 


		(i)	to the best of the knowledge, information and belief of the Company, all the material factual information
(taken as a whole) contained in the Information Memorandum is true and accurate in all material respects at the date (if any) ascribed
thereto in the Information Memorandum or (if none) at the date of the relevant component of the Information Memorandum;



 


		(ii)	to the best of the knowledge, information and belief of the Company, all expressions of opinion
and/or intention in the Information Memorandum were arrived at after careful consideration and are based on reasonable grounds
at the time of being made;



 


		(iii)	the projections and forecasts contained in the Information Memorandum are based upon recent historical
information and on the basis of assumptions believed to be reasonable by the Company (after careful consideration) at the time
of being made; and



 


		(iv)	to the best of the knowledge, information and belief of the Company as at the date of the approval
by the Company of the Information Memorandum, no event or circumstance has occurred and the Information Memorandum does not omit
to disclose any matter where failure to disclose or take into account such event or circumstances would result in the information,
opinions, intentions, forecasts or projections contained in the Information Memorandum (taken as a whole) being untrue or misleading
in any material respect.



 




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		(b)	The forecasts and projections contained in the Initial Base Case Model and the Updated Base Case
Model were prepared based on assumptions believed to be reasonable by the Company at the time made.



 


		(c)	To the best of the knowledge, information and belief of the Company, all material factual information
relating to the Group and/or the Target Group (in each case, taken as a whole) contained in the Reports is accurate in all material
respects on the date of the relevant Report or (if different) as at the date ascribed thereto in such Report.



 


		(d)	All information given by or on behalf of the Company or any other member of the Group to or for
the benefit of any Lender, the Special Financial Advisors or any Lender’s advisors is true and accurate in all material respects
(except in the case of forecasts, which shall be based on reasonable assumptions and prepared in good faith) as at the date on
which it is provided and does not omit to state any fact the omission of which would make that information misleading in any material
respect.



 


		24.11	Financial statements



 


		(a)	To the best of the knowledge, information and belief of the Company:



 


		(i)	the Original Financial Statements under paragraph (a) of that definition give a true and fair view
of the financial position of the Group for the period to which they relate and were prepared in accordance with the accounting
principles consistently applied; and



 


		(ii)	the Original Financial Statements under paragraph (b) of that definition fairly represent the financial
position of the Target Group for the period to which they relate and were prepared in accordance with the accounting principles
applicable to them consistently applied,



 


in each case,
unless expressly disclosed in the Reports.


 


		(b)	The Annual Financial Statements (together with the notes thereto) most recently delivered pursuant
to Clause 25.4 (Financial Statements):



 


		(i)	give a true and fair view of the consolidated financial position of the Group as at the date to
which they were prepared and for the Financial Year then ended; and



 


		(ii)	were subject to Clause 25.9 (Agreed Accounting Principles) prepared in accordance with
the Accounting Principles consistently applied.



 


		(c)	The Quarterly Financial Statements most recently delivered pursuant to Clause 25.4 (Financial
Statements):



 


		(i)	fairly present (subject to customary year-end adjustments) the financial position of the Company
and its Subsidiaries as at the date to which they were prepared and for the Quarter Date to which they relate; and



 




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		(ii)	were, subject to Clause 25.9 (Agreed Accounting Principles), prepared on a basis consistent
with the Accounting Principles (to the extent appropriate in the context of such accounts).



 


		(d)	The Monthly Financial Statements most recently delivered pursuant to Clause 25.4 (Financial
Statements):



 


		(i)	fairly present (subject to customary year-end adjustments) the financial position of the Company
and its Subsidiaries as at the date to which they were prepared and for the Month to which they relate; and



 


		(ii)	were, subject to Clause 25.9 (Agreed Accounting Principles), prepared on a basis consistent
with the Accounting Principles (to the extent appropriate in the context of such accounts).



 


		24.12	No proceedings



 


		(a)	No litigation, arbitration, action, administrative proceeding or Environmental Claim of or before
any court, arbitral body or agency which is reasonably likely to be adversely determined and which, if adversely determined, would
have a Material Adverse Effect has been started or, to the best of its knowledge is threatened, or is pending against it or any
member of the Group.



 


		(b)	There are no labour disputes current, pending or, to its knowledge, threatened which could reasonably
be expected to have a Material Adverse Effect.



 


		24.13	No breach of laws



 


It and each
of its Subsidiaries is in compliance with all laws and regulations applicable to it in its jurisdiction of incorporation or jurisdictions
in which it operates where non-compliance would reasonably be expected to have a Material Adverse Effect.


 


		24.14	Environmental Laws



 


		(a)	It, and each of its Subsidiaries, is in compliance with all Environmental Laws and all Environmental
Permits necessary in connection with the ownership and operation of its business are in full force and effect in each case where
failure to do so would reasonably be expected to have a Material Adverse Effect.



 


		(b)	To the best of its knowledge and belief, there are no circumstances which may reasonably be expected
to prevent or interfere with it or any of its Subsidiaries being in compliance with any Environmental Law including, without limitation,
obtaining or being in compliance with any Environmental Permits in the future where failure to so comply would reasonably be expected
to have a Material Adverse Effect.



 


		24.15	Taxation



 


		(a)	No claims are being asserted against it or any of its Subsidiaries with respect to Taxes which
are reasonably likely to be determined adversely to it or to such Subsidiary and which, if so adversely determined, would have
or would reasonably be expected to have a Material Adverse Effect and all reports and returns on which such Taxes are required
to be shown have been filed within any applicable time limits and all Taxes required to be paid have been paid within any applicable
time limit (taking into account any extension or grace period) save, in each case, to the extent that failure to do so would not
reasonably be expected to have a Material Adverse Effect.



 




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		(b)	It is not (and none of its Material Subsidiaries are) overdue (taking into account any extension
or grace period) in the filing of any Tax return to an extent which would reasonably be expected to have a Material Adverse Effect.



 


		(c)	It is resident for Tax purposes only in its jurisdiction of incorporation.



 


		24.16	Anti-corruption and sanctions



 


		(a)	Neither it, nor its Subsidiaries and its and their respective directors, officers and employees
nor, to the best of its knowledge, its Affiliates, agents, or representatives is a person currently the subject of any Sanctions,
nor is it located, organised or resident in a Sanctioned Country.



 


		(b)	It has not directly or knowingly indirectly, used the proceeds of the Facilities, or lent, contributed
or otherwise made available such proceeds to any subsidiary, joint venture partner or other person, to fund any activities of or
business with any person, or in any Sanctioned Country, or in any other manner that resulted in or would reasonably be expected
to result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor,
investor or otherwise) of any Sanctions.



 


		(c)	It will not directly or knowingly indirectly use any Utilisation, use of proceeds or other transaction
contemplated by this Agreement to violate any Anti-Corruption Laws, Anti-Terrorism Laws or Sanctions.



 


		(d)	Nothing in this Clause shall create or establish an obligation or right for any entity to the extent
that, by agreeing to it, complying with it, exercising it, having such obligation or right, or otherwise, any member of the Group
(or any directors, officers or employees, agents and Affiliates thereof) would be placed in violation of any foreign trade law
or anti-boycott law applicable to it and any provision of Council Regulation (EC) 2271/1996), and any representation made
in or pursuant to this Clause shall be so limited in relation to such entity and to that extent shall not be made by nor apply
to any such entity.



 


		(e)	In relation to each Lender that notifies the Agent to this effect (each a “Restricted Lender”),
this Clause shall only apply for the benefit of that Restricted Lender to the extent that the provisions would not result in (i) any
violation of, conflict with or liability under EU Regulation (EC) 2271/1996 or a similar anti-boycott law. In connection with
any amendment, waiver, determination or direction relating to any part of this Clause of which a Restricted Lender does not have
the benefit, the commitments of that Restricted Lender will be excluded for the purpose of determining whether the consent of the
Majority Lenders or any other applicable group or class of Lenders has been obtained or whether the determination or direction
by the Majority Lenders or any other applicable group or class of Lenders has been made.



 




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		24.17	Pari passu Ranking



 


The payment obligations of each
Obligor under each of the Finance Documents rank and will at all times (except pursuant to a Notifiable Debt Purchase Transaction)
rank at least pari passu in right and priority of payment with all its other present and future unsecured and unsubordinated
indebtedness (actual or contingent) except indebtedness preferred by laws of general application.


 


		24.18	Good title to assets



 


It and each
of its Subsidiaries has good, valid and marketable title to, or valid leases or licences of, or is otherwise entitled to use, all
material assets necessary for the conduct of the business as it is presently being conducted, where failure to do so would reasonably
be expected to have a Material Adverse Effect.


 


		24.19	Legal and Beneficial Ownership



 


		(a)	Save for Permitted Security and subject to paragraph (b) below, it and each of its Subsidiaries
is the sole legal and beneficial owner of the respective assets over which it purports to grant Transaction Security.



 


		(b)	[Reserved]



 


		24.20	Shares



 


The shares
of any Obligor or Material Subsidiary which are subject to the Transaction Security under the laws of that Obligor’s or that
Material Subsidiary’s (as the case may be) jurisdiction of incorporation are fully paid and not subject to any option to
purchase or similar rights. The constitutional documents of such members of the Group do not and will not restrict or inhibit any
transfer of those shares on creation or enforcement of the Transaction Security, other than, in respect of members of the Group
incorporated under the laws of jurisdictions other than the UK, to the extent (i) such restrictions or inhibitions are required
by applicable law or regulation or (ii) cannot be removed without consent from a third party (provided that reasonable endeavours
shall be used for a period of 20 Business Days from request by the Agent to obtain such consent further provided that such obligation
to use reasonable endeavours shall fall away upon expiry of such 20 Business Day period whether or not such consent has been obtained).


 


		24.21	Intellectual Property



 


The Intellectual Property required
in order to conduct the business of the Group:


 


		(a)	is beneficially owned by or licensed to members of the Group free from any licences to third parties
which are materially prejudicial to the use of that Intellectual Property in the business of the Group and will not be adversely
affected by the transactions contemplated by the Finance Documents in each case to an extent which would reasonably be expected
to have a Material Adverse Effect; and



 


		(b)	has not lapsed or been cancelled in any respect which has or could reasonably be expected to have
a Material Adverse Effect and all steps have been taken to protect and maintain such Intellectual Property, including, without
limitation, paying renewal fees where failure to do so would reasonably be expected to have a Material Adverse Effect.



 




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		24.22	Group structure



 


Assuming the Acquisition has
been completed, the factual information relating to the structure of the Group contained in the Group Structure Chart accurately
records in all material respects the structure of the Group.


 


		24.23	Centre of main interests and establishments



 


For the purposes of The Council
of the European Union Regulation No. 2015/848 of 20 May 2015 on insolvency proceedings (recast) (the “Regulation”),
so far as it is aware, its centre of main interest (as that term is used in Article 3(1) of the Regulation) is situated in
its jurisdiction of incorporation.


 


		24.24	No Security/Guarantees/Financial Indebtedness



 


		(a)	No Security or Quasi-Security (or agreement to create the same) exists on or over its or any of
its Subsidiaries’ assets except as permitted by Clause 27.12 (Negative Pledge);



 


		(b)	Neither it nor any of its Subsidiaries has granted any guarantee except as permitted by Clause 27.15
(Guarantees); and



 


		(c)	Neither it nor any of its Subsidiaries has incurred any Financial Indebtedness except as permitted
under Clause 27.14 (Indebtedness).



 


		24.25	Obligors and Guarantor Coverage Level



 


		(a)	Subject to the Agreed Security Principles and to the extent required pursuant to Clause 27.27 (Guarantees
and Security), each Material Subsidiary (other than a Material Subsidiary that is a member of the Target Group) is an Obligor
on the Closing Date, or in the case of any member of the Target Group that is a Material Subsidiary, will be an Obligor within
90 days of the Closing Date.



 


		(b)	Subject to the Agreed Security Principles and to the extent required pursuant to Clause 27.27 (Guarantees
and Security), on the date falling 90 days after the Closing Date, the Guarantor Coverage Level will be met.



 


		24.26	Accounting Reference Date



 


To the best of its knowledge
and belief, the financial year of each member of the Group ends on 31 December.


 


		24.27	Acquisition Documents



 


		(a)	As at the date of this Agreement, the Acquisition Documents contain all the material terms and
conditions of the Acquisition.



 


		(b)	There is no disclosure made to the Acquisition Documents which has or may have a material adverse
effect on any of the information, opinions, intentions, forecasts and projections contained or referred to in the Information Memorandum.



 




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		(c)	To the best of its knowledge, no representation or warranty given by any party to the Acquisition
Documents is untrue or misleading in a material respect.



 


		24.28	Pension Schemes



 


The pension schemes of each member
of the Group are funded to the extent required by law or otherwise comply with the requirements of any material law applicable
in the jurisdiction in which the relevant pension scheme is maintained, in each case, where failure to do so would reasonably be
expected to have a Material Adverse Effect.


 


		24.29	Margin Stock



 


		(a)	Neither it nor any of its Subsidiaries is engaged, principally or as one of its important activities,
in the business of purchasing or selling Margin Stock or extending credit for the purpose of purchasing or carrying Margin Stock.



 


		(b)	Any proceeds of the Loans will not be used for the purpose of purchasing or carrying Margin Stock
or extending credit for the purpose of purchasing or carrying Margin Stock.



 


		(c)	As of the date of this Agreement, neither it nor any of its Subsidiaries owns any Margin Stock.



 


		(d)	Neither the making of any Loan nor the use of the proceeds of it will violate or be inconsistent
with the provisions of US Regulation T, U, or X of the Board of Governors of the Federal Reserve System from time to time in effect
or any successor to all or a portion thereof.



 


		24.30	ERISA



 


		(a)	Except as would not reasonably be expected to have a Material Adverse Effect, no ERISA Event has
occurred or is reasonably expected to occur.



 


		(b)	Except as would not, individually or in the aggregate, result in a Material Adverse Effect:



 


		(i)	no Pension Plan which is subject to Section 412 of the Code or Section 302 of ERISA has applied
for or received an extension of any amortization period, within the meaning of Section 412 of the Code or Section 302 or 304 of
ERISA; and



 


		(ii)	none of the Obligors nor any ERISA Affiliate has any liability under Section 4069 or 4212(c) of
ERISA.



 


		(c)	There are no actions, suits or claims pending against or involving a Plan (other than routine claims
for benefits) or, to the knowledge of any Obligor, threatened, which would reasonably be expected to be asserted successfully against
any Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to have a Material Adverse
Effect.



 




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		(d)	Except as would not, individually or in the aggregate, result in a Material Adverse Effect:



 


		(i)	each Non-U.S. Plan has been maintained in compliance with its terms and with the requirements of
any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing
with applicable regulatory authorities, except as would not reasonably be expected to result in a material liability;



 


		(ii)	all contributions required to be made with respect to a Non-U.S. Plan have been timely made; and



 


		(iii)	none of the Obligors nor any of their Subsidiaries has incurred any obligation in connection with
the termination of, or withdrawal from, any Non-U.S. Plan.



 


		24.31	Investment Company Act



 


		(a)	Neither it nor any of its Subsidiaries is an “investment company” within the meaning
of the US Investment Company Act of 1940, as amended.



 


		(b)	Neither the making of any Loans nor the application of the proceeds or repayment thereof by any
Obligor, nor the consummation of the other transactions contemplated hereby, will violate any provision of such Act or any rule,
regulation or order of the US Securities and Exchange Commission thereunder.



 


		24.32	Solvency



 


		(a)	On the Closing Date immediately following the making of the Loans and after giving effect to the
application of the proceeds of such Loans, the Company on a consolidated basis with its Subsidiaries, will be Solvent.



 


		(b)	No Event of Default has occurred and is continuing pursuant to Clauses 28.8 (Insolvency),
28.9 (Insolvency proceedings) or 28.10 (Attachment or process).



 


		24.33	Holding companies



 


		(a)	Each of the Company, DMWSL 633 Limited and DMWSL 632 Limited is a holding company and:



 


		(i)	has not traded, other than by entering into the Transaction Documents, the provision of administrative
services to other members of the Group and any other activity expressly permitted under Clause 27.26 (Holding Company);



 


		(ii)	does not own any asset, other than loans and money received by it which are in each case permitted
by the terms of the Finance Documents, rights arising under the Finance Documents, the shares in the capital of its Subsidiaries
and any other ownership or rights expressly permitted under Clause 27.26 (Holding Company); and



 




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		(iii)	does not have liabilities to any person, other than pursuant to the Transaction Documents and in
respect of payment of costs, legal fees, auditors fees and other similar fees and expenses, and other matters expressly permitted
under Clause 27.26 (Holding Company).



 


		(b)	Each of the Closing Date Dormant Subsidiaries is a Dormant Subsidiary.



 


		24.34	Repetition



 


		(a)	The representations and warranties in this Clause 24 shall be made on the date on the date
of this Agreement and the Closing Date except that:



 


		(i)	the representations and warranties set out in Clause 24.10 (No misleading information),
to the extent relating to the Information Memorandum, shall be made only on the date of approval by the Company and not repeated
thereafter;



 


		(ii)	the representations and warranties set out in Clause 24.10 (No misleading information)
to the extent relating to the Reports and the Initial Base Case Model shall be made only on the later of the date of this Agreement
and the date of approval and delivery in final form to the Agent and not repeated thereafter; and



 


		(iii)	the representations and warranties set out in paragraph (a) of Clause 24.11 (Financial
statements) shall be made only on the date of this Agreement and not repeated thereafter.



 


		(b)	The representations and warranties set out in Clauses 24.1 (Status) to 24.6 (Governing
law and enforcement) (inclusive), paragraph (a) of Clause 24.9 (No Default), Clause 24.10 (No misleading
information) to Clause 24.12 (No proceedings) (inclusive), Clauses 24.16 (Anti-corruption and sanctions) to Clause
(24.20 Shares) (inclusive), Clause 24.21 (Intellectual Property), Clause 24.23 (Centre of main interests and establishments),
Clauses 24.29 (Margin Stock) to 24.31 (Investment Company Act) (inclusive) and paragraph (b) of Clause 24.32 (Solvency)
(such representations and warranties being the “Repeating Representations”) shall be deemed to be repeated on
the date of each Utilisation Request, each Utilisation Date and on the first day of each Interest Period and on the date of
the Amendment and Restatement Agreement and on the Effective Date.



 


		(c)	The representations and warranties set out in paragraph (a) of Clause 24.32 (Solvency) shall
be deemed to be repeated on the date of each Utilisation Request and on each Utilisation Date, provided that such Utilisation Request
and Utilisation Date relate to a Utilisation advanced to a Borrower incorporated in the US.



 


		(d)	The Repeating Representations shall in addition be repeated in relation to the relevant Additional
Obligor on each date on which it becomes an Obligor.



 




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		(e)	The representations and warranties set out in paragraph (b), (c) and (d) of Clause 24.11
(Financial statements) in respect of each set of financial statements delivered pursuant to Clause 25.4 (Financial
Statements) shall only be made once in respect of each set of financial statements and shall be made on the date such financial
statements are delivered.



 


		25	Information
                                         and Accounting Undertaking



 


The undertakings in this Clause 25
shall continue for so long as any sum remains payable or capable of becoming payable under the Finance Documents or any Commitment
is in force.


 


		25.1	Events of Default



 


The
Company and each other Obligor will, promptly after becoming aware of it, notify the Agent (with a copy to the Security
Agent) of the occurrence of any Default that is continuing (and the steps if any being taken to remedy it) and will from time to
time if the Agent has reasonable grounds for believing that a Default has occurred and is continuing and so requests in writing
deliver to the Agent a certificate on behalf of the Company, signed by a Member of the Office of the Executive Chairman confirming
that to the best of the Company’s knowledge (having carried out due and careful inquiry), no Default has occurred and is
continuing or setting out details of any Default of which such director is aware and the action (if any) taken or proposed to be
taken to remedy it.


 


		25.2	Books of Account



 


Each Obligor will keep, and each
Obligor will procure that its Subsidiaries will keep, proper books of account relating to its business.


 


		25.3	Appointment of Auditors



 


The
Company will not (except where required by applicable law) appoint any auditors other than the Auditors in respect of the
Annual Financial Statements.


 


		25.4	Financial Statements



 


		(a)	The Company will deliver (or will procure that the relevant Obligor delivers) to the Agent for
distribution to the Lenders (with sufficient copies for each of the Lenders if so requested by the Agent) copies of the following:



 


		(i)	as soon as these are available and in any event within 120 days after the end of each Financial
Year of the Company the audited consolidated financial statements of the Group for that Financial Year (the “Annual Financial
Statements”);



 


		(ii)	beginning with the first full Financial Quarter to occur after the Closing Date, within 45 days
after the end of each Month ending on Quarter Date, the consolidated financial statements of the Company for that Financial Quarter
(the “Quarterly Financial Statements”);



 




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		(iii)	beginning with the first full Month to occur after the Closing Date, within 45 days of the
end of each Month not ending on a Quarter Date, the monthly unaudited consolidated management accounts of the Company (the
“Monthly Financial Statements”); and



 


		(iv)	if prepared and if requested by the Agent, the audited financial statements (consolidated if appropriate)
of each Obligor for that Financial Year.



 


		(b)	The Company shall ensure that each of the Financial Statements delivered to the Agent pursuant
to this Agreement shall:



 


		(i)	in the case of the Monthly Financial Statements, include cumulative management accounts for the
Financial Year to date together with a statement from the directors of the Company commenting on that month’s performance and any
material developments;



 


		(ii)	in the case of the Annual Financial Statements and the Quarterly Financial Statements, include
a balance sheet, profit and loss account and full cashflow statement; and



 


		(iii)	fairly represent (subject to customary year-end adjustments) the financial condition of the Group
and its operations as at the date on which those financial statements or accounts were drawn up.



 


		25.5	Compliance Certificates



 


		(a)	The Company shall deliver to the Agent with each set of Quarterly Financial Statements a Quarterly
Compliance Certificate signed by one director of the Company:



 


		(i)	certifying whether or not as at the date of the relevant accounts the Group was in compliance with
the financial covenants contained in Clause 26 (Financial Covenants);



 


		(ii)	setting out (in reasonable detail) computations as to compliance with the financial covenants and
the calculation of the Margin set out in the definition of Margin;



 


		(iii)	with respect to any basket, test or permission where an element is set by reference to a percentage
Consolidated Pro Forma EBITDA, setting out the Euro equivalent of such percentage;



 


		(iv)	confirming the Material Subsidiaries and compliance with paragraphs (b) and (c) of Clause 27.27
(Guarantees and Security) (such certificate to contain reasonably detailed calculations demonstrating such matters);



 


		(v)	confirming which members of the Group are Dormant Subsidiaries as at the end of the most recent
Financial Quarter; and



 


		(vi)	setting out how much of the Available Amount was utilised as at the end of the most recent Financial
Quarter.



 




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For the avoidance of doubt there
will be no requirement to deliver a Compliance Certificate with any set of Monthly Financial Statements delivered to the Lenders.


 


		(b)	The Company shall deliver to the Agent with the Annual Financial Statements, an Annual Compliance
Certificate signed by one director of the Company:



 


		(i)	confirming whether or not as at the date of the relevant accounts the Group was in compliance with
the financial covenants contained in Clause 26 (Financial Covenants);



 


		(ii)	setting out (in reasonable detail) computations as to compliance with the financial covenants and
the calculation of the Margin set out in the definition of Margin;



 


		(iii)	confirming the amount of Excess Cash Flow and Retained Excess Cash; and



 


		(iv)	confirming the Material Subsidiaries and compliance with paragraphs (b) and (c) of Clause 27.27
(Guarantees and Security) (such certificate to contain reasonably detailed calculations demonstrating such matters).



 


		(c)	Each Annual Compliance Certificate shall be reported on by the Auditors as to the proper extraction
of the numbers set out in the Annual Financial Statements to the extent such numbers are used in the calculation of the financial
covenants contained in Clause 26 (Financial Covenants) and shall, if such Annual Financial Statements are prepared
on a different accounting basis to the Accounting Principles, be accompanied by a certificate from the Auditors confirming the
basis for such changes and the calculations and adjustments and a reconciliation to the original Accounting Principles (subject
to each Finance Party agreeing an engagement letter with the Auditors (and otherwise in such manner and on such conditions as the
auditors specify) and only to the extent that firms of auditors of international repute have not adopted a general policy of not
providing such reports), it being understood, for the avoidance of doubt, that nothing in this Agreement shall require the Auditors
to confirm or comment on the actual calculation of such financial covenants or any other matter other than the extraction of the
numbers referred to above. The Company shall use all reasonable endeavours to ensure that the Auditors provide an engagement letter
on acceptable terms.



 


		25.6	Investigations



 


Each
Obligor will (and the Company will ensure that each other member of the Group will) while an Event of Default is continuing,
permit the Agent or other professional advisers engaged by the Agent (after consultation with the Company as to the scope of the
investigation and engagement), at the cost of the Company (provided that such costs are reasonably and properly incurred):


 


		(a)	free access (in the presence of the Company) at all reasonable times and on reasonable notice to
the books, accounts and records of each member of the Group to the extent the Agent (acting reasonably) considers such books, accounts
or records to be relevant to the Event of Default which has occurred and to inspect and take copies of and extracts from such books,
accounts and records; and



 




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		(b)	free access during normal business hours and on reasonable notice to meet and discuss with senior
management of the relevant Obligor or other member of the Group,



 


provided that all information
obtained by the Finance Parties as a result of such access shall be subject to the confidentiality restrictions set out in this
Agreement and provided further that any third party engaged by the Agent must provide a confidentiality undertaking in favour of
the Company and any other relevant members of the Group prior to receiving access unless such third party is under a professional
duty of confidentiality to the Agent (such undertaking to be in form and substance satisfactory to the Company and the Agent (each
acting reasonably)).


 


		25.7	Other Information



 


Subject
to any applicable laws, regulations and/or duties of confidentiality (which, in each case, are applicable through no fault or omission
of any Obligor and provided that the relevant Obligor uses reasonable endeavours to overcome or remove any such restrictions),
the Company will, and will procure that each other Obligor shall (unless it is aware that another Obligor has already done
so), promptly upon becoming aware of or receiving a request (as the case may be) to deliver to the Agent for distribution to the
Lenders:


 


		(a)	details of any litigation, arbitration or administrative proceedings, Environmental Claim, action
or labour dispute affecting it or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect;



 


		(b)	at the same time as they are dispatched, copies of all material documents dispatched by the Company
to its shareholders generally (or any class of them);



 


		(c)	at the same time as sent to the Company’s creditors, any other material document or material
information sent to the Company’s creditors generally (or any class of them) by reason of financial difficulty;



 


		(d)	details of any claim exceeding £1,000,000 made by or against it under the terms of the Acquisition
Documents of which it is aware;



 


		(e)	details of any Disposal that would lead to a mandatory prepayment of the Facilities pursuant to
Clause 12 (Mandatory Prepayment); and



 


		(f)	such other information relating to the financial condition, assets or operation of the Group, as
the Agent (acting on the instructions of the Majority Lenders) may from time to time reasonably request.



 




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		25.8	ERISA



 


Each Obligor
shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests), promptly and in any event within
30 days after an Obligor becomes aware of the occurrence of any ERISA Event, a certificate of a Member of the Office of the Executive
Chairman, or other officer or employee, of the Obligor describing such ERISA Event, what action the Obligor or any ERISA Affiliate
has taken, is taking or proposes to take with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS
pertaining to such ERISA Event and any notices received by such Obligor or ERISA Affiliate from the PBGC, any other governmental
agency with respect thereto or any Multiemployer Plan.


 


		25.9	Agreed Accounting Principles



 


		(a)	The Company shall procure that all its Financial Statements delivered or to be delivered to the
Agent under this Agreement shall be prepared in accordance with the Accounting Principles, accounting practices and (without prejudice
to the Accounting Reference Date) financial reference periods consistent with those applied in the Original Financial Statements
under paragraph (a) of that definition and the Updated Base Case Model. If such Financial Statements are prepared on a different
accounting basis to the Accounting Principles (including in the case of a change of Accounting Principles), accounting practices
and (without prejudice to the Accounting Reference Date) financial reference periods consistent with those applied in the Original
Financial Statements under paragraph (a) of that definition and the Updated Base Case Model:



 


		(i)	the Company shall promptly so notify the Agent;



 


		(ii)	if requested by the Agent following notification under paragraph (i) above, the Company must
promptly supply to the Agent a full description of the change notified under paragraph (i) and a statement (the “Reconciliation
Statement”) signed by a Member of the Office of the Executive Chairman;



 


		(iii)	the Company and the Agent (on behalf of the Lenders) shall promptly after such notification enter
into negotiations in good faith with a view to agreeing (A) such amendments to Clause 26 (Financial Covenants)
and/or the definitions of any or all of the terms used therein as are necessary to give the Lenders comparable protection to that
contemplated at the date of this Agreement and (B) any other amendments to this Agreement which are necessary to ensure that
the adoption by the Group of such different accounting basis does not result in any material alteration in the commercial effect
of the obligations of any Obligor in the Finance Documents;



 


		(iv)	if amendments satisfactory to the Majority Lenders (acting reasonably and in accordance with the
provisions of this Clause) are agreed by the Company and the Agent in writing within 30 days of such notification to the Agent,
those amendments shall take effect in accordance with the terms of that agreement; and



 




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		(v)	if such amendments are not so agreed within 30 days, the Company shall promptly deliver to
the Agent:



 


		(A)	in reasonable detail and in a form satisfactory to the Agent, details of all such adjustments as
need to be made to the relevant financial statements in order to reflect the applicable Accounting Principles at the date of delivery
of the relevant financial statements;



 


		(B)	sufficient information, in form and substance as may be reasonably required by the Agent, to enable
the Lenders to determine whether Clause 26 (Financial Covenants) has been complied with including but not limited to
a Reconciliation Statement to be delivered with each set of Financial Statements; and



 


		(C)	together with the Compliance Certificate delivered with the Annual Financial Statements for that
Financial Year, written confirmation from the Auditors (addressed to the Agent) confirming the basis for such changes and the calculations
and adjustments provided by the Company under paragraphs (A) and (B) above (subject to each Finance Party agreeing an engagement
letter with the Auditors (and otherwise in such manner and on such conditions as the auditors specify) and only to the extent that
the Auditors have not adopted a general policy of not providing such confirmation).



 


		(b)	No alteration may be made to the Accounting Reference Date of the Company without the prior written
consent of the Agent (acting on the instructions of the Majority Lenders) (in which event the Agent may require such changes to
the financial covenants set out in Clause 26 (Financial Covenants) and/or definitions of any or all of the terms used
therein, and any Financial Year based general baskets, exceptions and permissions and in relation to the amount and timing of mandatory
prepayments of Excess Cash Flow, as are necessary to give the Lenders comparable protection to that contemplated at the date of
this Agreement as will fairly reflect such change) provided that the consent of the Agent (acting on the instructions of the Majority
Lenders (acting reasonably and in accordance with the provisions of this Clause)) shall not be required to any such change where:



 


		(i)	the Accounting Reference Date is changed to another Quarter Date and the Financial Year of the
Company is not longer than twelve months; or



 


		(ii)	the Company:



 


		(A)	delivers to the Agent, in reasonable detail and in a form satisfactory to the Agent (acting on
the instructions of the Majority Lenders) on the date of delivery of each set of Audited Financial Statements required to be delivered
pursuant to Clause 25.4 (Financial Statements), details of all such adjustments as need to be made to such financial
statements to provide the information required to test compliance with Clause 26 (Financial Covenants); and



 




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		(B)	together with the Compliance Certificate delivered with the Annual Financial Statements for that
Financial Year, provides written confirmation from the Auditors (addressed to the Agent) confirming the basis for such changes
and the calculations and adjustments provided by the Company under paragraph (A) above,



 


provided
further that the Company may not exercise this right to alter its Accounting Reference Date on more than two occasions.


 


		(c)	Notwithstanding anything to the contrary in the preceding paragraphs, until any amendments requested
by the Company are approved by the Majority Lenders the calculations in each Compliance Certificate and Clause 26 (Financial covenants)
shall be based upon and consistent with Financial Statements prepared in accordance with the Accounting Principles, accounting
practices and (without prejudice to the Accounting Reference Date) financial reference periods consistent with those applied in
the Original Financial Statements under paragraph (a) of that definition and the Updated Base Case Model.



 


		25.10	Annual Presentation



 


Once
in every Financial Year of the Group and, promptly (and in any event within 10 Business Days) following a request by the
Majority Lenders, no more frequently than every three months after the Effective Date for the 2020 calendar year (or, upon request
by the Majority Lenders (acting reasonably), more frequently if an Event of Default has occurred and is continuing), at least two
executive directors of the Company (one of whom shall be the finance director or the CFO) shall, as requested by the Agent, give
a presentation to the Finance Parties, at a time and venue agreed with the Agent (and, at the Company’s election in its discretion,
such presentation may take place over the telephone or at a physical location), about the financial performance of the Group and
the ongoing business of the Group.


 


		25.11	“Know your customer” checks



 


		(a)	Each Obligor shall promptly, upon the request of the Agent or any Lender, supply, or procure the
supply of, such documentation and other evidence as is requested by the Agent (for itself or on behalf of any Lender) or any Lender
(for itself or on behalf of any prospective New Lender) (provided it has entered into a confidentiality undertaking substantially
in the standard LMA form) in order for the Agent, such Lender or any prospective New Lender to carry out and be satisfied with
the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations
pursuant to the transactions contemplated in the Finance Documents.



 


		(b)	Each Lender shall promptly, upon the request of the Agent, supply, or procure the supply of, such
documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the Agent to carry out and be
satisfied with the results of all necessary “know your customer” or other similar checks under all applicable laws
and regulations pursuant to the transactions contemplated in the Finance Documents.



 




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		(c)	The Company shall promptly upon the request of the Agent or any Lender supply, or procure the supply
of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) (provided
it has entered into a confidentiality undertaking substantially in the standard LMA form) in order for the Agent, or any Lender
to carry out and be satisfied with the results of all necessary “know your customer” or other similar checks under
all applicable laws and regulations pursuant to the accession of such Subsidiary to this Agreement as an Additional Obligor pursuant
to Clause 31 (Changes to the Obligors).



 


		(d)	Without limiting the generality of the foregoing, each Lender subject to the USA PATRIOT Act (Title
III of Pub. Law 107 56 (signed into law 26 October, 2001)) (as amended from time to time, the “PATRIOT Act”)
hereby notifies the Company that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information
that identifies the Company and any other Obligor and other information that will allow such Lender to identify the Company and
any other Obligor in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act
and is effective as to the Agent and each Lender. The Obligors hereby acknowledge and agree that the Agent shall be permitted to
share any or all such information with the Lenders.



 


		25.12	Public Lender Information



 


		(a)	The Company acknowledges that certain of the Lenders (each a “Public Lender”)
may have personnel who do not wish to receive MNPI which may be included in the information provided to the Lenders pursuant to
this Clause 25 (Information and Accounting Undertaking) (the “Borrower Materials”).



 


		(b)	The Company hereby agrees that (unless otherwise agreed by the Agent (acting on the instructions
of the Majority Lenders)):



 


		(i)	all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously
marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the
first page thereof;



 


		(ii)	by marking Borrower Materials “PUBLIC”, the Company shall be deemed to have authorised
the Agent and the Finance Parties to treat such Borrower Materials as not containing any MNPI; and



 


		(iii)	the Agent shall treat any Borrower Materials that are not marked “PUBLIC” as being
suitable only for Lenders who are not Public Lenders (it being understood that such information may, notwithstanding that it is
not MNPI, not be in the public domain and may be confidential, sensitive and proprietary), it being understood, for the avoidance
of doubt, that the Monthly Financial Statements shall in any event only be distributed to Lenders who are not Public Lenders.



 




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		25.13	Additional Enhanced Reporting



 


		(a)	During the Special Information Rights Period each Obligor will (and the Company will ensure that
each other member of the Group will) permit each Lender and the Special Financial Advisor, at the cost of the Company (provided
that such costs are reasonably incurred), free access on reasonable notice to meet and/or discuss with senior management of the
relevant Obligor or other member of the Group.



 


		(b)	During the Special Information Rights Period each Obligor will (and the Company will ensure that
each other member of the Group will) provide to each Lender and the Special Financial Advisor:



 


		(i)	within 5 Business Days of the start of each month, monthly 13 week rolling cashflow projections,
including: (A) an analysis of any differences between the actual cashflow and the cashflow predicted by the previously-delivered
forecast; and (B) a sufficiently detailed explanation of material variances to the prior delivered projections;



 


		(ii)	promptly upon becoming aware thereof, details (in form and substance satisfactory to the Majority
Lenders) of any event or circumstances that is likely to have a material impact on any forecasts, projections or other information
provided pursuant to paragraph (b)(i) above;



 


		(iii)	all information reasonably requested by the Majority Lenders (such information to be provided promptly
and in form and substance satisfactory to the Majority Lenders (acting reasonably));



 


		(iv)	promptly following receipt by the relevant member of the Group (but subject to any applicable rules
of privilege, confidentiality obligations, insider trading rules and other applicable and reasonable policies of the Company) copies
of any valuations and related information received by a member of the Group in relation to any assets of any member of the Group;
and



 


		(v)	by no later than the Effective Date, a copy of its plan in respect of the COVID-19 Pandemic (which
plan to include, among other things, details of creditor payments, labour plans, maintenance and additional liquidity drains and
to be in form and substance satisfactory to the Lenders).



 


		(c)	During the Special Information Rights Period each Obligor will (and the Company will ensure that
each other member of the Group will) provide each Lender and the Special Financial Advisor with reasonable details (in form and
substance satisfactory to the Majority Lenders) of any actual or potential default (howsoever described) under any material contract,
any litigation (threatened, stayed or commenced), any arbitration or administrative proceedings, any Environmental Claim, any investigation,
any industrial or labour action or any other matter, event or circumstance which might adversely affect the capital restructuring
or the financial condition of the Group.



 




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		25.14	Board observer



 


During
the Special Information Rights Period, the Lenders will be entitled to appoint one person, who is reasonably acceptable to the
board of directors of the Company (it being agreed that each Pre-Approved Person is hereby deemed to be acceptable to the board
of directors of the Company for all purposes under this Clause 25.14), to serve as a board observer entitled to attend each meeting
of the board of directors of the Company and each member of the Group (and committees and subcommittees thereof) (provided that
such board observer shall have no voting rights with respect to actions taken or elected not to be taken by any such board or committee
or subcommittee) at the expense of the Company, provided such expenses (but no hourly rates or other fees chargeable by such person
for or in connection with his or her attendance) are reasonably incurred and properly documented and further provided that the
board observer shall sign a customary non-disclosure agreement (with appropriate customary carve-outs, including allowing the board
observer to report to the Lenders (such Lenders being subject to the confidentiality provisions of this Agreement)) and comply
with any confidentiality, insider trading rules and other applicable and reasonable policies of the Company applicable to Company
directors generally (including, without limitation, the Company’s code of business conduct and ethics, securities trading policies
and corporate governance guidelines), and the Company or any member of the Group may limit such board observer’s access to certain
board (or committee or subcommittee) information or meetings (a) in respect of which the board reasonably and in good faith determines
based on the bona fide written advice (including email) of outside counsel that granting the board observer such access to such
information or meetings would materially prejudice any attorney-client privilege necessary for the Company (or any Group member)
to preserve or (b) if granting such board observer such access would pose a material conflict of interest (it being agreed that
discussions in respect of the Company’s current or future financial performance shall not be subject to any such exclusion
or limitation) provided that, before the board may so limit the board observer’s access or so withhold information from the board
observer in accordance with the above, the board of directors of the Company (or the applicable Group member) shall notify the
board observer of its determination to do so, and consult with the board observer to minimize or eliminate the need for such exclusion,
limitation or withholding and such exclusion, limitation or withholding shall be limited to the portion of the applicable board
(or committee or subcommittee) meeting or information that is the basis for such exclusion, limitation or withholding and shall
not extend to any portion of the applicable meeting or information that does not involve or pertain to such exclusion, limitation
or withholding. Other than in respect of the Pre-Approved Persons, it is agreed that a decision by the board of directors of the
Company (or relevant Group member) to exclude from acting as a board observer a person that competes in a material respect with
the business of the Group (taken as a whole) shall not be deemed to be an unreasonable exclusion. In the event that any person
appointed as a board observer pursuant to this Clause 25.14 violates in any material respect the non-disclosure agreement or in
any material respect any of the policies referred to in the first sentence of this Clause 25.14 and either such violation is not
capable of being cured or such person fails to cure such violation as promptly as practicable following the delivery of written
notice of such violation from the Company’s board of directors to such person and the Agent, the board of directors of the Company
shall have the right to remove such person as acting as a board observer and the Majority Lenders shall be entitled to appoint
a replacement to act as a board observer who is reasonably acceptable to the Company’s board of directors (and the provisions of
this Clause 25.14 shall apply to such replacement as if he or she had originally been appointed hereunder). The Majority Lenders
will cease to have any right to appoint any board observer pursuant to this Clause 25.14 upon the expiration of the Special Information
Rights Period and any then current appointment of any observer pursuant to this Clause 25.14 shall cease on such expiration.


 




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		25.15	Information provided to Lenders



 


Each Obligor will (and the Company
will ensure that each other member of the Group will) use all reasonable endeavours to ensure that all information given by or
on behalf of it to or for the benefit of any Lender, the Special Financial Advisors or any Lender’s advisors is true and accurate
in all material respects (except in the case of forecasts, which shall be based on reasonable assumptions and prepared in good
faith) as at the date on which it is provided and does not omit to state any fact the omission of which would make that information
misleading in any material respect (and shall promptly notify the Lenders of any event, matter or circumstance which would make
the foregoing untrue or inaccurate).


 


		25.16	Special Financial Advisor



 


		(a)	At any time during the Special Information Rights Period, if and when requested by the Majority
Lenders (acting in their sole discretion), the Company and each other member of the Group shall (at their expense) pay all of the
reasonable fees, costs and expenses of a Special Financial Advisor on terms and conditions and pricing (including, without limitation,
as to scope of duties and authority and indemnities) acceptable to the Majority Lenders and the Company (each acting reasonably
and provided that the Company’s consent shall not be unreasonably withheld, delayed or conditioned and provided that it shall be
deemed unreasonable for the Company to object to any scope or duties of the Special Financial Advisor in relation to contingency
planning). On and from the date on which the Company and the Majority Lenders agree the terms and conditions on which the Special
Financial Advisor’s is appointed (including as to scope of duties), the Company shall (i) fully cooperate with the Special Financial
Advisor and (ii) authorise the Special Financial Advisor to provide to the Agent and Lenders such information and reports from
time to time with respect to the Group and its financial condition, strategic alternatives, business, assets, liabilities and prospects,
as the Agent may reasonably request from time to time (acting on the instructions of the Majority Lenders).



 


		(b)	After the end of the Special Information Rights Period the Company’s obligations to maintain the
Special Financial Advisor appointment pursuant to paragraph (a) above shall cease to apply provided the all of the Special Financial
Advisor’s fees, costs and expenses for prior periods have been paid in full).



 


		25.17	Budget



 


		(a)	The Company shall supply to the Agent in sufficient copies for all of the Lenders, as soon as the
same become available but in any event within 60 days before the start of each of its Financial Years, an annual Budget for that
Financial Year.



 




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		(b)	The Company shall ensure that each Budget for a Financial Year:



 


		(i)	is in a form reasonably acceptable to the Agent and includes:



 


		(A)	a projected consolidated profit and loss, balance sheet and cashflow statement for the Group; and



 


		(B)	projected financial covenant calculations,



 


for that Financial
Year and for each Financial Quarter of that Financial Year;


 


		(ii)	is prepared in accordance with the Accounting Principles and the accounting practices and financial
reference periods applied to financial statements under Clause 25.4 (Financial Statements); and



 


		(iii)	has been approved by the board of directors of the Company.



 


		(c)	If the Company updates or changes the Budget, it shall promptly deliver to the Agent, in sufficient
copies for each of the Lenders, such updated or changed Budget together with a written explanation of the main changes in that
Budget.



 


		26	Financial
                                         Covenants



 


		26.1	Financial definitions



 


In this Agreement:


 


“Acceptable Capital
Expenditure Funding Sources” means:


 


		(a)	New Shareholder Injections;



 


		(b)	Permitted Financial Indebtedness;



 


		(c)	Retained Cash; and



 


		(d)	[Reserved],



 


in each
case to the extent Not Otherwise Applied.


 


“Borrowings”
means, at any time, the aggregate outstanding principal, capital or nominal amount of the Financial Indebtedness of members of
the Group (on a consolidated basis) other than, without double counting:


 


		(a)	any indebtedness referred to in paragraph (g) of the definition of Financial Indebtedness;



 


		(b)	the amount of any liability of pension obligations of the Group;



 


		(c)	any indebtedness under any operating lease;



 


		(d)	in relation to the minority interests line in the balance sheet of any member of the Group;



 


		(e)	[Reserved];



 




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		(f)	any Financial Indebtedness represented by shares (except for shares redeemable mandatorily or at
the option of the holder prior to the final maturity date of Facility B);



 


		(g)	all contingent liabilities under a guarantee, indemnity, bond, standby or documentary letter of
credit to the extent such contingent liabilities do not guarantee or support Financial Indebtedness of a member of the Group and
are not treated as Financial Indebtedness in accordance with the Accounting Principles unless the underlying liability covered
by such instrument has become due and payable and remains unpaid;



 


		(h)	any liability to a financial institution in respect of any credit for goods and services raised
in the ordinary course and outstanding for more than 120 days after its customary date of payment; and



 


		(i)	any intra-Group liabilities.



 


“Business Acquisition”
means the acquisition of or investment in a company or any shares (or equivalent ownership interests), or securities or a business,
real estate, or undertaking (or, in each case, any interest in any of them) or the incorporation of a company (including a Permitted
Acquisition or Permitted Joint Venture).


 


“Capital Expenditure”
means any cash expenditure (other than expenditure in respect of Business Acquisitions or Restructuring Cost) which, in accordance
with the Accounting Principles, is treated as capital expenditure (including the capital element only of any expenditure incurred
in connection with a Capitalised Lease Obligation (other than for purposes of Consolidated Cash Flow)), and only taking into account
the actual cash payment made where assets are replaced and part of the purchase price is paid by way of part exchange.


 


“Capitalised Lease
Obligations” means, with respect to any person, any rental obligation (including any hire purchase payment obligation)
which, under the Accounting Principles, would be required to be treated as a finance lease or otherwise capitalised in the audited
financial statements of that person, but only to the extent of that treatment.


 


“Consolidated Cash
Flow” means, in respect of the Group and any Relevant Period, Consolidated EBITDA, without double counting:


 


		(a)	less any increase in Working Capital;



 


		(b)	plus any decrease in Working Capital;



 


		(c)	less all amounts actually paid in cash by members of the Group during the Relevant Period in respect
of Capital Expenditure;



 


		(d)	less all amounts actually paid in cash by members of the Group during the Relevant Period in respect
of Business Acquisitions other than the Acquisition;



 


		(e)	less Pension Items paid in cash to the extent not included in Consolidated EBITDA;



 




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		(f)	less amounts paid in cash or falling due for payment during such period in respect of income tax,
corporation tax, withholding tax, trade tax or any other equivalent;



 


		(g)	plus the amount of any tax credit or rebate received in cash;



 


		(h)	plus exceptional, one-off and non-recurring items received in cash (to the extent not included
in Consolidated EBITDA);



 


		(i)	(without double counting) less exceptional, one-off and non-recurring items and Restructuring Costs
and reorganisation costs paid in cash (to the extent not taken into account in calculating Consolidated EBITDA);



 


		(j)	plus (to the extent not included in Consolidated EBITDA) the amount of any dividends or other profit
distributions or loan repayments or prepayments or other cash payments (including royalties) received in cash (and grossed up for
any withholding tax) by any member of the Group during such period from any entity or investment (including Joint Ventures and
associates) which is not itself a member of the Group;



 


		(k)	less (to the extent not included in Consolidated EBITDA) amounts invested in cash in Permitted
Joint Ventures;



 


		(l)	(to the extent not taken into account in or excluded by any other paragraph of this definition)
less all non-cash credits and plus all non-cash debits and other non-cash charges included in establishing Consolidated EBITDA;



 


		(m)	(to the extent included in Consolidated EBITDA or in any other paragraph of this definition) excluding
the effect of all cash movements associated with the Acquisition or the Refinancing and excluding any Transaction Costs;



 


		(n)	less any fees, costs or charges of a non-recurring nature related to any equity offering, investments,
acquisitions or Financial Indebtedness permitted under the Finance Documents (whether or not successful) and paid in cash;



 


		(o)	plus to the extent not already taken into account as exceptional items under the paragraphs above
or applied to exclude items as contemplated under the paragraphs above and to the extent not already included in calculating Consolidated
EBITDA, Net Cash Proceeds received by the Group which it is permitted to retain and which are not required to be reinvested or
applied in mandatory prepayment;



 


		(p)	less any amounts paid outside the Group to minority shareholders or partners of members of the
Group or pursuant to a Permitted Payment to the extent not already taken into account in calculating Consolidated EBITDA;



 


		(q)	without double counting, for any Quarter Date falling at the end of a Financial Year, less any
amounts that constitute Trapped Cash at the last day of the applicable Relevant Period and plus any amounts that were deducted
under this paragraph for the calculation of this definition for the Quarter Date ending on the immediately previous Financial Year
but no longer constitute Trapped Cash;



 




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		(r)	less any amounts claimed under loss of profit, business interruption or equivalent insurance in
respect of such period to the extent not received in cash during that Financial Year; and



 


		(s)	(to the extent not included in calculating Consolidated Total Net Cash Interest Expenses) plus
the amount of any cash receipts and less the amount of any cash payments paid, under any Treasury Transaction by a member of the
Group during the Relevant Period (including any one-off cash payments, premia fees, costs or expenses in connection with the purchase
of a Treasury Transaction or which arise upon maturity, close-out or termination of any Treasury Transaction),



 


and so that no amount shall be
added (or deducted) more than once, and excluding amounts already taken into account in calculating Consolidated EBITDA, and there
shall also be excluded:


 


		(i)	the effect of all cash
movements (including purchase price adjustments or one off consolidation effects) associated with the Acquisition, the Refinancing,
Permitted Acquisitions, Permitted Joint Venture investments and transaction costs, Debt Purchase Transactions and any share options
relating to a member of the Group existing at the Closing Date; and



 


		(ii)	any item expressed to
be deducted to the extent at any time allocated by the Company as funded directly or indirectly from Retained Excess Cash
(to the extent Not Otherwise Applied).



 


“Consolidated
Debt Service” for any period and in relation to the Group, means Consolidated Total Net Cash Interest Expenses
of the Group for such period, plus all scheduled repayments (as reduced by any prior repayments) of Borrowings on a consolidated
basis which fell due for repayment or prepayment (excluding, for the avoidance of doubt, any voluntary or mandatory prepayment)
during such period, but excluding any principal amount which fell due under any overdraft or revolving credit facility and which
was available for simultaneous redrawing according to the terms of such facility or under a Revolving Facility and any Ancillary
Facility or which would have been available for simultaneous redrawing but for a cancellation or termination of the available facility
by a member of the Group and excluding any repayment of Financial Indebtedness existing on the Closing Date which is required to
be repaid under the Finance Documents and excluding any repayment of amounts under the Finance Documents which are refinanced by
a replacement facility or notes permitted under the Finance Documents.


 


“Consolidated
EBIT” for any period (and without double counting), means the consolidated profits of the Group (including the
results from discontinued operations) from ordinary activities before taxation, without double counting:


 


		(a)	before taking into account any accrued interest (including capitalised interest and amortisation
of arrangement, underwriting and participation fees and similar issue costs), commission, fees (including agency fees), discounts
and other finance charges and losses (including repayment and prepayment premiums) incurred or payable or owed to any member of
the Group in respect of Borrowings (but calculated to disregard the carve outs in paragraphs (a), (d), (e), (f), (g) and (i) of
that definition);



 




    A-1-176


     


    

 


		(b)	after including the amount of profit and deducting the amount of any loss of any member of the
Group which is attributable to any third party (not being a member of the Group) which is a shareholder (or holder of a similar
interest) in such member of the Group;



 


		(c)	before taking into account any (w) unrealised gains or losses on hedging or other derivatives or
(x) realised gains or losses on hedges or other derivatives entered in relation to the Facilities or New Senior Secured Debt or
otherwise in connection with any purpose other than in the ordinary course of trading (including for the avoidance of doubt before
taking into account mark-to-market adjustments on currency swaps) or (y) exchange rate gains or losses arising due to the re-translation
of the balance sheet items but (z) after taking into account any realised gains on hedges or other derivatives entered into in
the ordinary course of trading (but before taking into account realised losses on such hedges or derivatives);



 


		(d)	before taking into account any gain or loss arising from an upward or downward revaluation of any
asset or liability or on the disposal or write down of an asset or liability or any non-cash charges, expenses or negative adjustments
(or minus non-cash gains or positive adjustments) relating to any adjustments arising by reason of the application of certain accounting
principles with respect to ASC 805 (relating to changes in accounting for earn-out obligations);



 


		(e)	before taking into account any items (positive or negative) of a one-off, non-recurring, extraordinary
or exceptional nature;



 


		(f)	plus any amounts claimed under loss of profit, business interruption or equivalent insurance to
the extent that such amounts do not exceed the applicable cap on claims under the applicable policy;



 


		(g)	before deducting Restructuring Costs and Hedging Costs;



 


		(h)	before deducting any Transaction Costs and Permitted Acquisition Costs;



 


		(i)	before deducting Pension Items and any expenses relating to pensions including service costs and
pension interest costs;



 


		(j)	plus the amount received in cash by members of the Group through dividends, profit distributions,
returns on investments, royalties or similar payments by any entity (which is not a member of the Group) in which any member of
the Group has an ownership interest (grossed up in respect of any applicable withholding tax and including any repayment to the
Group of loans to, or other investments, in associates or joint ventures);



 


		(k)	before deducting any fees, costs or charges related to any actual or attempted equity offering
or equity transaction or sale, investments, acquisitions or Financial Indebtedness permitted under the Finance Documents (whether
or not successful) and before deducting agency and trustee fees under Permitted Financial Indebtedness;



 




    A-1-177


     


    

 

 


		(l)	before
                                         deducting any amount referred to in the definition of Permitted Payment; and



 


		(m)	before
                                         taking into account any expense referable to equity settled share based compensation
                                         of employees or management or profit sharing schemes or compensation or payments to departing
                                         management;



 


		(n)	before
                                         taking into account any gains or losses arising on litigation settlements or with respect
                                         to indemnification provisions or similar agreement or insurance;



 


		(o)	before
                                         taking into account (i) any costs or expenses relating to plant and/or business relocation,
                                         (ii) any research, development or other similar costs, and (iii) any costs that are costs
                                         of the type that are capitalised in the Updated Base Case Model;



 


		(p)	before
                                         deducting the impact of any non-cash provisions; and



 


		(q)	plus
                                         any amount of Tax that would be accounted for below Consolidated EBIT in accordance with
                                         the Accounting Principles,



 


provided
that any profit or loss on any Notifiable Debt Purchase Transaction shall not be taken into account in calculating Consolidated
EBIT.


 


“Consolidated
EBITDA” for any period and without double counting means the Consolidated EBIT of the Group plus the consolidated depreciation
and amortisation (including, for the avoidance of doubt and without double counting, lease depreciation charges and amortisation
of acquisition goodwill) and any impairment costs of the Group (each as defined by reference to the consolidated financial statements
of the Group).


 


“Consolidated
Pro Forma EBITDA” for any Relevant Period, means Consolidated EBITDA as adjusted in accordance with Clause 26.5
(Calculations) below.


 


“Consolidated
Total Net Cash Interest Expenses” for any period and in relation to the Group, means, without double counting:


 


		(a)	the
                                         aggregate of interest, commitment or non-utilisation fees, annual agency fees and other
                                         recurring fees (other than as excluded in paragraph (g) below) relating to the Facilities
                                         or New Senior Secured Debt accruing (whether or not paid) during a period plus or minus
                                         net amounts receivable or payable or accrued by the Group under the Hedging Agreements
                                         or other Treasury Transactions in respect of interest but excluding any one-off cash
                                         payments, premia fees, costs or expenses in connection with the purchase of a Treasury
                                         Transaction or which arise upon maturity, close-out or termination of any Treasury Transaction
                                         and any unrealised gains or losses on any Treasury Transactions;



 






    A-1-178


     


    

 


		(b)	plus
                                         interest, commitment fees and other fees on any other Borrowings (including the interest
                                         element of any Finance Leases) accruing (whether or not paid) during a period;



 


		(c)	plus
                                         discount and acceptance fees payable by the Group in connection with any acceptance credit,
                                         bill discounting debt factoring or other like arrangement;



 


		(d)	less
                                         interest income accrued (whether or not paid) for the account of a member of the Group;



 


		(e)	excluding
                                         the non-cash element of interest on any Financial Indebtedness during that period;



 


		(f)	excluding
                                         any amortisation of Transaction Costs or Permitted Acquisition Costs;



 


		(g)	excluding
                                         all one-off agency, arrangement, underwriting, amendment, consent or other front end,
                                         one-off or similar non-recurring fees (and any amortisation thereof); repayment and prepayment
                                         premiums, fees or costs; any deemed finance charges or notional interest in relation
                                         to pension liabilities and any withholding tax (or gross up obligation) on interest receivable,
                                         received, payable or paid.



 


“Consolidated
Total Net Debt” means the principal amount of all Borrowings of the Group less the aggregate amount at that time of
Cash and Cash Equivalent Investments held by members of the Group.


 


“Excess
Cash Flow” means in relation to any Financial Year of the Group, the result (if positive) of Consolidated Cash Flow
for such period less (to the extent otherwise included) the aggregate of, without double counting:


 


		(a)	Consolidated
                                         Debt Service for such Financial Year;



 


		(b)	to
                                         the extent included in Consolidated Cash Flow, any mandatory prepayments of Financial
                                         Indebtedness made during such period but only to the extent that any Financial Indebtedness
                                         so prepaid is not available for immediate redrawing and disregarding any such prepayments
                                         to the extent funded from the proceeds of Permitted Financial Indebtedness;



 


		(c)	to
                                         the extent included in Consolidated Cash Flow, any voluntary prepayments of Financial
                                         Indebtedness made during such period but only to the extent that any Financial Indebtedness
                                         so prepaid is not available for immediate redrawing and disregarding any such prepayments
                                         to the extent funded from the proceeds of Permitted Financial Indebtedness;



 


		(d)	to
                                         the extent included in Consolidated Cash Flow, the cash proceeds of any subscription
                                         (to the extent paid in cash) for common and/or preference shares of the Group by way
                                         of any capital contribution to the Group or any raising of funds by way of private placement
                                         of ordinary or preference share capital;



 


		(e)	to
                                         the extent included in Consolidated Cash Flow, the cash proceeds of New Shareholder Injections;



 






    A-1-179


     


    

 


		(f)	any
                                         Net Cash Proceeds referred to in paragraph (n) of Consolidated Cash Flow;



 


		(g)	any
                                         amount which is not deducted from the definition of Consolidated Cash Flow as a result
                                         of the operation of paragraph (ii) of the proviso to that definition;



 


		(h)	any
                                         Pending Acquisition Amount (except to the extent that the Pending Acquisition Amount
                                         is funded or refinanced from the proceeds of New Senior Secured Debt) and any Pending
                                         Restructuring Amount (except to the extent that the Pending Restructuring Amount is funded
                                         or refunded to the extent funded from the proceeds of New Senior Secured Debt);



 


		(i)	amounts
                                         claimed under loss of profit, business interruption or equivalent insurance in respect
                                         of such period to the extent not received in cash during that Financial Year;



 


		(j)	the
                                         amount of any committed Capital Expenditure contracted for during that Financial Year
                                         but unspent during such Financial Year (“Pending Capital Expenditure Amount”);



 


		(k)	tax
                                         accrued and/or payable during or in respect of such Financial Year but not overdue (save
                                         if under dispute) and not paid (“Pending Tax Amount”);



 


		(l)	any
                                         cash amounts attributable to a person, property, business or material fixed asset that
                                         a member of the Group has committed to transfer or otherwise dispose of during such Financial
                                         Year and that is to be transferred or otherwise disposed of in the immediately following
                                         Financial Year (“Pending Disposal Cash”);



 


plus
any Pending Acquisition Amount, Pending Capital Expenditure Amount, Pending Restructuring Amount, Pending Tax Amount or Pending
Disposal Cash already subtracted from Excess Cash Flow in respect of the previous Financial Year and which is not actually spent
in the current Financial Year or, in relation to Pending Disposal Cash, in respect of which a disposal has not occurred.


 


“Financial
Quarter” means the period commencing on the day after one Quarter Date and ending on the next Quarter Date.


 


“Financial
Year” means each annual accounting period of the Group, ending on the Accounting Reference Date in each year.


 


“Leverage
Ratio” means the ratio of Consolidated Total Net Debt as at the last day of a Relevant Period to Consolidated Pro Forma
EBITDA (each as shown in the relevant Compliance Certificate).


 


“Pending
Acquisition Amount” means, in respect of any Financial Year (the “Relevant Financial Year”), the
aggregate cash amounts to be paid in respect of the consideration for Permitted Acquisitions for which a member of the Group has
entered into a commitment before the end of the Relevant Financial Year.


 


“Pending
Restructuring Amount” means, in respect of any Financial Year, the aggregate cash amounts to be paid in respect of any
Restructuring Costs for which a member of the Group has entered into a commitment before the end of the Financial Year.


 






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“Pension
Items” means the current cash service costs attributable to any income or charge attributable to a post-employment benefit
scheme.


 


“Permitted
Acquisition Costs” means, without double counting, all fees, commissions, costs and expenses, stamp, registration and
other Taxes incurred by the Company or any other member of the Group in connection with any Permitted Acquisition or Permitted
Joint Venture and the negotiation, preparation, execution, notarisation and registration of related documentation together with
all fees, commissions, costs and expenses incurred by the target entity in connection with such acquisition or related documentation
(including for the avoidance of doubt any costs relating to the hedging arrangements of the target entity).


 


“Quarter
Date” means each of 31 March, 30 June, 30 September and 31 December or such other dates which correspond to the quarter
end dates within each Financial Year.


 


“Relevant
Period” means each period of four consecutive Financial Quarters ending on a Quarter Date (which for the avoidance of
doubt may include periods prior to the Closing Date).


 


“Restructuring
Costs” means costs or expenses relating to cost savings initiatives, operating expense reductions, transition, business
optimisation, inventory optimisation programmes, software development costs, costs related to the closure, relocation or consolidation
of facilities, retail, administrative or production locations and other similar items and curtailments (including the cessation
of the Mexican server-based gaming division), consulting fees, signing costs, retention and completion bonuses, relocation expenses
and modifications to pension and post-retirement employee benefit plans, retraining, severance and termination, new system designs
and implementation costs, business interruption, reorganisation and other restructuring or cost-cutting measures, carve-outs,
separations, the rationalisation, re-branding, start-up, reduction or elimination of product lines, assets or businesses (for
the avoidance of doubt, excluding any related Capital Expenditure).


 


“Retained
Cash” means, at any time and from time to time to the extent allocated as such at the option of the Company and to the
extent not previously applied or allocated for a particular purpose, Retained Excess Cash; Net Cash Proceeds which any member
of the Group is permitted to retain and which are not required to be applied in mandatory prepayment; any prepayments waived (and
not taken up by another Lender) or deemed waived by a Lender, any amounts received or receivable from any person which is not
a member of the Group for the purpose of, or with the intention that such amounts are available to be used for, the relevant expenditure
(including under the Acquisition Documents or any agreements governing any Permitted Acquisitions (by way of indemnity, compensation
or otherwise)); prepayments under any relevant contractual arrangements; investment grants; and capital contributions received
from landlords in relation to real property).


 


“Retained
Cash Flow” means Excess Cash Flow not required to be applied in prepayment of the Facilities or New Senior Secured Debt
including for the avoidance of doubt all Excess Cash Flow generated in any Financial Year which ends after the Closing Date but
which is not required to be prepaid pursuant to Clause 12.3 (Excess Cash Flow) and (without double counting and to
the extent deducted from positive Excess Cash Flow in determining the amount of Excess Cash Flow required to be prepaid (if any)
under Clause 12.3 (Excess Cash Flow)) the Excess Cash Flow De Minimis.


 






    A-1-181


     


    

 


“Retained
Excess Cash” means accumulated unspent Retained Cash Flow from any Financial Year of the Group to the extent not utilised
or applied in accordance with the terms of the Finance Documents and to the extent Not Otherwise Applied, and shall for the avoidance
of doubt include all Excess Cash Flow generated in any Financial Year which ends after the Closing Date but which is not required
to be prepaid pursuant to Clause 12.3 (Excess Cash Flow).


 


“Transaction
Costs” means, without double counting, all fees, commissions, costs and expenses, stamp, registration and other Taxes
incurred by the Company or any other member of the Group or the Target Group in connection with the integration of the Target
Group with the Group, the Acquisition or the Refinancing or the negotiation, preparation, execution, notarisation and registration
of the Transaction Documents (including for the avoidance of doubt Hedging Costs and all payments made to any Hedge Counterparty,
and all fees, costs and expenses incurred, by any member of the Group or the Target Group in connection with the close-out or
termination on or about the Closing Date of any hedging arrangements in respect of which any member of the Group or the Target
Group was a party (including without limitation in respect of interest rate, exchange rate and commodity price risk hedging)).


 


“Trapped
Cash” means any cash, cash equivalent investments or other amounts that would, if it constituted an applicable mandatory
prepayment proceed, be exempt from being required to be applied in a mandatory prepayment of the Facilities pursuant to this Agreement,
for reasons of unlawfulness, inability to upstream to applicable Borrowers and otherwise.


 


“Working
Capital” means trade and other debtors in relation to operating items of any member of the Group plus prepayment in
relation to operating items, inventory and stock, less trade and other creditors in relation to operating items (but not including
sums payable in respect of any Borrowings) of any member of the Group and less accrued expenses and accrued costs of any member
of the Group.


 


	26.2	Financial
                                         condition



 


The
undertaking in this Clause 26.2 shall continue for so long as any sum remains payable or capable of becoming payable under
the Finance Documents or any Commitment is in force.


 






    A-1-182


     


    

 


	26.3	Leverage



 


The
Company shall ensure that as at the last day of each Relevant Period the Leverage Ratio in respect of that Relevant Period will
not exceed the ratio set opposite such Relevant Period below:


 


	Relevant Period (ending in)	 	Leverage Ratio	 
	30 June 2020	 	8.6:1 
	 
	30 September 2020	 	9.0:1 
	 
	31 December 2020	 	8.3:1 
	 
	31 March 2021	 	7.5:1 
	 
	30 June 2021	 	4.25:1 
	 
	30 September 2021 
	 	4.00:1	 
	31 December 2021 and thereafter 
	 	3.50:1	 




 


	26.4	Capital
                                         Expenditure



 


In
respect of each Financial Year ending on a date set out in Column 1 below, the aggregate Capital Expenditure of the Group (disregarding
any Capital Expenditure funded using Acceptable Capital Expenditure Funding Sources) shall not exceed the amount set out in Column
2 below opposite such date:


 


	Column 1	 	Column 2	 
	31 December 2019	 	£	23,000,000	 
	31 December 2020	 	£	28,000,000	 
	31 December 2021	 	£	31,000,000	 
	31 December 2022	 	£	31,000,000	 
	31 December 2023	 	£	31,000,000	 
	31 December 2024	 	£	31,000,000	 
	31 December 2025	 	£	31,000,000	 
	31 December 2026 
	 	£	31,000,000	 



  


	26.5	Calculations



 


		(a)	The
                                         financial covenants will be tested by reference to each set of Quarterly Financial Statements
                                         and Annual Financial Statements delivered to the Agent for the Relevant Period or any
                                         part thereof and/or each Compliance Certificate.



 


		(b)	The
                                         components of each definition in Clause 26.1 (Financial definitions) will
                                         be calculated in accordance with the Finance Documents and as applicable with the Accounting
                                         Principles after taking into account any adjustment to the financial statements necessary
                                         to reflect the information delivered to the Agent pursuant to paragraph (a)(v) of Clause 25.9
                                         (Agreed Accounting Principles), if any.



 






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		(c)	For
                                         a Relevant Period ending less than 12 Months after the Closing Date the financial covenant
                                         ratios set out in this Clause 26 (and any other relevant ratio or financial definition
                                         calculated for the purposes of this Agreement) shall be calculated using:



 


		(i)	Consolidated
                                         Total Net Debt as at the end of that Relevant Period; and



 


		(ii)	Consolidated
                                         EBIT, Consolidated EBITDA, Consolidated Pro Forma EBITDA and Consolidated Cash Flow calculated
                                         on an actual basis over the Relevant Period; and



 


		(iii)	Consolidated
                                         Debt Service and Consolidated Total Net Cash Interest Expenses calculated on a cumulative
                                         basis by reference to the amount thereof for the period from the Closing Date.



 


		(d)	For
                                         the purpose of this Clause 26, no item shall be included or excluded more than once
                                         in any calculation.



 


		(e)	For
                                         the purposes of this Clause 26 in respect of any Relevant Period and to the extent
                                         the Leverage Ratio or any financial definition contained in this Clause 26 is used
                                         as the basis (in whole or in part) for permitting any transaction or making any determination
                                         under this Agreement (including on a pro forma basis), the exchange rates (including
                                         for the purposes of determining any interest rate) and interest rates used for determination
                                         of Consolidated Total Net Debt and Consolidated Total Net Cash Interest Expenses for
                                         that Relevant Period shall be (i) with respect to Financial Indebtedness for which the
                                         Group has entered into interest rate and/or cross currency derivatives, the rate or level
                                         at which such derivative has been entered into and (ii) with respect to all other Financial
                                         Indebtedness, the interest rate and/or exchange rate calculated in accordance with paragraph
                                         (f) below.



 


		(f)	Subject
                                         to paragraph (e) above, for the purposes of this Clause 26.4 in respect of any Relevant
                                         Period, the exchange rates (including for the purposes of determining any interest rate)
                                         used in the calculation of Consolidated EBIT, Consolidated EBITDA, Consolidated Pro Forma
                                         EBITDA and Consolidated Total Net Cash Interest Expenses shall be the weighted average
                                         exchange rates for the Relevant Period or otherwise consistent with the exchange rate
                                         methodology applied in the financial statements delivered pursuant to Clause 25.4
                                         (Financial Statements), in each case as selected and determined by the Company.



 






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		(g)	



 


		(i)	The
                                         financial covenants contained in this Clause 26 and definitions in Clause 26.1
                                         (Financial definitions) for all purposes in this Agreement (other than to the
                                         extent such definitions are used for the purposes of calculating Consolidated Pro Forma
                                         EBITDA and Consolidated Cash Flow, in each case for the purposes of calculating Excess
                                         Cash Flow) shall be calculated to give pro forma effect to any synergies and cost
                                         savings arising from steps taken or committed to be taken in any Relevant Period (including
                                         the portion thereof occurring prior to the relevant event) in connection with acquisitions,
                                         dispositions or restructurings, reorganisations, synergies or cost saving or other similar
                                         initiatives (such initiatives being “Group Initiatives”) and taking
                                         into account throughout (without double counting any synergies and cost savings actually
                                         achieved) Pro Forma Acquisition Synergies and Cost Savings, Pro Forma Disposal Synergies
                                         and Cost Savings and/or Pro Forma Group Initiative Synergies and Cost Savings and to
                                         give pro forma effect to any related incurrence, assumption or repayments of Financial
                                         Indebtedness.



 


		(ii)	For
                                         the purposes of the calculation of Consolidated Pro Forma EBITDA (other than to the extent
                                         such definitions are used for the purposes of calculating Excess Cash Flow), the aggregate
                                         earnings before interest, tax, depreciation and amortisation (calculated on the same
                                         basis as Consolidated EBITDA but on an unconsolidated bases (except to the extent that
                                         the entity, business or material fixed asset acquired itself has Subsidiaries) (“EBITDA”)
                                         of any entity, business or material fixed asset that is acquired during a Relevant Period
                                         shall be included for the full Relevant Period (as adjusted by any Pro Forma Acquisition
                                         Synergies and Cost Savings, Pro Forma Disposal Synergies and Cost Savings and/or Pro
                                         Forma Group Initiative Synergies and Cost Savings) and shall exclude any non-recurring
                                         costs and other expenses related to such acquisitions or investments or Group Initiatives.



 


		(iii)	For
                                         the purposes of the calculation of Consolidated Pro Forma EBITDA and (for the purposes
                                         of calculating Excess Cash Flow) Consolidated Cashflow, the EBITDA and cashflow (calculated
                                         on the same basis as Consolidated Cashflow but on an unconsolidated basis (except to
                                         the extent that the entity or business sold itself has Subsidiaries) (“Cashflow”)
                                         of any entity, business or material fixed asset that is sold (in the case of Consolidated
                                         Pro Forma EBITDA) during the Relevant Period or (in the case of Consolidated Cashflow)
                                         at any time shall be excluded, in the case of EBITDA (as defined in paragraph (ii) above),
                                         for the full Relevant Period and in the case of Cashflow, from the date on which it is
                                         agreed that the Cashflow of the relevant entity, business or material fixed asset is
                                         transferred to or held for the benefit of the buyer (including without limitation under
                                         any lock-box arrangements involving an economic transfer occurring prior to a legal transfer
                                         of the relevant entity, business or assets) (in the case of Consolidated Pro Forma EBITDA,
                                         as adjusted by any Pro Forma Acquisition Synergies and Cost Savings, Pro Forma Disposal
                                         Synergies and Cost Savings and/or Pro Forma Group Initiative Synergies and Cost Savings)
                                         and shall exclude any non-recurring costs and other expenses related to such sales, transfers,
                                         dispositions or Group Initiatives.



 






    A-1-185


     


    

 


		(iv)	Consolidated
                                         Total Net Debt and Consolidated Total Net Cash Interest Expenses shall be adjusted to
                                         give pro forma effect to any incurrence, assumption or repayment of Financial
                                         Indebtedness (including any reduction in Consolidated Total Net Debt from the proceeds
                                         of any asset sales) arising from any acquisitions, investments, dispositions or Group
                                         Initiatives if a related adjustment has been made to Consolidated Pro Forma EBITDA.



 


		(v)	To
                                         the extent the Leverage Ratio or any financial definition contained in this Clause 26
                                         is used as the basis (in whole or part) for permitting any transaction or making any
                                         determination under this Agreement (including on a pro-forma basis) at any time after
                                         a Quarter Date, Consolidated Total Net Debt shall be reduced to take into account any
                                         repayment of Financial Indebtedness made on or before the relevant date and shall be
                                         increased to take into account any incurrence or assumption of Financial Indebtedness
                                         made on or before the relevant date.



 


		(vi)	If
                                         the aggregate amount of Pro Forma Acquisition Synergies and Cost Savings, Pro Forma Disposal
                                         Synergies and Cost Savings or Pro Forma Group Initiative Synergies and Cost Savings taken
                                         into account in any applicable calculation are greater than 5 per cent. of Consolidated
                                         Pro Forma EBITDA (after taking into account such acquisition, disposal or Group Initiative),
                                         those Pro Forma Acquisition Synergies and Cost Savings, Pro Forma Group Initiatives Synergies
                                         and Cost Savings or Pro Forma Disposal Synergies and Cost Savings (as the case may be)
                                         shall be commented on as being reasonably realisable over the following twelve month
                                         period by any independent reputable accountancy firm or industry specialist (or such
                                         other firm approved by the Majority Lenders) (which commentary may be provided in any
                                         accompanying accountants’ or industry specialist due diligence report).



 


		(vii)	The
                                         aggregate amount of Pro Forma Acquisition Synergies and Cost Savings, Pro Forma Disposal
                                         Synergies and Cost Savings and Pro Forma Group Initiative Synergies and Cost Savings
                                         taken into account in any Relevant Period shall not be greater than 10 per cent. of Consolidated
                                         Pro Forma EBITDA (after taking into account such acquisition, disposal or Group Initiative)
                                         for that Relevant Period.



 


		(h)	Notwithstanding
                                         anything to the contrary (including anything in the financial definitions set out in
                                         the Agreement), when calculating any financial definition or ratio under the Finance
                                         Documents (excluding for the avoidance of doubt, Excess Cashflow), the Company shall
                                         be permitted to exclude all or any part of any expenditure or other negative item (and/or
                                         the impact thereof) directly or indirectly relating to or resulting from (without double
                                         counting) all fees, costs and expenses of the Special Financial Advisor payable by the
                                         Company in accordance with Clause 25.16 (Special Financial Advisor).



 






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	27	General
                                         Undertakings



 


The
undertakings in this Clause 27 shall operate from the date of this Agreement and continue for so long as any amount is outstanding
under the Finance Documents or any Commitment is in force.


 


	27.1	Authorisations
                                         and Consents



 


Each
Obligor will (and will ensure that each of its Subsidiaries will) promptly apply for, obtain and promptly renew from time to time
and maintain in full force and effect all Authorisations and consents and comply with the terms of all such Authorisations and
consents, and promptly make and renew from time to time all such filings, as may be required under any applicable law or regulation
to enable it to enter into, and perform its obligations under the Finance Documents to which it is party and to:


 


		(a)	carry
                                         out the transactions contemplated by the Finance Documents to which it is a party and
                                         to ensure that, subject to the Legal Reservations and Perfection Requirements, its obligations
                                         under the Finance Documents to which it is party are valid, legally binding and enforceable
                                         and each of the Transaction Security Documents to which it is party constitutes valid
                                         security ranking, subject to the Legal Reservations and Perfection Requirements, in accordance
                                         with its terms; and



 


		(b)	carry
                                         on its business save to the extent failure to do so would not reasonably be expected
                                         to have a Material Adverse Effect.



 


	27.2	Maintenance
                                         of status and Authorisation



 


Each
Obligor will, and will ensure that each of its Subsidiaries will:


 


		(a)	ensure
                                         that it has the right to conduct its business and will obtain and maintain all material
                                         consents and make all material filings necessary for the conduct of such business and
                                         take all steps necessary to ensure that the same are in full force and effect, save where
                                         non-compliance would not reasonably be expected to have a Material Adverse Effect; and



 


		(b)	comply
                                         with all laws and regulations binding upon it save where non-compliance would not reasonably
                                         be expected to have a Material Adverse Effect.



 


	27.3	Pari
                                         passu Ranking



 


Each
Obligor will ensure that (except pursuant to a Notifiable Debt Purchase Transaction) at all times any unsecured and unsubordinated
claims of a Finance Party against it under each of the Finance Documents rank at least pari passu with all its other present
and future unsecured and unsubordinated creditors except creditors whose claims are mandatorily preferred by laws of general application


 






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	27.4	Insurances



 


Each
Obligor will, and will ensure that each of its Subsidiaries will effect and thereafter maintain at its own expense such insurances
in respect of its material assets and business of an insurable nature which:


 


		(a)	provide
                                         cover against risks which are normally insured against by other companies in the relevant
                                         jurisdiction owning, possessing or leasing similar assets and carrying on similar businesses;
                                         and



 


		(b)	are
                                         at levels usual for a business of its size and nature as may be reasonably available
                                         in the insurance market at that time,



 


provided
that no member of the Group shall be required to maintain any key-man life insurance or to ensure that any insurance arrangements
include any loss payee endorsements or arrangements in favour of the Finance Parties.


 


	27.5	Taxes



 


		(a)	Each
                                         Obligor will, and will ensure that each of its Subsidiaries will duly and punctually
                                         pay and discharge all Taxes imposed by any agency of any state upon it or any of them
                                         or any of its or their assets, income or profits or any transactions undertaken or entered
                                         into by it or any of them due and payable by it or that Subsidiary within the time period
                                         allowed therefor without imposing material penalties where failure to do so could reasonably
                                         be expected to have a Material Adverse Effect.



 


		(b)	No
                                         Obligor may change its residence for Tax purposes without the prior written consent of
                                         the Lenders.



 


	27.6	Pension
                                         Schemes



 


Each
Obligor will (and will ensure that each of its Subsidiaries shall) ensure that all pension schemes for the time being operated
by members of the Group are fully funded to the extent required by law, where failure to do so would reasonably be expected to
have a Material Adverse Effect.


 


	27.7	Intellectual
                                         Property



 


Each
Obligor will and each Obligor will ensure that each of its Subsidiaries will:


 


		(a)	observe
                                         and comply with all obligations and laws to which it in its capacity as registered proprietor,
                                         beneficial owner, user, licensor or licensee of the Intellectual Property which is required
                                         to conduct the business of the Group and where failure to do so would reasonably be expected
                                         to have a Material Adverse Effect;



 


		(b)	do
                                         all acts as are necessary to preserve, maintain, protect and safeguard such Intellectual
                                         Property as is required to conduct the business of the Group where failure to do so would
                                         reasonably be expected to have a Material Adverse Effect and not change, terminate or
                                         discontinue the use of any of such Intellectual Property nor allow it to be infringed
                                         or used in such a way that it is put at risk by becoming generic or by being identified
                                         as disreputable if in each case to do so would reasonably be expected to have a Material
                                         Adverse Effect; and



 






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		(c)	not
                                         grant any licence to any person to use the Intellectual Property required to conduct
                                         the Business if to do so would have or could be reasonably expected to have a Material
                                         Adverse Effect.



 


	27.8	Environmental
                                         Undertakings



 


Each
Obligor will, and each Obligor will ensure that each of its Subsidiaries will obtain, monitor and comply with the terms and conditions
of all Environmental Permits and all Environmental Laws applicable to it where failure so to do would reasonably be expected to
have a Material Adverse Effect.


 


	27.9	Amalgamations
                                         and Change of Business



 


No
Obligor will and each Obligor will ensure that none of its Subsidiaries will:


 


		(a)	amalgamate,
                                         merge, demerge or consolidate with or into any other person or undertake any corporate
                                         reorganisation or other reorganisation except for any Permitted Transaction or Permitted
                                         Reorganisation; or



 


		(b)	substantially
                                         change the general nature of the business of the Group taken as a whole at the date of
                                         this Agreement.



 


	27.10	Disposals



 


No
Obligor will and each Obligor will procure that none of its Subsidiaries will, (whether by a single transaction or a number of
related or unrelated transactions and whether at the same time, and whether voluntary or involuntary or over a period of time)
sell, transfer, lease out, lend or otherwise dispose of any of its assets except pursuant to a Permitted Transaction or Permitted
Disposal.


 


	27.11	Arm’s
                                         Length Transactions



 


No
Obligor will and each Obligor will ensure that none of its Subsidiaries will, enter into any material arrangement or transaction
with an Affiliate other than on an arm’s length basis (or better), save for:


 


		(a)	loans
                                         between members of the Group which are Permitted Loans;



 


		(b)	any
                                         other transaction or arrangement (including, without any limitation, any disposal) entered
                                         into between members of the Group;



 


		(c)	any
                                         Permitted Payment; or



 


		(d)	a
                                         Permitted Transaction.



 


	27.12	Negative
                                         Pledge



 


No
Obligor will, and each Obligor will ensure that none of its Subsidiaries will, create or permit to subsist any Security or Quasi
Security on or over the whole or any part its undertaking or assets (present or future) except for Permitted Security or a Permitted
Transaction.


 






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	27.13	Factoring



 


No
Obligor will, and each Obligor will ensure that none of its Subsidiaries will:


 


		(a)	sell
                                         or otherwise dispose of any asset on terms whereby such asset is or may be leased back
                                         to or re-acquired by it or any other member of the Group; or



 


		(b)	sell
                                         or otherwise dispose of any receivable as part of factoring, invoice discounting or receivables
                                         financing to any person who is not a member of the Group,



 


in
each case without the prior written consent Majority Lenders.


 


	27.14	Indebtedness



 


No
Obligor will, and each Obligor will ensure that none of its Subsidiaries will, incur or permit to subsist or remain outstanding
any Financial Indebtedness other than Permitted Financial Indebtedness or a Permitted Transaction.


 


	27.15	Guarantees



 


No
Obligor will, and each Obligor will ensure that none of its Subsidiaries will, grant or permit to subsist or remain outstanding
any guarantee other than a Permitted Transaction or a Permitted Guarantee.


 


	27.16	Loans



 


No
Obligor will, and each Obligor will ensure that none of its Subsidiaries will, make or permit to be outstanding any loans or be
a creditor in respect of any Financial Indebtedness other than Permitted Transactions and Permitted Loans.


 


	27.17	Leasing
                                         Arrangements



 


No
Obligor will, and each Obligor will ensure that none of its Subsidiaries will, except with the prior written consent of the Majority
Lenders, enter into or permit to subsist any Finance Lease, provided that members of the Group may enter into or permit to subsist
any Finance Leases where the aggregate capital element of all rentals under such Finance Leases and agreements does not exceed,
at any time, £2,000,000 (the “Permitted Finance Leases”).


 


	27.18	Acquisition
                                         Documents



 


		(a)	Each
                                         Obligor shall, and the Company shall ensure that each other member of the Group will,
                                         take all reasonable action to preserve and enforce any rights it has in relation to the
                                         Acquisition Documents and to enforce all other rights and entitlements they may have
                                         under the Acquisition Documents, if and to the extent that the directors of the Company
                                         (acting reasonably) believe that it is commercially advantageous for the Group and appropriate
                                         to do so.



 






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		(b)	No
                                         Obligor shall, and the Company shall ensure that no member of the Group will, amend,
                                         vary, novate, supplement, supersede, waive or terminate any terms of an Acquisition Document,
                                         in each case in any respect which is materially adverse to the interests of the Lenders
                                         (otherwise than with the prior written consent of the Majority Lenders).



 


	27.19	Treasury
                                         Transactions



 


No
Obligor will, and each Obligor will ensure that none of its Subsidiaries will, enter into any Treasury Transaction other than:


 


		(a)	any
                                         Hedging Agreement or Unsecured Hedging Agreement entered into for the purposes of hedging
                                         interest rate liabilities under any Permitted Financial Indebtedness with a floating
                                         interest rate (including, without limitation, any hedging entered into pursuant to the
                                         Hedging Letter) and any arrangement replacing or extending such Hedging Agreement or
                                         Unsecured Hedging Agreement (as applicable) on terms permitted by the Finance Documents;



 


		(b)	any
                                         Hedging Agreement or Unsecured Hedging Agreement entered into for the purposes of hedging
                                         exchange rate liabilities in respect of any amount outstanding under any Permitted Financial
                                         Indebtedness which is not denominated in the Base Currency (including, without limitation,
                                         both the interest and principal liabilities and any hedging entered into pursuant to
                                         the Hedging Letter) and any arrangement replacing or extending such Hedging Agreement
                                         or Unsecured Hedging Agreement (as applicable) on terms permitted by the Finance Documents);
                                         or



 


		(c)	any
                                         Treasury Transactions entered into in the ordinary course of the Group's business as
                                         it is being conducted on the Effective Date and not for speculative purposes.



 


	27.20	Joint
                                         Ventures



 


No
Obligor will, and each Obligor will ensure that none of its Subsidiaries will enter into, invest in, acquire or permit to subsist
any Joint Venture, or transfer any assets to or lend to or give any guarantee, indemnity or Security for or on behalf of a Joint
Venture, other than a Permitted Joint Venture.


 


	27.21	Acquisitions
                                         and Investments



 


No
Obligor will and each Obligor will ensure that none of its Subsidiaries will:


 


		(a)	acquire
                                         any entity, shares, securities or all or substantially all of a business or undertaking;
                                         or



 


		(b)	own
                                         any interest in any share or equity investment or equity security or make any capital
                                         contribution to any person,



 


other
than any Permitted Acquisition or Permitted Transaction, pursuant to a Permitted Share Issue, or to the extent such acquisition
or investment falls within paragraph (a) of the definition of Permitted Holding Company Activity.


 






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	27.22	Centre
                                         of Main Interests



 


No
Obligor incorporated in the European Union shall without the prior written consent of the Agent deliberately cause or allow its
“centre of main interests” (as that term is used in Article 3(1) of The Regulation) to change in a manner
which would materially adversely affect the Lenders.


 


	27.23	Control
                                         and Share Issues



 


No
Obligor shall (and each Obligor will ensure that none of its Subsidiaries will), issue any shares or grant any conditional or
unconditional option, warrant or other right to call for the issue or allotment of, subscribe for, purchase or otherwise acquire
any share of any member of the Group except pursuant to a Permitted Share Issue or a Permitted Transaction.


 


	27.24	Restriction
                                         on Redemption of Capital Contribution



 


No
Obligor will, and each Obligor will procure that none of its Subsidiaries will, directly or indirectly redeem, purchase, retire
or otherwise withdraw any capital contributions made to the capital reserves, convert such capital contributions into shareholder
loans or redeem, purchase, retire, repay or otherwise acquire for consideration any shares or warrants issued by it or set apart
any sum for any such purpose or otherwise reduce its capital (together, a "Redemption"), except where such Redemption:


 


		(a)	is
                                         made by a Subsidiary of the Company to its direct shareholders;



 


		(b)	constitutes
                                         a Permitted Payment; or



 


		(c)	is
                                         a Permitted Transaction.



 


	27.25	Restriction
                                         on Payment of Dividends



 


No
Obligor will, and each Obligor will ensure that none of its Subsidiaries will declare or pay, directly or indirectly, any dividends
or make any other distribution or pay any interest or other amounts, whether in cash or otherwise, on or in respect of its share
capital or any class of its share capital (together a “Dividend”) until the Facilities and all other amounts
outstanding under or in connection with the Finance Documents have been repaid in full except, (i) payment of a Dividend
by a Subsidiary of the Company to its direct shareholders either pro rata to their shareholdings or to members of the Group, (ii) payment
of a Dividend by a Permitted Joint Venture in accordance with its joint venture arrangements (iii) a Permitted Payment, (iv) payments
as a result of a Permitted Transaction.


 


	27.26	Holding
                                         Company



 


Each
of the Company, DMWSL 632 Limited, DMWSL 633 Limited, Gaming Acquisitions Limited, Inspired Gaming Group Limited shall not trade,
carry on any business, own any assets or incur any liabilities or grant any Security except for a Permitted Holding Company Activity.


 






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	27.27	Guarantees
                                         and Security



 


The
Company shall ensure that:


 


		(a)	each
                                         Material Subsidiary and each Holding Company of a Material Subsidiary as at the Effective
                                         Date which is a member of the Group, is a Guarantor;



 


		(b)	after
                                         the Effective Date, each member of the Group which is or becomes a Material Subsidiary
                                         (by reference to the most recent Annual Financial Statements delivered to the Agent under
                                         this Agreement) shall, as soon as reasonably practicable (and in any event, within 30 days
                                         of the date on which such Annual Financial Statements are required to be delivered to
                                         the Agent demonstrating that it is or has become a Material Subsidiary), become an Additional
                                         Guarantor (subject to Clause 23.11 (Guarantee Limitations: General) and to the
                                         Agreed Security Principles); and



 


		(c)	on
                                         the date falling 90 days after the Closing Date and, thereafter, on the date on which
                                         the Quarterly Financial Statements and Annual Financial Statements are required to be
                                         delivered to the Agent in each Financial Year (each such date a “Test Date”),
                                         the aggregate (without double counting) earnings before interest, tax, depreciation and
                                         amortisation (calculated on a LTM basis on the same basis as Consolidated EBITDA) (but
                                         taking each entity on an unconsolidated basis and excluding all intra-Group items, goodwill
                                         and investments in Subsidiaries of any member of the Group (in each case to the extent
                                         applicable)) of the Guarantors is equal to or exceeds 80 per cent. of the Consolidated
                                         EBITDA of the Group (the "Guarantor Coverage Level") provided that,
                                         if on the relevant Test Date, the Guarantor Coverage Level is not met, within 30 days
                                         of such Test Date, such other members of the Group shall accede as Additional Guarantors
                                         to ensure that the Guarantor Coverage Level is met (calculated as if such Additional
                                         Guarantors had been Guarantors as at the relevant Test Date and provided that, if the
                                         Guarantor Coverage Level is met within such time period, no Default, Event of Default
                                         or other breach of the Finance Documents shall arise in respect thereof) (subject to
                                         Clause 23.11 (Guarantee Limitations: General) and to the Agreed Security Principles).



 


		(d)	For
                                         the purpose of calculating the Guarantor Coverage Level under paragraph (c) above:



 


		(i)	any
                                         entity having negative earnings before interest, tax, depreciation and amortisation shall
                                         be deemed to have zero earnings before interest, tax, depreciation and amortisation



 


		(ii)	to
                                         the extent the Agreed Security Principles dictate that a member of the Group would not
                                         be required to accede as a Guarantor, the earnings before interest, tax, depreciation
                                         and amortisation of that member of the Group shall be entirely excluded from the calculation
                                         of the Guarantor Coverage Level; and



 


		(iii)	any
                                         earnings before interest, tax, depreciation and amortisation resulting from or attributable
                                         to Joint Ventures that are consolidated with the earnings before interest, tax, depreciation
                                         and amortisation of the Group shall be deemed to be zero.



 






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	27.28	Further
                                         Assurance



 


		(a)	Each
                                         Obligor incorporated under the laws of the UK shall (and every other Obligor shall and
                                         the Company shall ensure that each other member of the Group will (subject to the Agreed
                                         Security Principles)) promptly do all such acts or execute all such documents from time
                                         to time (including assignments, transfers, mortgages, charges, notices and instructions)
                                         as the Security Agent may reasonably specify from time to time (and in such form as the
                                         Security Agent may reasonably require in favour of the Security Agent or its nominee(s)):



 


		(i)	to
                                         perfect, protect, preserve, maintain or enforce the Security created or intended to be
                                         created from time to time under or evidenced by the Transaction Security Documents (which
                                         may include the execution of a mortgage, charge, assignment or other Security over all
                                         or any of the assets which are, or are intended to be, the subject of the Transaction
                                         Security) or for the exercise of any rights, powers and remedies of the Security Agent
                                         or the Finance Parties provided by or pursuant to the Finance Documents or by law;



 


		(ii)	to
                                         confer from time to time on the Security Agent or confer on the Finance Parties, Security
                                         over any property and assets (whether present or future, and whether owned now, or owned
                                         or acquired in the future) of that Obligor located in any jurisdiction equivalent or
                                         similar to the Security intended to be conferred by or pursuant to the Transaction Security
                                         Documents; and/or



 


		(iii)	to
                                         facilitate the realisation of the assets which are, or are intended to be, the subject
                                         of the Transaction Security.



 


		(b)	Each
                                         Obligor incorporated under the laws of the UK shall (and every other Obligor shall and
                                         the Company shall ensure that each member of the Group shall (subject to the Agreed Security
                                         Principles)) take all such action as is available to it (including making all filings
                                         and registrations) as may be necessary for the purpose of the creation, perfection, protection,
                                         preservation, enforcement or maintenance of any Security conferred or intended to be
                                         conferred on the Security Agent or the Finance Parties by or pursuant to the Finance
                                         Documents.



 


		(c)	In
                                         relation to any provision of this Agreement which requires the Obligors or any member
                                         of the Group to deliver any document for the purposes of granting any guarantee or Security
                                         for the benefit of all or any of the Finance Parties, the Security Agent agrees to execute
                                         as soon as reasonably practicable any such agreed form document which is presented to
                                         it for execution.



 






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	27.29	[Reserved]



 


	27.30	Anti-Corruption
                                         Law/Sanctions



 


		(a)	The
                                         Company has instituted and shall maintain policies and procedures designed to ensure
                                         compliance by the Company and each of its Subsidiaries with Anti-Corruption Laws and
                                         Anti-Terrorism Laws and Sanctions.



 


		(b)	No
                                         Obligor shall (and the Company shall ensure that no Subsidiary will) request any Utilisation
                                         or, directly or indirectly, use the Utilisation and the proceeds of the transaction,
                                         or lend, contribute or otherwise make available such proceeds to any subsidiary, joint
                                         venture partner or other person in furtherance of an offer, payment, promise to pay or
                                         authorisation of the payment or giving of money, or anything else of value, in violation
                                         of any Anti-Corruption Laws for the purpose of funding, financing or facilitating any
                                         activities, business or transaction of or with, any Sanctioned Person or in any Sanctioned
                                         Country in breach of Sanctions.



 


	27.31	Preservation
                                         of assets



 


Each
Obligor shall (and the Company shall ensure that each other member of the Group will) maintain in good working order and condition
(ordinary wear and tear excepted) all of its assets necessary or desirable in the conduct of its business where the failure to
maintain such assets to such standard has or is reasonably likely to have a Material Adverse Effect.


 


	27.32	Financial
                                         assistance



 


Each
Obligor shall (and the Company shall procure each other member of the Group will) comply in all material respects with sections
678 and 679 of the Companies Act 2006 and any equivalent legislation in other jurisdictions including in relation to the execution
of the Transaction Security Documents and payment of amounts due under this Agreement.


 


	27.33	People
                                         with Significant Control regime



 


Each
Obligor shall (and the Company shall ensure that each other member of the Group will) within the relevant timeframe, comply with
any notice it receives pursuant to Part 21A of the Companies Act 2006 from any company incorporated in the United Kingdom whose
shares are the subject of the Transaction Security.


 


	27.34	[Reserved]



 


	27.35	Compliance
                                         with Hedging Letter



 


The
Company shall ensure that all interest rate hedging arrangements required by the Hedging Letter are implemented in accordance
with the terms of the Hedging Letter (the “Minimum
Hedging Requirements”).


 


	27.36	[Reserved]



 






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	27.37	DACAs



 


Notwithstanding
anything to the contrary in this Agreement, each US Obligor shall take commercially reasonable efforts for a period of 90 days
from the Closing Date to deliver deposit account control agreements with respect to its deposit accounts that are not Excluded
Accounts (as defined in the US Security Agreement), provided that if such US Obligor has used its commercially reasonable endeavours
but has not been able to deliver such deposit account control agreements its obligations under this Clause 27.37 shall cease on
the expiry of that 90 day period.


 


	27.38	Conditions
                                         Subsequent



 


		(a)	The
                                         Company shall (and shall procure that the relevant US Obligors will) within 90 days from
                                         the Closing Date (or such later date as the Agent shall approve) deliver to the Agent
                                         lender loss payee, co-insured or other applicable endorsements made on the US insurance
                                         policies of the US Obligors.



 


		(b)	The
                                         Borrowers shall within 10 Business Days of the Effective Date enter into the Interest
                                         Costs Account Charge (in form and substance satisfactory to the Majority Lenders).



 


	27.39	Dormant
                                         Subsidiaries



 


No
Obligor shall (and the Company shall ensure no other member of the Group will) cause or permit any member of the Group which is
a Dormant Subsidiary (including, without limitation, the Closing Date Dormant Subsidiaries) to commence trading or cease to satisfy
the criteria for a Dormant Subsidiary and nor shall they transfer any asset to any Dormant Subsidiary unless, subject to the Agreed
Security Principles, such Dormant Subsidiary becomes an Additional Guarantor in accordance with Clause 31.3 (Additional Guarantors).


 


	27.40	Management
                                         Incentive Plans



 


No
member of the Group shall make any payments or grants under or have any liabilities in connection with any management equity plan,
incentive plan or employee or participation scheme or other similar scheme operated by, for the benefit of, on behalf of or in
respect of any member of the Group or any Holding Company (and/or any current or past employees, directors or members of management
of any member of the Group) (nor shall any member of the Group take of any steps or actions in connection with, or incidental
to, such participation and the implementation thereof) other than:


 


		(a)	payments,
                                         grants and other liabilities in respect of the foregoing the aggregate amount of which
                                         do not exceed £2,000,000 per annum;



 


		(b)	the
                                         issuance of common shares of the Company;



 


		(c)	unsecured,
                                         non-amortising, non-cash interest bearing indebtedness of the Company with a final redemption
                                         or maturity date that is not earlier than the earlier of (i) one day after the Termination
                                         Date applicable to Facility B and (ii) one day after the Facilities and all other amounts
                                         outstanding under or in connection with the Finance Documents have been repaid or prepaid
                                         in full; and



 






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		(d)	where
                                         the Majority Lenders have provided their prior written consent.



 


For
the avoidance of doubt, nothing in this Clause 27.40 shall prevent the Company from maintaining (consistent with past practice),
a long term incentive plan substantially similar to the plan in effect prior to the Effective Date which issues common stock (or
other similar securities, rights or units) in the Company to participants in such a plan, which plan may provide for the withholding
of shares upon the exercise or settlement of an award and a corresponding payment of cash to the applicable tax authorities by
the Company, in connection with the tax liabilities of such participants.


 


	27.41	US
                                         expenses



 


		(a)	Notwithstanding
                                         any other provision of the Finance Documents to the contrary, the Company shall not (and
                                         will ensure that no other member of the Group will) without the prior written approval
                                         of the Majority Lenders:



 


		(i)	in
                                         any calendar year incur any cash expenses in or attributable to the US in excess of £2,000,000
                                         in the aggregate (other than Machine CapEx incurred in accordance with sub-paragraph
                                         (ii) below); or



 


		(ii)	in
                                         any calendar year incur any Machine CapEx in or attributable to the US in excess of £2,000,000
                                         in the aggregate.



 


		(b)	For
                                         the purposes of this Clause 27.41, "Machine CapEx" means Capital Expenditures
                                         incurred in connection with the development and maintaining of gaming machines and/or
                                         terminals not held for sale.



 


		(c)	For
                                         the avoidance of doubt, the restrictions in sub paragraph (a) above shall not apply with
                                         respect to any expenditure (i) of or in respect of wages for staff members of the Group
                                         which were members of staff at the Effective Date or (ii) related to the cost of sales
                                         of any gaming machine and/or terminals (including, without limitation, any first or third
                                         party commission, distribution fees and similar expenditure).



 


		(d)	For
                                         the avoidance of doubt, any cash expenses and permitted Machine CapEx incurrence in accordance
                                         with sub-paragraphs (a)(i)-(a)(ii) above is not intended to increase the Capital Expenditures
                                         limitations set forth in Clause 26.4 (Capital Expenditure) and any such cash expenses
                                         (to the extent they otherwise constitute Capital Expenditures within the meaning of such
                                         term) and Machine CapEx incurred in accordance with such sub-paragraphs (a)(i)-(a)(ii)
                                         shall be treated as Capital Expenditure for the purposes of Clause 26.4 (Capital Expenditure).



 


	28	Events
                                         of Default



 


Each
of the events or circumstances set out in this Clause 28 (save for Clause 28.20 (Acceleration) and Clause 28.21
(Clean-Up Period)) shall constitute an Event of Default.


 






    A-1-197


     


    

 


	28.1	Payment
                                         Default



 


An
Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place and in the currency in which
it is expressed to be payable unless:


 


		(a)	its
                                         failure to pay is caused by:



 


		(i)	administrative
                                         or technical error; or



 


		(ii)	a
                                         Disruption Event; and



 


		(b)	payment
                                         is made within:



 


		(i)	in
                                         the case of principal and interest, three Business Days of its due date; or



 


		(ii)	in
                                         the case of any other amount, five Business Days of the due date.



 


	28.2	Financial
                                         covenants



 


		(a)	Any
                                         requirement of:



 


		(i)	Clause 26.3
                                         (Leverage) is not satisfied or the Company does not comply with its obligations
                                         under Clause 26.3 (Leverage); and/or



 


		(ii)	Clause 26.4
                                         (Capital Expenditure) is not satisfied or the Company does not comply with its
                                         obligations under Clause 26.4 (Capital Expenditure).



 


		(b)	No
                                         Event of Default will occur under paragraph (a)(i) above if prior to the date that
                                         the Quarterly Financial Statements and Quarterly Compliance Certificate or, as applicable,
                                         Annual Financial Statements and Annual Compliance Certificate for the Relevant Period
                                         in which such failure to comply was first evidenced are due to be delivered in accordance
                                         with Clause 25.4 (Financial Statements), the Group received the proceeds
                                         of New Shareholder Injections, in the amount that is sufficient to ensure that the financial
                                         covenant in Clause 26.3 (Leverage) would be complied with if tested as at
                                         the last day of the same Relevant Period on the basis that the full amount of any
                                         New Shareholder Injections so provided (a “Cure Amount”), in accordance
                                         with this paragraph (b) shall be included, subject to sub-paragraph (b)(v) below,
                                         for the Relevant Period by giving effect, at the Company’s election (at its sole
                                         discretion) to one or both (but without double counting) of the following adjustments:



 


		(i)	reducing
                                         Consolidated Total Net Debt by the amount of the Cure Amount not applied towards increasing
                                         Consolidated Pro Forma EBITDA in accordance with sub-paragraph (ii) below; or



 


		(ii)	increasing
                                         Consolidated Pro Forma EBITDA by the amount of the Cure Amount not applied towards reducing
                                         Consolidated Total Net Debt in accordance with sub-paragraph (i) above,



 


provided
that, in relation to any such Cure Amount so provided in accordance with this paragraph (b):


 


		(iii)	[Reserved];



 






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		(iv)	the
                                         Company shall not be entitled to exercise any rights it may have to prevent or cure breaches
                                         of the financial covenant in Clause 26.3 (Leverage):



 


		(A)	on
                                         more than two occasions in aggregate over the lifetime of the Facilities from and after
                                         the Relevant Period ending on 30 September 2020;



 


		(B)	in
                                         consecutive Financial Quarters; or



 


		(C)	not
                                         in respect of a Relevant Period ending on 30 June 2020, 30 June 2021 or 30 September
                                         2021;



 


		(v)	if
                                         sub-paragraph (i) applies, the relevant Cure Amount shall be deducted to reduce Consolidated
                                         Total Net Debt by such amount solely for the purpose of ascertaining compliance with
                                         the financial covenant in Clause 26.3 (Leverage)) as at the end of the Quarter
                                         Date immediately prior to the receipt and application of such Cure Amount and for the
                                         next three subsequent Quarter Dates;



 


		(vi)	if
                                         sub-paragraph (ii) applies, the relevant Cure Amount shall be added to increase Consolidated
                                         Pro Form EBITDA by such amount solely for the purpose of ascertaining compliance with
                                         the financial covenant in Clause 26.3 (Leverage) as at the end of the Quarter
                                         Date immediately prior to the receipt and application of such Cure Amount and for the
                                         next three subsequent Quarter Dates;



 


		(vii)	any
                                         Cure Amount so provided and any adjustments made to Consolidated Total Net Debt or Consolidated
                                         Pro Forma EBITDA under this paragraph (b) shall not apply when calculating the applicable
                                         Margin for any relevant period;



 


		(viii)	any
                                         Cure Amount so provided shall not count towards any other permission or usage under or
                                         in respect of the Finance Documents; and



 


		(ix)	in
                                         relation to any Cure Amount so provided prior to the date of delivery of the relevant
                                         Compliance Certificate for the Relevant Period the Compliance Certificate for that Relevant
                                         Period shall set out the revised financial covenant under Clause 26.3 (Leverage)
                                         for the Relevant Period by giving effect to the adjustments to Consolidated Total Net
                                         Debt or Consolidated Pro Forma EBITDA (as applicable) under this paragraph (b) and confirming
                                         that such Cure Amount has been provided.



 


	28.3	Certain
                                         obligations



 


An
Obligor does not comply with the provisions of Clause 25.4 (Financial statements), 25.5 (Compliance Certificate),
Clause 25.13 (Additional Enhanced Reporting), Clause 25.14 (Board Observer), Clause 25.15 (Information provided
to Lenders), Clause 25.16 (Special Financial Advisor), Clause 25.17 (Budget) or Clause 27.38 (Conditions
Subsequent).


 






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	28.4	Other
                                         obligations



 


		(a)	An
                                         Obligor fails to observe or perform any of its obligations or does not comply with any
                                         provision of the Finance Documents (other than those referred to in Clause 28.1
                                         (Payment Default), Clause 28.2 (Financial covenants) and Clause 28.3
                                         (Certain obligations)).



 


		(b)	No
                                         Event of Default will occur under paragraph (a) above if such failure to observe
                                         or perform or comply is capable of remedy and is remedied within 20 Business Days
                                         from the earlier of (i) the Company becoming aware of the failure to comply and
                                         (ii) the giving of notice by the Agent in respect of such failure.



 


	28.5	Misrepresentation



 


		(a)	Any
                                         representation, warranty or written statement made or deemed to be made by any Obligor
                                         in any of the Finance Documents or any other document delivered by or on behalf of any
                                         Obligor under or pursuant to any of the Finance Documents is or proves to be incorrect
                                         or misleading when made or deemed to be made (or when repeated or deemed to be repeated).



 


		(b)	No
                                         Event of Default will occur under paragraph (a) above if the circumstances giving
                                         rise to that misrepresentation are capable of remedy and are remedied within 20 Business
                                         Days of the earlier of (i) the Company becoming aware of such misrepresentation
                                         and (ii) the giving of notice by the Agent in respect of such misrepresentation.



 


	28.6	Invalidity
                                         and Unlawfulness



 


		(a)	Any
                                         provision of any Finance Document is or becomes invalid or (subject to the Legal Reservations
                                         and Perfection Requirements) unenforceable for any reason or shall be repudiated rescinded
                                         or the validity or enforceability of any provision of any Finance Document shall at any
                                         time be contested by any Obligor and this, individually or cumulatively, would reasonably
                                         be expected to materially adversely affect the interests of the Finance Parties under
                                         the Finance Documents.



 


		(b)	At
                                         any time it is or becomes unlawful for any Obligor or any other member of the Group to
                                         perform any of its material obligations under any of the Finance Documents or any Transaction
                                         Security created or expressed to be created by the Transaction Security Documents ceases
                                         to be effective or any subordination under the Intercreditor Agreement is or becomes
                                         unlawful, and this individually or cumulatively would reasonably be expected to materially
                                         adversely affect the interests of the Finance Parties under the Finance Documents.



 


		(c)	Any
                                         obligation or obligations of any Obligor under any Finance Document is or are not or
                                         cease or ceases to be (subject to the Legal Reservations) legal, valid, binding or enforceable
                                         and the cessation individually or cumulatively would reasonably be expected to materially
                                         adversely affect the interests of the Finance Parties under the Finance Documents.



 






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	28.7	Cross-default



 


		(a)	Any
                                         Financial Indebtedness of any member or members of the Group is not paid when due nor
                                         within any originally applicable grace period.



 


		(b)	Any
                                         Financial Indebtedness of any member or members of the Group is declared to be or otherwise
                                         becomes due and payable prior to its specified maturity as a result of an event of default
                                         (however described).



 


		(c)	Any
                                         creditor of any member of the Group becomes entitled to declare any Financial Indebtedness
                                         of any member of the Group due and payable prior to its specified maturity as a result
                                         of an event of default (however described) with respect to any Financial Indebtedness
                                         of any member of the Group (save where arising under any Treasury Transaction (unless,
                                         in the case of Financial Indebtedness arising under any Treasury Transaction, the relevant
                                         event of default (however described) is a payment event of default)).



 


		(d)	No
                                         Event of Default will occur under this Clause 28.7 if the aggregate amount of Financial
                                         Indebtedness falling within paragraphs (a) to (c) above is less than £5,000,000
                                         (or its equivalent in any other currency or currencies), and excluding in each case any
                                         Permitted Financial Indebtedness to the extent owed by one Obligor to another Obligor.



 


	28.8	Insolvency



 


		(a)	Any
                                         Obligor or Material Subsidiary (each a “Relevant Entity”);



 


		(i)	is
                                         unable (or declared to be unable under any applicable law) or admits inability to pay
                                         its debts as they fall due (in each case other than solely as a result of its balance
                                         sheet liabilities exceeding its balance sheet assets except where the same would result
                                         in or require the taking of any corporate action, legal proceedings, insolvency filing,
                                         cessation of trading and/or any other procedure or steps referred to in Clauses 28.9
                                         (Insolvency Proceedings) to 28.11 (Similar events elsewhere) (each inclusive));



 


		(ii)	ceases
                                         or suspends making payment on any of its debts or publicly announces an intention to
                                         do so; or



 


		(iii)	by
                                         reason of actual or anticipated financial difficulties commences negotiations with one
                                         or more of its creditors or class of creditors generally (other than negotiations with
                                         the Finance Parties under and in connection with the Finance Documents) with a view to
                                         the general readjustment or rescheduling of any of its Financial Indebtedness or makes
                                         a general assignment for the benefit of or a composition with one or more of its groups
                                         or class of creditors.



 


		(b)	A
                                         moratorium is declared in respect of the Financial Indebtedness of any Relevant Entity.



 






    A-1-201


     


    

 


	28.9	Insolvency
                                         Proceedings



 


		(a)	Any
                                         formal corporate action, legal proceedings or other procedure or step is taken in relation
                                         to:



 


		(i)	the
                                         suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, bankruptcy,
                                         administration or reorganisation (by way of voluntary arrangement, scheme of arrangement
                                         or otherwise) of any Relevant Entity;



 


		(ii)	a
                                         composition, compromise, assignment or arrangement with any class of creditors generally
                                         (other than any Finance Party under and in connection with the Finance Documents) of
                                         any Relevant Entity in connection with or as a result of any financial difficulty on
                                         the part of any Relevant Entity;



 


		(iii)	the
                                         appointment of a liquidator, receiver, administrative receiver, administrator, compulsory
                                         manager or other similar officer in respect of, or all or any part of the business or
                                         assets of, any Relevant Entity;



 


		(iv)	the
                                         enforcement of any Security over all or any part of the business or assets of any Relevant
                                         Entity; or



 


		(v)	or
                                         any analogous procedure or step is taken in any jurisdiction.



 


		(b)	Paragraph (a)
                                         above shall not apply to:



 


		(i)	any
                                         proceedings which are frivolous or vexatious and which, if capable of remedy, are discharged,
                                         stayed or dismissed within 14 days of commencement or, if earlier, the date on which
                                         it is advertised (or such other period as agreed between the Company and the Majority
                                         Lenders); or



 


		(ii)	(in
                                         the case of an application to appoint an administrator or commence proceedings) any proceedings
                                         which the Agent is satisfied (acting on the instructions of the Majority Lenders) will
                                         be withdrawn before it is heard or will be unsuccessful; or



 


		(iii)	any
                                         step or procedure contemplated in relation to merger that is permitted under Clause 27.9
                                         (Amalgamations and Change of Business) or any Permitted Transaction.



 


	28.10	Attachment
                                         or process



 


Any
attachment, distress, execution, possession, diligence, arrestment, joinder, sequestration, preliminary attachment, executory
attachment, or other analogous process in any jurisdiction is levied or enforced upon or sued out against any asset or assets
of any Relevant Entity, having in the case of assets an aggregate value in excess of £5,000,000 and is not, if capable of
remedy, discharged within 20 Business Days after commencement.


 






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	28.11	Similar
                                         events elsewhere



 


There
occurs in relation to any Relevant Entity or any of their respective material assets in any country or territory in which it is
incorporated or carries on business or to the jurisdiction of whose courts it or any of its material assets is subject any event
which corresponds in that country or territory with any of those mentioned in Clauses 28.8 (Insolvency) to 28.10 (Attachment
or process) (each inclusive) (in each case subject to equivalent qualifications, materiality and exceptions).


 


	28.12	US
                                         Insolvency



 


At
any time any of the following events or circumstances occur:


 


		(a)	any
                                         Obligor shall commence a voluntary case, proceeding or action concerning itself under
                                         Title 11 of the United States Code entitled “Bankruptcy” as now or hereafter
                                         in effect, or any successor thereto (collectively, the “Bankruptcy Code”);



 


		(b)	an
                                         involuntary case, proceeding or action is commenced against any Obligor under the Bankruptcy
                                         Code and the petition is not controverted within 60 days after the filing of a petition
                                         to commence such case, proceeding or action, or is not dismissed within 45 days after
                                         commencement of such case, proceeding or action;



 


		(c)	a
                                         custodian (as defined in the Bankruptcy Code), judicial manager, compulsory manager,
                                         receiver, receiver manager, trustee, liquidator, administrator, administrative receiver
                                         or similar Person is appointed for, or takes charge of, all or substantially all of the
                                         property of any Obligor;



 


		(d)	any
                                         Obligor is adjudicated bankrupt; or any order of relief or other order approving any
                                         such case or proceeding or action is entered;



 


		(e)	any
                                         Obligor suffers any appointment of any custodian receiver, receiver manager, trustee,
                                         administrator or the like for it or any substantial part of its property to continue
                                         undischarged or unstayed for a period of 60 days; or



 


		(f)	any
                                         Obligor makes a general assignment for the benefit of its creditors.



 


	28.13	Cessation
                                         of Business



 


The
Group taken as a whole or any Relevant Entity suspends or ceases to carry on, or threatens or proposes to cease to carry on, all
or substantially all of its business other than as a result of a Permitted Transaction, an amalgamation under paragraph (a)
of Clause 27.9 (Amalgamations and Change of Business) or a Permitted Disposal.


 


	28.14	Compulsory
                                         Acquisition



 


All
or part of the assets of any Relevant Entity are seized, nationalised, expropriated or compulsorily acquired by, or by the order
of, any agency of any state (or any analogous process by relevant authorities in any jurisdiction), in each case having an aggregate
value in excess of £5,000,000, and such event has or would reasonably be expected to have a Material Adverse Effect.


 






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	28.15	Litigation



 


Any
litigation, arbitration, investigation or administrative or regulatory proceeding, Environmental Claim or action or labour dispute
is commenced by or against a Relevant Entity or any of its assets which has or would reasonably be expected to have a Material
Adverse Effect.


 


	28.16	Auditor’s
                                         Qualification



 


The
Auditors qualify their report on the Annual Financial Statements in any manner which is or could reasonably be expected to be
(individually or cumulatively) materially adverse to the interests of the Finance Parties in the context of the Finance Documents,
in respect of the Group continuing as a going concern or by reason of failure to disclose information.


 


	28.17	Intercreditor
                                         Agreement



 


		(a)	Any
                                         Debtor (as defined in the Intercreditor Agreement) fails to comply in any respect with
                                         the provisions of, or does not perform its obligations under, the Intercreditor Agreement.



 


		(b)	No
                                         Event of Default will occur under paragraph (a) above if such failure is capable
                                         of remedy, and is remedied within 20 Business Days from the earlier of (i) that
                                         Party becoming aware of the failure to comply and (ii) the giving of notice by the
                                         Agent in respect of such failure,



 


	28.18	Material
                                         Adverse Change



 


At
any time any event or circumstance occurs (other than any circumstances where it is reasonably likely that any of the financial
covenants set out in Clause 26 (Financial Covenants) may not be complied with or is not complied with as at the relevant
testing date) which has, or is reasonably likely to have, a Material Adverse Effect.


 


	28.19	ERISA



 


At
any time that an ERISA Event occurs, together with all other such events or conditions, if any, would reasonably be expected to
result in a Material Adverse Effect.


 


	28.20	Acceleration



 


At
any time after the occurrence of an Event of Default which is continuing, the Agent may, and shall if so directed by the Majority
Lenders, by written notice to the Company:


 


		(a)	terminate
                                         the availability of the Facilities and cancel the Total Commitments whereupon the Facilities
                                         shall cease to be available for utilisation, the undrawn portion of the Commitments of
                                         each of the Lenders shall be cancelled and no Lender shall be under any further obligation
                                         to make Loans under this Agreement and no further Letters of Credit may be requested
                                         under this Agreement; and/or



 


		(b)	declare
                                         that all or part of the Utilisations together with accrued interest thereon and all other
                                         amounts accrued or outstanding under the Finance Documents be immediately due and payable,
                                         at which time they shall become immediately due and payable; and/or



 






    A-1-204


     


    

 


		(c)	declare
                                         that all or part of the Utilisations be payable on demand, at which time they shall immediately
                                         become payable on demand by the Agent on the instructions of the Majority Lenders; and/or



 


		(d)	declare
                                         that cash cover in an amount equal to the outstanding amount in respect of any Letter
                                         of Credit is immediately due and payable, at which time it shall become immediately due
                                         and payable; and/or



 


		(e)	declare
                                         that cash cover in an amount equal to the outstanding amount in respect of any Letter
                                         of Credit is payable on demand, whereupon it shall immediately become due and payable
                                         on demand by the Agent on the instructions of the Majority Lenders; and/or



 


		(f)	declare
                                         all or any part of the amounts (or cash cover in relation to those amounts) outstanding
                                         under the Ancillary Facility(s) be immediately due and payable, at which time it shall
                                         become immediately due and payable; and/or



 


		(g)	declare
                                         all or any part of the amounts (or cash cover in relation to those amounts) outstanding
                                         under the Ancillary Facility(s) be payable on demand, whereupon it shall immediately
                                         become due and payable on demand by the Agent on the instructions of the Majority Lenders;
                                         and/or



 


		(h)	exercise
                                         or direct the Security Agent to exercise any or all of its rights, remedies, powers or
                                         discretions under the Finance Documents,



 


provided
that if an Event of Default under Clause 28.12 (US Insolvency) with respect to any US Borrower or the Company shall occur,
the Facilities and any Ancillary Facilities shall cease to be available to such US Borrower or, as the case may be, the Company,
all obligations of such US Borrower or, as the case may be, the Company under Clause 23 (Guarantees and Indemnity) or any
provision of this Agreement or any other Finance Document to which such US Borrower or, as the case may be, the Company is a party
shall become immediately due and payable and such US Borrower or, as the case may be, the Company shall be required to provide
cash cover for the full amount of each Letter of Credit issued for its account, in each case automatically and without any further
action by any party.


 


	28.21	Clean-Up
                                         Period



 


		(a)	For
                                         the purpose of this Agreement, for the period from the Closing Date until the date falling
                                         120 days after the Closing Date (the “Clean-Up Period”), the occurrence
                                         of a breach of representation or warranty or a breach of covenant or a Default or an
                                         Event of Default (other than an Event of Default under Clauses 28.1 (Payment
                                         Default)) will be deemed not to be a breach of representation or warranty or a breach
                                         of covenant or a Default or an Event of Default (as the case may be) if it would have
                                         been (but for this provision) a breach of representation or warranty or a breach of covenant
                                         or a Default or an Event of Default only by reason of circumstances relating exclusively
                                         to the Target Group or a member of the Target Group, provided that such breach or Default
                                         or Event of Default:



 


		(i)	is
                                         capable of being remedied within the Clean-Up Period and the Company is taking appropriate
                                         steps to remedy such breach or Event of Default;



 






    A-1-205


     


    

 


		(ii)	does
                                         not have (nor is it reasonably likely to have) a Material Adverse Effect; and



 


		(iii)	was
                                         not procured or approved by the Company or any other member of the Group.



 


Notwithstanding
the above, if the relevant circumstances are continuing after the expiry of the Clean-Up Period, there shall be a breach of representation
or warranty, breach of covenant or Event of Default, as the case may be (and without prejudice to any rights and remedies of the
Finance Parties).


 


		(b)	The
                                         Company shall promptly notify the Agent upon becoming aware of the occurrence or existence
                                         of any event or circumstance which, but for this Clause 28.21, would constitute
                                         an Event of Default and the steps, if any, being taken to remedy it.



 


		(c)	An
                                         equivalent clean-up period will apply mutatis mutandis in relation to each Approved
                                         Acquisition, as if references to the “Target Group” in paragraph (a)
                                         above were instead references to the target of that Approved Acquisition and references
                                         to the “Clean-Up Period” were references to the period commencing
                                         on the date of making the Approved Acquisition and ending 60 days after that date,
                                         and provided further that any loans or Financial Indebtedness outstanding between members
                                         of the Group arising from such Approved Acquisition or owed by any person as a result
                                         of that Approved Acquisition shall be permitted without restriction for all purposes
                                         under the Finance Documents.



 


	29	Changes
                                         to the Lenders



 


	29.1	Successors



 


The
Finance Documents shall be binding upon and enure to the benefit of each party hereto and its or any subsequent successors, transferees,
assigns and any New Lender and each such successor, transferee, assignee and any New Lender undertakes to carry out any actions
required including the actions contemplated in this Clause 29 or the other provisions of this Agreement.


 


	29.2	Assignments
                                         and Transfers by Lenders



 


Subject
to this Clause 29 and to Clause 30 (Restriction on Debt Purchase Transactions), any Lender (an “Existing
Lender”) may:


 


		(a)	assign
                                         any of its rights;



 


		(b)	transfer
                                         (including by way of novation) any of its rights and obligations; or



 






    A-1-206


     


    

 


		(c)	enter
                                         into a Voting Sub-Participation, a Non-Voting Sub-Participation or a Conversion of a
                                         Non-Voting Sub-Participation,



 


under
any Finance Document to a bank or financial institution or to any fund or other entity which is regularly engaged in or established
for the purpose of making, purchasing or investing in or securitising loans, securities or other financial assets or as otherwise
agreed by the Company (a “New Lender”).


 


	29.3	Conditions
                                         of assignment or transfer



 


		(a)	An
                                         assignment or transfer of part of a Lender’s Commitments shall be in a minimum
                                         amount of £1,000,000 of, if less, the full amount of such Lender’s Commitments
                                         provided that:



 


		(i)	if
                                         an Existing Lender is a fund, it may transfer its Commitments and/or assign its rights
                                         to (and its corresponding obligations may be released and equivalent obligations acceded
                                         to by) another fund that is either an Existing Lender or a related fund of a fund that
                                         is an Existing Lender in any amount; and



 


		(ii)	in
                                         the case of concurrent assignments, release and accessions by an Existing Lender to two
                                         or more related funds, the Commitments of these related funds shall, at the option of
                                         the relevant Lender(s), be aggregated.



 


		(b)	Prior
                                         to the Closing Date, any transfer, assignment, novation, Voting Sub-Participation, Non-Voting
                                         Sub-Participation, Conversion of Non-Voting Sub-Participation or any other Debt Purchase
                                         Transaction in respect of any rights, benefits and/or obligations under or by reference
                                         to the Finance Documents by a Lender or any other arrangement having or which is intended
                                         to have a similar effect to any of the foregoing (each a "Transfer Arrangement")
                                         shall, if made by a Lender require the prior written consent of the Company (in its absolute
                                         discretion) unless, in each case, such Transfer Arrangement:



 


		(i)	is
                                         a Non-Voting Sub-Participation; or



 


		(ii)	is
                                         being made:



 


		(A)	to
                                         the Arrangers or any of their respective Affiliates; or



 


		(B)	in
                                         connection with primary syndication of the Facilities,



 


in
which case no prior written consent of the Company shall be required.


 


		(c)	Any
                                         Transfer Arrangement to which paragraph (b) above does not apply shall not require the
                                         prior written consent of the Company unless such Transfer Arrangement is:



 


		(i)	to
                                         an Excluded Investor;



 


		(ii)	to
                                         a Defaulting Lender;



 






    A-1-207


     


    

 


		(iii)	[Reserved];
                                         or



 


		(iv)	[Reserved],



 


provided
that:


 


		(A)	[Reserved];



 


		(B)	the
                                         Existing Lender shall inform the Company prior to any Transfer Arrangement in respect
                                         of a Revolving Facility;



 


		(C)	[Reserved];



 


		(D)	the
                                         New Lender must meet all applicable regulatory requirements as specified by the Agent
                                         (acting reasonably) for lending to the Borrowers; and



 


		(E)	[Reserved].



 


		(e)	[Reserved].



 


		(f)	Any
                                         Transfer Arrangement referred to in paragraph (c) above, and the identity of the
                                         proposed New Lender (or, as the case may be, sub-participant or sub-contractor) shall
                                         be notified to the Company by the Agent on a monthly basis or at any other time on reasonable
                                         request by the Company.



 


		(g)	An
                                         assignment or transfer under Clause 29 (Changes to the Lenders) will only
                                         be effective upon:



 


		(i)	receipt
                                         by the Agent (in the Assignment Agreement or otherwise) of written confirmation from
                                         the New Lender (in form and substance satisfactory to the Agent) that it will assume
                                         the same obligations to each of the other Finance Parties and the other Secured Parties
                                         as it would have been under had it been an Original Lender;



 


		(ii)	the
                                         New Lender entering into the documentation required for it to accede as a party to the
                                         Intercreditor Agreement; and



 


		(iii)	performance
                                         by the Agent of all “know your customer” or other similar checks under all
                                         applicable laws and regulations relating to any person that the Agent is required to
                                         carry out in relation to such assignment or transfer to a New Lender, the completion
                                         of which the Agent shall promptly notify to the Existing Lender and the New Lender.



 


		(h)	A
                                         transfer will only be effective if the New Lender enters into the documentation required
                                         for it to accede as a party to the Intercreditor Agreement if the procedure set out in
                                         Clause 29.7 (Procedure for transfers) is complied with.



 


		(i)	Any
                                         assignment or transfer under a Revolving Facility must result in an assignment or transfer
                                         of a rateable amount of a Lender’s participation in Utilisations and Available
                                         Commitments thereunder.



 






    A-1-208


     


    

 


		(j)	The
                                         consent of the Issuing Bank is required for an assignment or transfer of any Lender’s
                                         rights or obligations under the Revolving Facility in respect of which it is the Issuing
                                         Bank.



 


		(k)	Without
                                         prejudice to this Clause 29.3 (Conditions of assignment or transfer), each
                                         Obligor hereby expressly consents to each assignment, transfer and/or novation of rights
                                         or obligations completed in compliance with Clause 29 (Changes to the Lenders).
                                         Each Obligor also accepts and confirms that all guarantees, indemnities and Security
                                         granted by it under any Finance Document will, notwithstanding any such assignment, transfer
                                         or novation, continue and be preserved for the benefit of the New Lender and each of
                                         the other Finance Parties in accordance with the terms of the Finance Documents.



 


		(l)	If:



 


		(i)	a
                                         Lender assigns or transfers any of its rights or obligations under the Finance Documents
                                         or enters into or effects a Transfer Arrangement in respect of such rights or obligations
                                         or changes its Facility Office or lending office or branch; and



 


		(ii)	as
                                         a result of circumstances existing at the date the Transfer Arrangement or other change
                                         occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting
                                         through its new Facility Office, lending office or branch under Clause 18 (Taxes)
                                         or Clause 19 (Increased Costs),



 


then
the New Lender or Lender acting through its new Facility Office, lending office or branch is not entitled to receive a payment
under those Clauses to the extent such payment would be greater than the payment that would have been made to the Existing
Lender or Lender acting through its previous Facility Office, lending office or branch had the Transfer Arrangement or other change
not occurred.


 


		(m)	Each
                                         New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms,
                                         for the avoidance of doubt, that the Agent has authority to execute on its behalf any
                                         amendment or waiver that has been approved by or on behalf of the requisite Lender or
                                         Lenders in accordance with this Agreement on or prior to the date on which the transfer
                                         or assignment becomes effective in accordance with this Agreement and that it is bound
                                         by that decision to the same extent as the Existing Lender would have been had it remained
                                         a Lender.



 


		(n)	If
                                         any Transfer Arrangement occurs in breach of the provisions of this Clause 29, that
                                         Transfer Arrangement shall not be effective and shall be void.



 






    A-1-209


     


    

 


		(o)	If
                                         an Original Lender transfers any portion of its Commitment to a New Lender prior to the
                                         Closing Date (the “Pre-Closing Transferred Commitments”) and the New
                                         Lender defaults (the “Defaulting Transferee”) in its obligation to
                                         provide its pro rata share of a Loan under the Facilities to be made during the Certain
                                         Funds Period, then the Original Lender which has made the transfer agrees to provide
                                         the amount that the Defaulting Transferee was obliged to provide up to the amount of
                                         the Pre-Closing Transferred Commitments and such Original Lender shall automatically
                                         re-acquire a transfer in full of the Pre-Closing Transferred Commitments of such Defaulting
                                         Transferee. If an Original Lender is required to provide an amount which a Defaulting
                                         Transferee has failed to provide pursuant to this paragraph (a “Funding
                                         Original Lender” and “Default Amount” respectively) then
                                         (A) each other Original Lender shall promptly pay to the Funding Original Lender
                                         an amount equal to its pro rata share of the Default Amount (determined by reference
                                         to the Original Lenders’ respective original aggregate Commitments) and (B) the
                                         Original Lenders shall effect transfers of Commitments as between themselves to ensure
                                         that each Original Lender holds a portion of the Pre-Closing Transferred Commitments
                                         which is equal to its pro rata share of the Default Amount (determined as set out above).
                                         For the avoidance of doubt, no provision of this paragraph shall require an Original
                                         Lender to fund more than its original Commitment as at the date of this Agreement.



 


	29.4	Assignments
                                         by Lenders



 


Upon
an assignment becoming effective, the Existing Lender will be released from its obligations under the Finance Documents to the
extent they are assumed by the New Lender.


 


	29.5	Assignment
                                         or transfer fee



 


Unless
the Agent agrees otherwise and excluding an assignment or transfer by an Existing Lender (i) to an Affiliate of that Existing
Lender, or (ii) to a Related Fund of that Existing Lender or (iii) made in connection with primary syndication of the Facilities,
the New Lender shall, on or before the date upon which an assignment or transfer to it takes effect pursuant to this Clause 29,
pay to the Agent (for its own account) a fee of GBP 2,500.


 


	29.6	Limitation
                                         of responsibility of Existing Lenders



 


		(a)	Unless
                                         expressly agreed to the contrary, an Existing Lender makes no representation or warranty
                                         and assumes no responsibility to a New Lender for:



 


		(i)	the
                                         legality, validity, effectiveness, adequacy or enforceability of the Transaction Documents,
                                         the Transaction Security or any other documents;



 


		(ii)	the
                                         financial condition of any Obligor or any other member of the Group;



 


		(iii)	the
                                         performance and observance by any Obligor or any other member of the Group of its obligations
                                         under the Transaction Documents or any other documents; or



 


		(iv)	the
                                         accuracy of any statements or information (whether written or oral) made or supplied
                                         in connection with any Transaction Document or any other document,



 


and
any representations or warranties implied by law are excluded.


 






    A-1-210


     


    

 


		(b)	Each
                                         New Lender confirms to the Existing Lender and the other Finance Parties and the Secured
                                         Parties that it:



 


		(i)	has
                                         made (and shall continue to make) its own independent investigation and assessment of
                                         the financial condition and affairs of each Obligor and its related entities and all
                                         other risks arising in connection with its participation in the Finance Documents and
                                         has not relied exclusively on any information provided to it by the Existing Lender or
                                         any other Finance Party in connection with any Transaction Document or the Transaction
                                         Security; and



 


		(ii)	will
                                         continue to make its own independent appraisal of the creditworthiness of each Obligor
                                         and its related entities whilst any amount is or may be outstanding under the Finance
                                         Documents or any Commitment is in force.



 


		(c)	Nothing
                                         in any Finance Document obliges an Existing Lender to:



 


		(i)	accept
                                         a re-transfer or re-assignment from a New Lender of any of the rights and obligations
                                         assigned or transferred by such Existing Lender under this Clause 29; or



 


		(ii)	support
                                         any losses directly or indirectly incurred by the New Lender by reason of the non-performance
                                         by any Obligor of its obligations under the Transaction Documents or otherwise.



 


	29.7	Procedure
                                         for transfers



 


		(a)	Subject
                                         to the conditions set out in Clause 29.3 (Conditions of assignment or transfer),
                                         a transfer by novation is effected in accordance with paragraph (e) below of this
                                         Clause 29.7 when the Agent executes an otherwise duly completed Transfer Certificate
                                         executed and delivered to it by the Existing Lender and the New Lender.



 


		(b)	The
                                         Agent shall, subject to paragraph (c) below, as soon as reasonably practicable after
                                         receipt of a duly completed Transfer Certificate which appears on its face to comply
                                         with the terms of this Agreement and appears to be delivered in accordance with the terms
                                         of this Agreement, execute that Transfer Certificate and record the transfer in the Register.



 


		(c)	The
                                         Agent shall only be obliged to execute a Transfer Certificate delivered to it by the
                                         Existing Lender and the New Lender once it is satisfied it has complied with all necessary
                                         “know your customer” or similar checks under all applicable laws and regulations
                                         in relation to the transfer to such New Lender.



 


		(d)	Each
                                         party to this Agreement (other than the Existing Lender and the New Lender) irrevocably
                                         authorises the Agent to execute any duly completed Transfer Certificate on its behalf.



 






    A-1-211


     


    

 


		(e)	On
                                         the Transfer Date:



 


		(i)	to
                                         the extent that in such Transfer Certificate the Existing Lender seeks to transfer by
                                         novation its rights and obligations under the Finance Documents and in respect of the
                                         Transaction Security, each of the Obligors and such Existing Lender shall be released
                                         from further obligations towards one another (and the Existing Lender and any Issuing
                                         Bank shall be released from any further obligations toward each other) under the Finance
                                         Documents and in respect of the Transaction Security and their respective rights against
                                         one another under the Finance Documents and in respect of the Transaction Security shall
                                         be cancelled (such rights and obligations being referred to in this Clause 29.7
                                         as “discharged rights and obligations”);



 


		(ii)	each
                                         of the Obligors and the New Lender shall assume obligations towards one another and/or
                                         acquire rights against one another which differ from the discharged rights and obligations
                                         only insofar as that Obligor or other member of the Group and that New Lender have assumed
                                         and/or acquired the same in place of that Obligor and such Existing Lender;



 


		(iii)	the
                                         Agent, the Arranger, the New Lender and the other Finance Parties shall acquire the same
                                         rights and benefits and assume the same obligations between themselves as they would
                                         have acquired and assumed had such New Lender been an original party hereto as a Lender
                                         with the rights, benefits and/or obligations acquired or assumed by it as a result of
                                         such transfer and to that extent the Agent, the Arranger and the relevant Existing Lender
                                         and the other Finance Parties (other than the New Lender) shall each be released from
                                         further obligations to each other under the Finance Documents;



 


		(iv)	such
                                         New Lender shall become a party hereto as a “Lender”; and



 


		(v)	the
                                         benefit of each Transaction Security Document shall be maintained in favour of the New
                                         Lender.



 


	29.8	Procedure
                                         for assignment



 


		(a)	Subject
                                         to the conditions set out in Clause 29.3 (Conditions of assignment or transfer)
                                         an assignment may be effected in accordance with paragraph (c) below when the Agent executes
                                         an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender
                                         and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as
                                         reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing
                                         on its face to comply with the terms of this Agreement and delivered in accordance with
                                         the terms of this Agreement, execute that Assignment Agreement.



 


		(b)	The
                                         Agent shall only be obliged to execute an Assignment Agreement delivered to it by the
                                         Existing Lender and the New Lender once it is satisfied it has complied with all necessary
                                         “know your customer” or similar checks under all applicable laws and
                                         regulations in relation to the assignment to such New Lender.



 






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		(c)	On
                                         the Transfer Date:



 


		(i)	the
                                         Existing Lender will assign absolutely to the New Lender its rights under the Finance
                                         Documents and in respect of the Transaction Security expressed to be the subject of the
                                         assignment in the Assignment Agreement;



 


		(ii)	the
                                         Existing Lender will be released from the obligations (the “Relevant Obligations”)
                                         expressed to be the subject of the release in the Assignment Agreement (and any corresponding
                                         obligations by which it is bound in respect of the Transaction Security); and



 


		(iii)	the
                                         New Lender shall become a party as a “Lender” and will be bound by
                                         obligations equivalent to the Relevant Obligations.



 


	29.9	Voting
                                         Sub-Participation, Non-Voting Sub-Participation or Conversion of Non-Voting Sub-Participation



 


		(a)	In
                                         relation to any Voting Sub-Participation, Non-Voting Sub-Participation or Conversion
                                         of Non-Voting Sub-Participation, subject to Clause 29.3 (Conditions of assignment
                                         or transfer), nothing in this Agreement shall restrict the ability of a Lender to
                                         enter into a Non-Voting Sub-Participation so long as such Lender remains liable under
                                         this Agreement in relation to those obligations and provided further that such Lender
                                         shall be required to provide a representation to the Agent and to the Company on any
                                         response to a request for an amendment, waiver or other vote made by Lenders that it
                                         has acted independently with respect to such vote and has not sought or received direction
                                         from the sub-participant with respect thereto (a “Voting Confirmation”).



 


		(b)	If
                                         a Lender does not give an affirmative Voting Confirmation as contemplated in subparagraph
                                         (a) above when responding to a request for an amendment, waiver or other vote, then it
                                         shall be deemed to have provided consent to or otherwise voted in favour of the amendment,
                                         waiver or other vote so requested.



 


		(c)	Notwithstanding
                                         anything to the contrary in this Agreement, prior to entering into any Sub-Participation,
                                         the relevant Lender shall:



 


		(i)	give
                                         the Company at least 10 Business Days advance notice thereof; and



 


		(ii)	provide
                                         the Company with any relevant documentation (which shall be on terms satisfactory to
                                         the Company (acting reasonably)).



 


		(d)	If
                                         any Voting Sub-Participation, Non-Voting Sub-Participation or Conversion of a Non-Voting
                                         Sub-Participation is carried out in breach of this Clause 29.9, such Voting Sub-Participation,
                                         Non-Voting Sub-Participation or Conversion of a Non-Voting Sub-Participation shall be
                                         void and deemed to have not occurred.



 






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	29.10	The
                                         Register



 


		(a)	The
                                         Agent, acting for this purpose as a non-fiduciary agent of the Obligors, shall maintain
                                         at its address referred to in Clause 38.2 (Addresses):



 


		(i)	each
                                         Transfer Certificate referred to in Clause 29.7 (Procedure for transfers)
                                         and each Assignment Agreement referred to in Clause 29.8 (Procedure for assignment)
                                         each Increase Confirmation delivered to and accepted by it; and



 


		(ii)	with
                                         respect to each Facility, a register for the recording of the names and addresses of
                                         the Lenders and the Commitment of, and principal amount (and interest) owing to, each
                                         Lender from time to time (the “Register”) under such Facility, which
                                         may be kept in electronic form.



 


Without
limitation of any other provision of this Clause 29 (Changes to the Lenders), no transfer of an interest in a Loan
or Commitment hereunder shall be effective unless and until recorded in the Register. The entries in the Register shall be conclusive
and binding for all purposes, absent manifest error, and the Obligors, the Agents and the Lenders shall treat each person whose
name is recorded in the Register as a Lender hereunder for all purposes of this Agreement notwithstanding any notice to the contrary.
The Agent shall provide the Company with a copy of the Register within 5 Business Days of request.


 


		(b)	Each
                                         party to this Agreement irrevocably authorises the Agent to make the relevant entry in
                                         the Register (and which the Agent shall do promptly) on its behalf for the purposes of
                                         this Clause 29.10 (The Register) without any further consent of, or consultation
                                         with, such Party.



 


		(c)	The
                                         Agent shall, upon request by an Existing Lender (as defined in Clause 29.2 (Assignments
                                         and Transfers by Lenders) or a New Lender, confirm to that Existing Lender or New
                                         Lender whether a transfer or assignment from that Existing Lender or (as the case may
                                         be) to that New Lender has been recorded on the Register (including details of the Commitment
                                         of that Existing Lender or New Lender in each Facility).



 


	29.11	Copy
                                         of Transfer Certificate, Assignment Agreement or Increase Confirmation to Company



 


The
Agent shall provide, upon the request of the Company, in relation to any specified Transfer Certificate, Assignment Agreement
or Increase Confirmation, a copy of such document to the Company within 5 Business Days of receipt of such request.


 


	29.12	Security
                                         over Lenders’ rights



 


In
addition to the other rights provided to Lenders under this Clause 29, each Lender may without consulting with or obtaining
consent from any Obligor, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or
otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:


 


		(a)	any
                                         charge, assignment or other Security to secure obligations to a federal reserve or central
                                         bank; and



 


		(b)	in
                                         the case of any Lender which is a fund, any charge, assignment or other Security granted
                                         to any holders (or trustee or representatives of holders) of obligations owed, or securities
                                         issued, by that Lender as security for those obligations or securities,



 






    A-1-214


     


    

 


except
that no such charge, assignment or Security shall:


 


		(i)	release
                                         a Lender from any of its obligations under the Finance Documents or substitute the beneficiary
                                         of the relevant charge, assignment or other Security for the Lender as a party to any
                                         of the Finance Documents; or



 


		(ii)	require
                                         any payments to be made by an Obligor or grant to any person any more extensive rights
                                         than those required to be made or granted to the relevant Lender under the Finance Documents.



 


	29.13	[Reserved]



 


	29.14	Pro
                                         rata interest settlement



 


		(a)	If
                                         the Agent has notified the Lenders that it is able to distribute interest payments on
                                         a "pro rata basis" to Existing Lenders and New Lenders then (in respect of
                                         any transfer pursuant to Clause 29.7 (Procedure for transfers) or any assignment
                                         pursuant to Clause 29.8 (Procedure for assignment) the Transfer Date of which,
                                         in each case, is after the date of such notification and is not on the last day of an
                                         Interest Period):



 


		(i)	any
                                         interest or fees in respect of the relevant participation which are expressed to accrue
                                         by reference to the lapse of time shall continue to accrue in favour of the Existing
                                         Lender up to but excluding the Transfer Date (“Accrued Amounts”) and
                                         shall become due and payable to the Existing Lender (without further interest accruing
                                         on them) on the last day of the current Interest Period (or, if the Interest Period is
                                         longer than six Months, on the next of the dates which falls at six Monthly intervals
                                         after the first day of that Interest Period); and



 


		(ii)	the
                                         rights assigned or transferred by the Existing Lender will not include the right to the
                                         Accrued Amounts so that, for the avoidance of doubt:



 


		(A)	when
                                         the Accrued Amounts become payable, those Accrued Amounts will be payable for the account
                                         of the Existing Lender; and



 


		(B)	the
                                         amount payable to the New Lender on that date will be the amount which would, but for
                                         the application of this Clause 29.14, have been payable to it on that date, but
                                         after deduction of the Accrued Amounts.



 


		(b)	In
                                         this Clause 29.14 references to “Interest Period” shall be construed
                                         to include a reference to any other period for accrual of fees.



 






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	29.15	Sub-Participant
                                         Register



 


Each
Lender that sells a sub-participation in a Loan or other obligation of an Obligor under a Finance Document shall, acting solely
for this purpose as a non-fiduciary agent of the Obligor, maintain a register on which it enters the name and address of each
participant and the principal amounts (and interest) of each sub-participant’s interest in such Loans or other obligations
(the “Participant Register”); provided that no such Lender shall have any obligation to disclose all or any
portion of the Participant Register (including the identity of any participant or any information relating to a participant’s
interest in any Commitments, Loans or other obligations under any Finance Document) to any person except to the extent that such
disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form within the meaning of
Section 5f.103-1(c) of the US Treasury Regulations and Section 1.163-5(b) of the US Proposed Treasury Regulations (or any amended
or successor version). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall
treat each person whose name is recorded in the Participant Register as the owner of such sub-participation for all purposes of
this Agreement notwithstanding any notice to the contrary.


 


	30	Restriction
                                         on Debt Purchase Transactions



 


		(a)	No
                                         member of the Group shall (i) enter into any Debt Purchase Transaction other than
                                         in accordance with the other provisions of this Clause 30 or (ii) be, or beneficially
                                         own all or any part of the share capital of an entity that is, a Lender or a party to
                                         a Debt Purchase Transaction of the type referred to in paragraphs (b) or (c) of
                                         the definition of Debt Purchase Transaction.



 


		(b)	A
                                         member of the Group (a “Purchaser”) may purchase by way of assignment,
                                         pursuant to Clause 29 (Changes to the Lenders), a participation in any Facility
                                         B Loan and any related Commitment where:



 


		(i)	such
                                         purchase is made for a consideration of less than par;



 


		(ii)	such
                                         purchase is made using one of the processes set out at paragraphs (c) and (d) below;
                                         and



 


		(iii)	in
                                         the case of a purchase by a member of the Group:



 


		(A)	such
                                         purchase is made at a time when no Event of Default is continuing; and



 


		(B)	the
                                         consideration for such purchase is funded from Retained Excess Cash (to the extent Not
                                         Otherwise Applied).



 






    A-1-216


     


    

 


		(c)	Any
                                         Debt Purchase Transaction entered into by a Purchaser shall be entered into initially
                                         pursuant to a solicitation process (a “Solicitation Process”) which
                                         is carried out as follows.



 


		(i)	Prior
                                         to 11.00 a.m. on a given Business Day (the “Solicitation day”),
                                         the relevant Purchaser or a financial institution acting on its behalf (the “Purchase
                                         Agent”) will approach at the same time each Lender which participates in Facility
                                         B to invite them to offer to sell to the relevant Purchaser, an amount of their participation
                                         in Facility B. Any Lender wishing to make such an offer shall, by 11.00 a.m. on the second
                                         Business Day following such Solicitation day, communicate to the Purchase Agent
                                         details of the amount of its participations, and in which Facility B, it is offering
                                         to sell and the price at which it is offering to sell such participations. Any such offer
                                         shall be irrevocable until 11.00 a.m. on the third Business Day following such Solicitation day
                                         and shall be capable of acceptance by the relevant Purchaser on or before such time by
                                         communicating its acceptance in writing to the Purchase Agent or, if it is the Purchase
                                         Agent, the relevant Lenders. The Purchase Agent (if someone other than the Purchaser)
                                         will communicate to the relevant Lenders which offers have been accepted by 12 noon on
                                         the third Business Day following such Solicitation day. In any event by 11.00
                                         a.m. on the fourth Business Day following such Solicitation day, the Purchaser shall
                                         notify the Agent of the amounts of the participations purchased through the relevant
                                         Solicitation Process and the identity of Facility B to which they relate. The Agent shall
                                         disclose such information to any Lender that requests such disclosure.



 


		(ii)	If
                                         it chooses to accept any offers made pursuant to a Solicitation Process the Purchaser
                                         shall be free to select which offers and in which amounts it accepts but on the basis
                                         that in relation to a participation in a particular Facility it accepts offers in inverse
                                         order of the price offered (with the offer or offers at the lowest price being accepted
                                         first) and that if in respect of participations in a particular Facility it receives
                                         two or more offers at the same price it shall only accept such offers on a pro rata basis.



 


		(iii)	Any
                                         purchase of participations in Facility B pursuant to a Solicitation Process shall be
                                         completed and settled on or before the fifth Business Day after the relevant Solicitation day.



 


		(iv)	In
                                         accepting any offers made pursuant to a Solicitation Process the Company shall be free
                                         to select which offers and in which amounts it accepts.



 


		(d)	Following
                                         the completion of a Solicitation Process, a Debt Purchase Transaction referred to in
                                         paragraph (b) above may also be entered into pursuant to a bilateral process (a
                                         “Bilateral Process”) which is carried out as follows



 


		(A)	a
                                         Purchaser may by itself or through the same or another Purchase Agent, at any time during
                                         the period commencing on the expiry of the relevant Solicitation Process and ending 30
                                         days thereafter, purchase participations from Lenders pursuant to secondary market purchases
                                         and/or pursuant to such bilateral arrangements with any Lenders as the Purchaser shall
                                         see fit, provided that the purchase rate on such market purchases and bilateral arrangements
                                         during that 30-day period may not exceed the lowest purchase rate tendered by the Lenders
                                         during the Solicitation Process which was not accepted by that Purchaser;



 






    A-1-217


     


    

 


		(B)	any
                                         purchase of participations in Facility B pursuant to a Bilateral Process shall be completed
                                         and settled by the relevant Purchaser on or before the second Business Day after the
                                         expiry of the Bilateral Process period referred to in (A) above; and



 


		(C)	a
                                         Purchaser shall promptly notify the Agent of the amounts of each participation purchased
                                         through such Bilateral Process and the identity of Facility B to which they relate. The
                                         Agent shall disclose such information to any Lender that requests the same.



 


		(e)	For
                                         the avoidance of doubt, there is no limit on the number of occasions a Solicitation Process
                                         or Bilateral Process may be implemented.



 


		(f)	In
                                         relation to any Debt Purchase Transaction entered into pursuant to this Clause 30,
                                         notwithstanding any other term of this Agreement or the other Finance Documents (in the
                                         case of a Lender which is a member of the Group for so long as it remains a member of
                                         the Group):



 


		(i)	on
                                         completion of the relevant assignment pursuant to Clause 29 (Changes to the Lenders),
                                         the portions of the Facility B Loans to which it relates shall, unless there would be
                                         a material adverse tax impact on the Group as a result of such cancellation, be fully
                                         extinguished;



 


		(ii)	such
                                         Debt Purchase Transaction and the related extinguishment referred to in paragraph (i)
                                         above shall not constitute a prepayment of the Facilities;



 


		(iii)	the
                                         Obligor or Purchaser which is the assignee shall be deemed to be an entity which fulfils
                                         the requirements of Clause 29.2 (Assignments and Transfers by Lenders) to
                                         be a New Lender (as defined in such Clause);



 


		(iv)	no
                                         member of the Group shall be deemed to be in breach of any provision of Clauses 27.21
                                         (Acquisitions and Investments), 27.26 (Holding Company), 27.14 (Indebtedness)
                                         or 27.16 (Loans) solely by reason of such Debt Purchase Transaction;



 


		(v)	Clause 34
                                         (Sharing among the Finance Parties) shall not be applicable to the consideration
                                         paid under such Debt Purchase Transaction;



 


		(vi)	for
                                         the avoidance of doubt, any extinguishment of any part of the Facility B Loans shall
                                         not affect any amendment or waiver which prior to such extinguishment had been approved
                                         by or on behalf of the requisite Lender or Lenders in accordance with this Agreement;
                                         and



 






    A-1-218


     


    

 


		(vii)	unless
                                         all amounts owing to the other Lenders under this Agreement will be paid in full at the
                                         same time as such prepayment, neither the Company or an Obligor or Purchaser will be
                                         entitled to receive any prepayment pursuant to this Agreement and the amount of any such
                                         prepayment which would have been so received by it shall be applied pro rata to
                                         prepay all other Lenders in the relevant Facility;



 


		(viii)	any
                                         enforcement proceeds or other amount received by the Company or a member of the Group
                                         as a result of a Debt Purchase Transaction (in the case of such other amount, in circumstances
                                         where the Company or the Obligors have failed to pay to the Lenders all amounts otherwise
                                         due and payable (the amount not so paid being a “shortfall”)) shall
                                         be held on trust for distribution to the other Finance Parties and such Purchaser shall
                                         promptly (and in any event within ten (10) Business Days) pay an amount equal to such
                                         enforcement proceeds or such shortfall, as the case may be, to the Security Agent for
                                         application in accordance with clause 13 (Application of proceeds) of the Intercreditor
                                         Agreement;



 


		(ix)	any
                                         amount that is due to the Company or an Obligor or Purchaser that enters into a Debt
                                         Purchase Transaction and which is received by the Agent pursuant to Clause 35.6 (Partial
                                         payments) shall be applied as if such payment were due under paragraph (a)(iv) of
                                         Clause 35.6 (Partial payments);



 


		(x)	neither
                                         the Company nor a member of the Group which completes a Debt Purchase Transaction shall
                                         be permitted at any time to sell, transfer or otherwise dispose of the subject matter
                                         of such Debt Purchase Transaction; and



 


		(xi)	neither
                                         the Company nor a member of the Group which completes a Debt Purchase Transaction or
                                         Purchaser shall be entitled to exercise any rights or be entitled to any payment pursuant
                                         to Clause 18 (Taxes) and Clause 19 (Increased Costs).



 


		(g)	Each
                                         Obligor or other Purchaser that becomes a Lender pursuant to this Clause 30 agrees
                                         that:



 


		(i)	in
                                         relation to any meeting or conference call to which all the Lenders are invited to attend
                                         or participate, unless the Agent otherwise agrees, it shall not attend or participate
                                         in the same or be entitled to receive the agenda or any minutes of the same;



 


		(ii)	in
                                         its capacity as Lender, unless the Agent otherwise agrees, it shall not be entitled to
                                         receive any report or other document prepared at the behest of, or on the instructions
                                         of, the Agent or one or more of the Lenders; and



 


		(iii)	in
                                         ascertaining the Majority Lenders or Super Majority Lenders or whether any given percentage
                                         (including, for the avoidance of doubt, unanimity) of the Total Commitments has been
                                         obtained to give an instruction or approve any request for a consent, waiver, amendment,
                                         or other vote under the Finance Documents such Commitment owned by such Purchaser shall
                                         be deemed to be zero; and



 


		(iv)	subject
                                         to paragraph (iii) above, for the purposes of Clause 42.2 (Exceptions), such Purchaser
                                         shall be deemed not to be a Lender,



 






    A-1-219


     


    

 


provided
that, in each case, such consent, waiver, amendment or other vote:


 


		(A)	does
                                         not result or is not intended to result in any Commitment of that Obligor or Purchaser
                                         under a particular Facility being treated in any manner which is inconsistent with the
                                         treatment proposed to be applied to any other Commitment under such Facility; or



 


		(B)	is
                                         not detrimental (in comparison to the other Finance Parties) to the rights and/or interests
                                         of that Obligor or Purchaser solely in its capacity as a Finance Party and each Obligor
                                         or Purchaser (as applicable) upon becoming a Party expressly agrees and acknowledges
                                         that the operation of this paragraph shall not of itself be so detrimental to it in comparison
                                         to the other Finance Parties or otherwise.



 


		(h)	Each
                                         Lender shall, unless the Debt Purchase Transaction is an assignment or transfer, promptly
                                         notify the Agent in writing if it knowingly enters into a Debt Purchase Transaction with
                                         a member of the Group (a “Notifiable Debt Purchase Transaction”),
                                         such notification to be substantially in the form set out in Part 1 of Schedule 13 (Forms
                                         of Notifiable Debt Purchase Transaction Notice).



 


		(i)	A
                                         Lender shall promptly notify the Agent if a Notifiable Debt Purchase Transaction to which
                                         it is a party is terminated or ceases to be with a member of the Group, such notification
                                         to be substantially in the form set out in Part 2 of Schedule 13 (Forms of Notifiable
                                         Debt Purchase Transaction Notice).



 


	31	Changes
                                         to the Obligors



 


	31.1	Assignment
                                         and transfers by Obligors



 


No
Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents other than pursuant
to a Permitted Reorganisation.


 


	31.2	Additional
                                         Borrowers



 


		(a)	Subject
                                         to compliance with Clause 25.11 (“Know your customer” checks), the
                                         Company may request that any of its wholly-owned Subsidiaries becomes an Additional Borrower.
                                         That Subsidiary shall become a Borrower under a Facility if:



 


		(i)	in
                                         the case of Facility B1, it is approved by all the Lenders under Facility B1;



 


		(ii)	in
                                         the case of Facility B2, it is approved by all the Lenders under Facility B2;



 


		(iii)	in
                                         the case of a Revolving Facility, it is incorporated in:



 


		(A)	England
                                         and Wales or the US;



 


		(B)	the
                                         same jurisdiction as an existing Revolving Facility Borrower; or



 


		(C)	any
                                         other jurisdiction that is approved by all Lenders under the relevant Revolving Facility;



 


		(iv)	the
                                         Company and that Subsidiary deliver to the Agent a duly completed and executed Accession
                                         Deed;



 


		(v)	the
                                         Subsidiary is (or becomes) a Guarantor prior to or contemporaneously with becoming a
                                         Borrower; and



 


		(vi)	the
                                         Agent has received all of the documents and other evidence set out in Part 2 of Schedule
                                         2 (Conditions Precedent and Conditions Precedent required to be delivered by an Additional
                                         Obligor) in relation to that Additional Borrower, each in form and substance satisfactory
                                         to the Agent (acting reasonably).



 


		(b)	The
                                         Agent shall notify the Company and the Lenders promptly upon being satisfied that it
                                         has received (in form and substance satisfactory) to it (acting reasonably) all of the
                                         documents and other evidence set out in Part 2 of Schedule 2 (Conditions Precedent
                                         and Conditions Precedent required to be delivered by an Additional Obligor) in relation
                                         to that Additional Borrower.



 






    A-1-220


     


    

 


		(c)	Upon
                                         the Agent’s confirmation to the Company that it has received all documents referred
                                         to in paragraph (a) above in respect of an Additional Borrower, such Additional
                                         Borrower, the Obligors and the Finance Parties shall each assume such obligations towards
                                         one another and/or acquire such rights against each other party as they would have assumed
                                         or acquired had such Additional Borrower been an original Party to this Agreement and
                                         the Intercreditor Agreement as a Debtor (as defined in the Intercreditor Agreement) and
                                         such Additional Borrower shall become a Party to this Agreement and thereto as a Borrower
                                         and as a Guarantor.



 


	31.3	Additional
                                         Guarantors



 


		(a)	Subject
                                         to compliance with Clause 25.11 (“Know your customer” checks), the
                                         Company may request that any of its Subsidiaries becomes a Guarantor. That Subsidiary
                                         shall become a Guarantor if:



 


		(i)	the
                                         Company and that Subsidiary deliver to the Agent a duly completed and executed Accession
                                         Deed; and



 


		(ii)	the
                                         Agent has received all of the documents and other evidence set out in Part 2 of Schedule
                                         2 (Conditions Precedent and Conditions Precedent required to be delivered by an Additional
                                         Obligor) in relation to that Additional Guarantor, each in form and substance satisfactory
                                         to the Agent (acting reasonably).



 


		(b)	The
                                         Agent shall notify the Company and the Lenders promptly upon being satisfied that it
                                         has received (in form and substance satisfactory to it (acting reasonably) all of the
                                         documents and other evidence set out in Part 2 of Schedule 2 (Conditions Precedent
                                         and Conditions Precedent required to be delivered by an Additional Obligor) in relation
                                         to that Additional Guarantor.



 


		(c)	Upon
                                         the Agent’s confirmation to the Company that it has received all documents referred
                                         to in paragraph (a) above in respect of an Additional Guarantor, such Additional
                                         Guarantor, the other Obligors and the Finance Parties shall each assume such obligations
                                         towards one another and/or acquire such rights against each other party as they would
                                         have assumed or acquired had such Subsidiary been an original Party to this Agreement
                                         and the Intercreditor Agreement as a Guarantor and such Subsidiary shall become a Party
                                         to this Agreement and thereto as a Guarantor.



 


	31.4	Resignation
                                         of an Obligor



 


		(a)	In
                                         this Clause 31.4, “Third Party Disposal” means the direct or
                                         indirect disposal of an Obligor to a person which is not a member of the Group and which
                                         is permitted by the terms of this Agreement (and the Company has confirmed in writing
                                         this is the case) or made with the approval of the Majority Lenders.



 


		(b)	The
                                         Company may request that an Obligor (other than the Company) ceases to be a Borrower
                                         and/or a Guarantor by delivering a Resignation Letter to the Agent if:



 


		(i)	that
                                         Obligor is the subject of a Third Party Disposal, or that Obligor is only a Borrower
                                         (and not a Guarantor), or that Obligor or any member of the Group which is its Holding
                                         Company is the subject of a Permitted Disposal or a Permitted Reorganisation pursuant
                                         to which that Obligor or its Holding Company will cease to be a member of the Group;
                                         or that Obligor is the subject of a Permitted Disposal or a Permitted Reorganisation
                                         pursuant to which it is to be liquidated, wound up, dissolved or merged (or pursuant
                                         to which it will otherwise cease to exist) or pursuant to which it is demerged following
                                         which it ceases to be a member of the Group; or



 






    A-1-221


     


    

 


		(ii)	the
                                         Company confirms to the Agent that the Guarantor Coverage Level based on the most recent
                                         Quarterly Financial Statements or Annual Financial Statements, as applicable (calculated
                                         on a pro forma basis taking into account such resignations and any members of the Group
                                         which have or will become Additional Guarantors on or prior to the date on which the
                                         resignation will become effective, and any resignation of any Obligor which has or will
                                         become effective on or prior to the date on which such resignation will become effective)
                                         will continue to be satisfied after such resignation; or



 


		(iii)	the
                                         Majority Lenders have consented to the resignation of that Guarantor.



 


		(c)	Subject
                                         to paragraph (a) of clause 18.19 (Resignation of a Debtor) of the Intercreditor
                                         Agreement, the Agent shall accept such Resignation Letter and notify the Company and
                                         the Lenders of its acceptance if:



 


		(i)	no
                                         Default is continuing or would result from the acceptance of the Resignation Letter (and
                                         the Company has confirmed this is the case);



 


		(ii)	in
                                         the case of a Borrower, no amounts utilised by it as a Borrower remain outstanding under
                                         this Agreement (or will be outstanding at the time of resignation) and it is under no
                                         actual or contingent obligations as a Borrower under the Finance Documents, and in the
                                         case of a Guarantor no payment is due and payable from that Guarantor under Clause 23.1
                                         (Guarantee and indemnity); and



 


		(iii)	in
                                         the case of a Borrower which is also a Guarantor (unless it is simultaneously resigning
                                         as a Guarantor in accordance with this Clause 31.4, its obligations in its capacity
                                         as Guarantor continue to be legal, valid, binding and enforceable and in full force and
                                         effect (subject to the Legal Reservations and Perfection Requirements).



 


		(d)	Upon
                                         notification by the Agent to the Company of its acceptance of the resignation of a Borrower
                                         or a Guarantor, that entity shall cease to be a Borrower or a Guarantor (as applicable)
                                         and shall have no further rights or obligations under the Finance Documents as a Borrower
                                         or a Guarantor (as applicable).



 


		(e)	Notwithstanding
                                         anything else in this Clause 31 to the contrary, where the Borrower or Guarantor is the
                                         subject of a Third Party Disposal or other transaction contemplated by paragraph (b)
                                         above, the resignation as a Borrower and/or Guarantor shall not take effect (and the
                                         Obligor will continue to have rights, obligations and liabilities under the Finance Documents
                                         as a Borrower and/or Guarantor) until the date on which the Third Party Disposal or other
                                         transactions contemplated by paragraph (b) above, takes effect.



 


	31.5	Repetition
                                         of Representations



 


Delivery
of an Accession Deed constitutes confirmation by the relevant Subsidiary that the Repeating Representations are true and correct
in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.


 


	31.6	Release
                                         of Security



 


		(a)	If
                                         an Obligor other than a company listed in paragraphs (a) to (g) of the definition of
                                         Change of Control:



 


		(i)	ceases
                                         to be a Guarantor,



 


		(ii)	is
                                         subject to any transaction permitted under the terms of this Agreement pursuant to which
                                         Transaction Security is required to be released over an asset; or



 


		(iii)	disposes
                                         of any asset (or any member of the Group disposes of shares in an Obligor or any Holding
                                         Company of an Obligor) in a manner expressly permitted by the terms of this Agreement
                                         (including pursuant to a Permitted Disposal, Permitted Reorganisation, a Structural Adjustment,
                                         the implementation of other actions permitted under the Finance Documents or any release
                                         contemplated under Clause 42.3 (Transaction Security and Guarantees) whether
                                         or not requiring a consent thereunder),



 






    A-1-222


     


    

 


and
such asset (or shares) is subject to Transaction Security, the Security Agent and/or the relevant Secured Party(ies) (as applicable)
shall, at the cost and request of the Company, release Transaction Security over that asset (or shares) and, in the case of any
such disposal of shares in an Obligor or a Holding Company of an Obligor to a person who is not a member of the Group, over the
respective assets of such Obligor and its Subsidiaries (and the shares in any such Obligor and/or Subsidiary), issue any certificate
of non-crystallisation of any floating charge and carry out any other action (including notification and filings for cancelling
any registration) that may reasonably be required or considered necessary or desirable in connection with that disposal and that
release, provided that, in the case of any Permitted Reorganisation, the requirements of the definition of Permitted Reorganisation
are complied with.


 


		(b)	Subject
                                         to the Intercreditor Agreement, in relation to any Transaction Security over a bank account
                                         of an Obligor, the Security Agent is hereby authorised by the Secured Parties to release
                                         any Security granted in favour of the Security Agent and held over any bank account of
                                         an Obligor (a “Pledged Account”) provided that prior to such release
                                         the relevant Obligor has transferred the balance standing to the credit of such Pledged
                                         Account to another bank account held by it (a “Recipient Account”)
                                         and the Security Agent is satisfied (acting reasonably) that the relevant Obligor has
                                         valid and effective Transaction Security over such Recipient Account consistent with
                                         the Agreed Security Principles or there is no credit balance on such Pledged Account



 


		(d)	[Reserved].



 


	32	Role
                                         of the Agent, the Arrangers, the Issuing Bank and Others



 


	32.1	Appointment
                                         of the Agent



 


		(a)	Each
                                         other Finance Party appoints the Agent to act as its agent under and in connection with
                                         the Finance Documents.



 


		(b)	Each
                                         other Finance Party authorises the Agent to exercise the rights, powers, authorities
                                         and discretions specifically given to the Agent under or in connection with the Finance
                                         Documents together with any other incidental rights, powers, authorities and discretions.



 


		(c)	Each
                                         other Finance Party and Secured Party confirms that each of the Arrangers and the Agent
                                         has authority to accept on its behalf (and ratifies the acceptance on its behalf of any
                                         letters or reports already accepted by the Arrangers or Agent) the terms of any reliance
                                         letter or engagement letters relating to the Reports or any reports or letters provided
                                         by any person in connection with the Transaction Documents or the transactions contemplated
                                         in the Transaction Documents and to bind it in respect of those Reports, reports or letters
                                         and to sign such letters on its behalf and further confirms that it accepts the terms
                                         and qualifications set out in such letters.



 






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	32.2	Duties
                                         of the Agent



 


		(a)	Subject
                                         to paragraph (b) below, the Agent shall promptly forward to a Party the original
                                         or a copy of any document which is delivered to the Agent for that Party by any other
                                         Party.



 


		(b)	Without
                                         prejudice to Clause 29.10 (The Register) and paragraph (e) of Clause 7.4
                                         (Cash collateral by Non-Acceptable L/C Lender), paragraph (a) shall not apply
                                         to any Transfer Certificate, Assignment Agreement or Increase Confirmation.



 


		(c)	Except
                                         where a Finance Document specifically provides otherwise, the Agent is not obliged to
                                         review or check the adequacy, accuracy or completeness of any document it forwards to
                                         another Party.



 


		(d)	If
                                         the Agent receives notice from a Party referring to this Agreement, describing a Default
                                         and stating that the circumstance described is a Default, it shall promptly notify the
                                         other Finance Parties.



 


		(e)	If
                                         the Agent is aware of the non-payment of any principal, interest, commitment fee or other
                                         fee payable to a Finance Party (other than the Agent, the Arrangers or the Security Agent)
                                         under this Agreement it shall promptly notify the other Finance Parties.



 


		(f)	The
                                         Agent shall provide to the Company, within five Business Days of a request by the
                                         Company (but no more frequently than once per calendar month), a list (which may be in
                                         electronic form) setting out the names of the Lenders as at the date of that request,
                                         their respective Commitments, the address and fax number (and the department or officer,
                                         if any, for whose attention any communication is to be made) of each Lender for any communication
                                         to be made or document to be delivered under or in connection with the Finance Documents,
                                         the electronic mail address and/or any other information required to enable the sending
                                         and receipt of information by electronic mail or other electronic means to and by each
                                         Lender to whom any communication under or in connection with the Finance Documents may
                                         be made by that means and the account details of each Lender for any payment to be distributed
                                         by the Agent to that Lender under the Finance Documents.



 


		(g)	The
                                         Agent’s duties under the Finance Documents are solely mechanical and administrative
                                         in nature.



 


		(h)	Upon
                                         the Agent becoming an Impaired Agent the Company shall provide a copy of the list of
                                         all the Lenders to each Finance Party.



 


		(i)	The
                                         Agent shall have only those duties, obligations and responsibilities expressly specified
                                         in the Finance Documents to which it is expressed to be a party (and no others shall
                                         be implied).



 






    A-1-224


     


    

 


	32.3	Role
                                         of the Arrangers



 


Except
as specifically provided in the Finance Documents, the Arrangers have no obligations of any kind to any other Party under or in
connection with any Finance Document.


 


	32.4	No
                                         fiduciary duties



 


		(a)	Nothing
                                         in this Agreement constitutes the Agent, any Arranger, any Bookrunner and/or and Issuing
                                         Bank as a trustee or fiduciary of any other person.



 


		(b)	None
                                         of the Agent, the Security Agent, the Arrangers, the Issuing Bank or any Ancillary Lender
                                         shall be bound to account to any Lender for any sum or the profit element of any sum
                                         received by it for its own account.



 


	32.5	Business
                                         with the Group



 


The
Agent, the Security Agent, the Arrangers, the Issuing Bank and each Ancillary Lender may accept deposits from, lend money to and
generally engage in any kind of banking or other business with any member of the Group.


 


	32.6	Rights
                                         and discretions



 


		(a)	The
                                         Agent and the Issuing Bank may:



 


		(i)	rely
                                         on any representation, communication, notice or document believed by it to be genuine,
                                         correct and appropriately authorised;



 


		(ii)	assume
                                         that:



 


		(A)	any
                                         instructions received by it from the Majority Lenders, any Lenders or any group of Lenders
                                         are duly given in accordance with the terms of the Finance Documents;



 


		(B)	unless
                                         it has received notice of revocation, that those instructions have not been revoked;



 


		(iii)	rely
                                         on any statement made by a director, authorised signatory or employee of any person regarding
                                         any matters which may reasonably be assumed to be within his knowledge or within his
                                         power to verify; and



 


		(iv)	rely
                                         on a certificate from any person:



 


		(A)	as
                                         to any matter of fact or circumstance which might reasonably be expected to be within
                                         the knowledge of that person; or



 


		(B)	to
                                         the effect that such person approves of any particular dealing, transaction, step, action
                                         or thing,



 


as
sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that
certificate.


 






    A-1-225


     


    

 


		(b)	The
                                         Agent may assume (unless it has received notice to the contrary in its capacity as agent
                                         for the Lenders) that:



 


		(i)	no
                                         Default has occurred (unless it has actual knowledge of a Default arising under Clause 28.1
                                         (Payment Default));



 


		(ii)	any
                                         right, power, authority or discretion vested in any Party or the Majority Lenders has
                                         not been exercised;



 


		(iii)	any
                                         notice or request made by the Company is made on behalf of and with the consent and knowledge
                                         of all the Obligors; and



 


		(iv)	no
                                         Notifiable Debt Purchase Transaction:



 


		(A)	has
                                         been entered into;



 


		(B)	has
                                         been terminated; or



 


		(C)	has
                                         ceased to be with a member of the Group.



 


		(c)	The
                                         Agent may engage, pay for and rely on the advice or services of any lawyers, accountants,
                                         surveyors, tax advisors or other professional service advisors or experts provided that
                                         it acts reasonably in agreeing fees with such advisors.



 


		(d)	The
                                         Agent may act in relation to the Finance Documents through its personnel and agents.



 


		(e)	The
                                         Agent may disclose to any other Party or its advisers engaged in accordance with paragraph
                                         (c) above any information it reasonably believes it has received as agent under this
                                         Agreement.



 


		(f)	Without
                                         prejudice to the generality of paragraph (e) above, the Agent may disclose the identity
                                         of a Defaulting Lender to the other Finance Parties and the Company and shall disclose
                                         the same upon the written request of the Company or the Majority Lenders.



 


		(g)	The
                                         Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors
                                         or other professional advisers or experts (whether obtained by the Agent or by any other
                                         Party) and shall not be liable for any damages, costs or losses to any person, any diminution
                                         in value or any liability whatsoever arising as a result of its so relying.



 


		(h)	Notwithstanding
                                         any other provision of any Finance Document to the contrary, none of the Agent, the Arrangers
                                         or the Issuing Bank is obliged to do or omit to do anything if it would or might in its
                                         reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary
                                         duty or duty of confidentiality.



 


		(i)	The
                                         Agent is not obliged to disclose to any Finance Party any details of the rate notified
                                         to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(i)
                                         of Clause 16.2 (Market disruption).



 






    A-1-226


     


    

 


		(j)	Without
                                         prejudice to the generality of paragraph (c) above, the Agent may at any time engage
                                         and pay for the services of any lawyers to act as independent counsel to the Agent (and
                                         so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable
                                         opinion deems this to be desirable.



 


		(k)	Unless
                                         a Finance Document expressly provides otherwise the Agent may disclose to any other Party
                                         any information it reasonably believes it has received as agent under this Agreement.



 


		(l)	Notwithstanding
                                         any provision of any Finance Document to the contrary, the Agent is not obliged to expend
                                         or risk its own funds or otherwise incur any financial liability in the performance of
                                         its duties, obligations or responsibilities or the exercise of any right, power, authority
                                         or discretion if it has grounds for believing the repayment of such funds or adequate
                                         indemnity against, or security or prefunding for, such risk or liability is not reasonably
                                         assured to it.



 


	32.7	Majority
                                         Lenders’ instructions



 


		(a)	Unless
                                         a contrary indication appears in a Finance Document, the Agent shall (i) exercise
                                         any right, power, authority or discretion vested in it as Agent in accordance with any
                                         instructions given to it by the Majority Lenders (or, if so instructed by the Majority
                                         Lenders, refrain from exercising any right, power, authority or discretion vested in
                                         it as Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains
                                         from taking any action) in accordance with an instruction of the Majority Lenders or
                                         those Lenders indicated by any such contrary indication.



 


		(b)	The
                                         Agent shall be entitled to request instructions, or clarification of any instruction,
                                         from the Majority Lenders (or, if the relevant Finance Document stipulates the matter
                                         is a decision for any other Lender or group of Lenders, from that Lender or group of
                                         Lenders) as to whether, and in what manner, it should exercise or refrain from exercising
                                         any right, power, authority or discretion and the Agent may refrain from acting unless
                                         and until it receives any such instructions or clarification that it has requested.



 


		(c)	Unless
                                         a contrary indication appears in a Finance Document, any instructions given by the Majority
                                         Lenders will be binding on all the Finance Parties other than the Security Agent.



 


		(d)	The
                                         Agent may refrain from acting in accordance with the instructions of the Majority Lenders
                                         (or, if appropriate, the Lenders) until it has received such security as it may require
                                         for any cost, loss or liability (together with any associated VAT) which it may incur
                                         in complying with the instructions.



 


		(e)	In
                                         the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders)
                                         the Agent may act (or refrain from taking action) as it considers to be in the best interest
                                         of the Lenders.



 


		(f)	The
                                         Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s
                                         consent) in any legal or arbitration proceedings relating to any Finance Document.



 






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	32.8	Responsibility
                                         for documentation



 


None
of the Agent, the Arrangers, the Issuing Bank or any Ancillary Lender:


 


		(a)	is
                                         responsible for the adequacy, accuracy and/or completeness of any information (whether
                                         oral or written) supplied by the Agent, the Arrangers, the Issuing Bank, an Ancillary
                                         Lender, an Obligor or any other person given in or in connection with any Finance Document
                                         or the Information Memorandum or the Reports or the transactions contemplated in the
                                         Finance Documents;



 


		(b)	is
                                         responsible for the legality, validity, effectiveness, adequacy or enforceability of
                                         any Finance Document or the Transaction Security or any other agreement, arrangement
                                         or document entered into, made or executed in anticipation of or in connection with any
                                         Finance Document or the Transaction Security; or



 


		(c)	is
                                         responsible for any determination as to whether any information provided or to be provided
                                         to any Finance Party is non-public information the use of which may be regulated or prohibited
                                         by applicable law or regulation relating to insider dealing or otherwise.



 


	32.9	No
                                         duty to monitor



 


The
Agent shall not be bound to enquire:


 


		(a)	whether
                                         or not any Default has occurred;



 


		(b)	as
                                         to the performance, default or any breach by any Party of its obligations under any Finance
                                         Document; or



 


		(c)	whether
                                         any other event specified in any Finance Document has occurred.



 


	32.10	Exclusion
                                         of liability



 


		(a)	Without
                                         limiting paragraph (b) below (and without prejudice to the provisions of paragraph (e)
                                         of Clause 35.11 (Disruption to Payment Systems etc.)), none of the Agent,
                                         the Issuing Bank, or any Ancillary Lender will be liable (including, without limitation,
                                         for negligence or any other category of liability whatsoever) for any action taken or
                                         not taken by it under or in connection with any Finance Document or the Transaction Security,
                                         unless directly caused by its gross negligence or wilful misconduct.



 


		(b)	No
                                         Party (other than the Agent, the Issuing Bank or an Ancillary Lender (as applicable))
                                         may take any proceedings against any officer, employee or agent of the Agent, the Issuing
                                         Bank or any Ancillary Lender, in respect of any claim it might have against the Agent,
                                         the Issuing Bank or an Ancillary Lender or in respect of any act or omission of any kind
                                         by that officer, employee or agent in relation to any Finance Document or any Transaction
                                         Document and any officer, employee or agent of the Agent, the Issuing Bank or any Ancillary
                                         Lender may rely on this Clause subject to Clause 1.5 (Third party rights)
                                         and the provisions of the Third Parties Act.



 






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		(c)	The
                                         Agent will not be liable for any delay (or any related consequences) in crediting an
                                         account with an amount required under the Finance Documents to be paid by the Agent if
                                         the Agent has taken all necessary steps as soon as reasonably practicable to comply with
                                         the regulations or operating procedures of any recognised clearing or settlement system
                                         used by the Agent for that purpose.



 


		(d)	Nothing
                                         in this Agreement shall oblige the Agent or the Arrangers to carry out any “know
                                         your customer” or other checks in relation to any person on behalf of any Lender
                                         and each Lender confirms to the Agent and the Arrangers that it is solely responsible
                                         for any such checks it is required to carry out and that it may not rely on any statement
                                         in relation to such checks made by the Agent or the Arrangers.



 


		(e)	Without
                                         prejudice to any provision of any Finance Document excluding or limiting the Agent's
                                         liability, any liability of the Agent arising under or in connection with any Finance
                                         Document or the Transaction Security shall be limited to the amount of actual loss which
                                         has been finally judicially determined to have been suffered (as determined by reference
                                         to the date of default of the Agent or, if later, the date on which the loss arises as
                                         a result of such default) but without reference to any special conditions or circumstances
                                         known to the Agent at any time which increase the amount of that loss. In no event shall
                                         the Agent be liable for any loss of profits, goodwill, reputation, business opportunity
                                         or anticipated saving, or for special, punitive, indirect or consequential damages, whether
                                         or not the Agent has been advised of the possibility of such loss or damages.



 


	32.11	Lenders’
                                         indemnity to the Agent



 


		(a)	Subject
                                         to paragraph (b) below, each Lender shall (in proportion to its Available Commitments,
                                         Available Ancillary Commitment and participations in the Utilisations and utilisations
                                         of the Ancillary Facilities then outstanding to the Available Facilities and all the
                                         Utilisations and utilisations of the Ancillary Facilities then outstanding) indemnify
                                         the Agent, within three Business Days of demand, against any cost, loss or liability
                                         incurred by the Agent (otherwise than by reason of its gross negligence or wilful misconduct)
                                         in acting as Agent under the Finance Documents (unless it has been reimbursed by an Obligor
                                         pursuant to a Finance Document).



 


		(b)	If
                                         the Available Facilities are then zero, each Lender’s indemnity under paragraph
                                         (a) above shall be in proportion to its Available Commitments to the Available Facilities
                                         immediately prior to their reduction to zero, unless there are then any Utilisations
                                         and utilisations of the Ancillary Facilities outstanding, in which case it shall be in
                                         proportion to its participations in the Utilisations and utilisations of the Ancillary
                                         Facilities then outstanding to all the Utilisations and utilisations of the Ancillary
                                         Facilities then outstanding.



 






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	32.12	Resignation
                                         of the Agent



 


		(a)	The
                                         Agent may resign and appoint one of its Affiliates acting through an office in the United
                                         Kingdom as successor by giving notice to the Lenders and the Company.



 


		(b)	Alternatively
                                         the Agent may resign by giving 30 days’ notice to the Lenders and the Company,
                                         in which case the Majority Lenders (after consultation with the Company) may appoint
                                         a successor Agent (acting through an office in the United Kingdom).



 


		(c)	If
                                         the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b)
                                         above within 20 days after notice of resignation was given, the retiring Agent (after
                                         consultation with the Company) may appoint a successor Agent (acting through an office
                                         in the United Kingdom).



 


		(d)	If
                                         the Agent wishes to resign because (acting reasonably) it has concluded that it is no
                                         longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor
                                         Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably)
                                         that it is necessary to do so in order to persuade the proposed successor Agent to become
                                         a party to this Agreement as Agent) agree with the proposed successor Agent amendments
                                         to this Clause 32 and any other term of this Agreement dealing with the rights or
                                         obligations of the Agent consistent with then current market practice for the appointment
                                         and protection of corporate trustees together with any reasonable amendments to the agency
                                         fee payable under this Agreement which are consistent with the successor Agent’s
                                         normal fee rates and those amendments will bind the Parties.



 


		(e)	The
                                         retiring Agent shall, at its own cost, make available to the successor Agent such documents
                                         and records and provide such assistance as the successor Agent may reasonably request
                                         for the purposes of performing its functions as Agent under the Finance Documents.



 


		(f)	The
                                         Agent’s resignation notice shall only take effect upon the appointment of a successor.



 


		(g)	Upon
                                         the appointment of a successor, the retiring Agent shall be discharged from any further
                                         obligation in respect of the Finance Documents but shall remain entitled to the benefit
                                         of Clause 20.3 (Indemnity to the Agent) and this Clause 32 (and any agency
                                         fees for the account of the retiring Agent shall cease to accrue from (and shall be payable
                                         on) that date). Any successor and each of the other Parties shall have the same rights
                                         and obligations amongst themselves as they would have had if such successor had been
                                         an original Party.



 


		(h)	The
                                         Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable,
                                         shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c)
                                         above) if on or after the date which is three months before the earliest FATCA Application
                                         Date relating to any payment to the Agent under the Finance Documents, either:



 


		(i)	the
                                         Agent fails to respond to a request under Clause 18.8 (FATCA Information)
                                         and the Company or a Lender reasonably believes that the Agent will not be (or will have
                                         ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;



 






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		(ii)	the
                                         information supplied by the Agent pursuant to Clause 18.8 (FATCA Information)
                                         indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party
                                         on or after that FATCA Application Date; or



 


		(iii)	the
                                         Agent notifies the Company and the Lenders that the Agent will not be (or will have ceased
                                         to be) a FATCA Exempt Party on or after that FATCA Application Date;



 


and
(in each case) the Company or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would
not be required if the Agent were a FATCA Exempt Party, and the Company or that Lender, by notice to the Agent, requires it to
resign.


 


	32.13	Replacement
                                         of the Agent



 


		(a)	After
                                         consultation with the Company, the Majority Lenders may by giving 30 days’
                                         notice to the Agent (or, at any time the Agent is an Impaired Agent, by giving any shorter
                                         notice determined by the Majority Lenders) replace the Agent by appointing a successor
                                         Agent (acting through an office in the United Kingdom).



 


		(b)	The
                                         Company may, provided it gives not less than 30 days prior notice, at any time while
                                         the Agent is an Impaired Agent replace the Agent by appointing a successor Agent (acting
                                         through an office in the United Kingdom).



 


		(c)	The
                                         retiring Agent shall (at its own cost if it is an Impaired Agent and otherwise at the
                                         expense of the Lenders) make available to the successor Agent such documents and records
                                         and provide such assistance as the successor Agent may reasonably request for the purposes
                                         of performing its functions as Agent under the Finance Documents.



 


		(d)	The
                                         appointment of the successor Agent shall take effect on the date specified in the notice
                                         from the Majority Lenders (or as applicable the Company) to the retiring Agent. As from
                                         this date, the retiring Agent shall be discharged from any further obligation in respect
                                         of the Finance Documents but shall remain entitled to the benefit of Clause 20.3 (Indemnity
                                         to the Agent) and this Clause 32 (and any agency fees for the account of the
                                         retiring Agent shall cease to accrue from (and shall be payable on) that date).



 


		(e)	Any
                                         successor Agent and each of the other Parties shall have the same rights and obligations
                                         amongst themselves as they would have had if such successor had been an original Party.



 






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	32.14	Confidentiality



 


		(a)	In
                                         acting as agent for the Finance Parties, the Agent shall be regarded as acting through
                                         its agency division which shall be treated as a separate entity from any other of its
                                         divisions or departments.



 


		(b)	If
                                         information is received by another division or department of the Agent, it may be treated
                                         as confidential to that division or department and the Agent shall not be deemed to have
                                         notice of it.



 


		(c)	Notwithstanding
                                         any other provision of any Finance Document to the contrary, neither the Agent nor any
                                         Arranger is obliged to disclose to any other person:



 


		(i)	any
                                         confidential information; or



 


		(ii)	any
                                         other information if the disclosure would or might in its reasonable opinion constitute
                                         a breach of any law or a breach of a fiduciary duty.



 


	32.15	Relationship
                                         with the Lenders



 


		(a)	The
                                         Agent may treat the person shown in its records as Lender at the opening of business
                                         (in the place of the Agent’s principal office as notified to the Finance Parties
                                         from time to time) as the Lender acting through its Facility Office:



 


		(i)	entitled
                                         to or liable for any payment due under any Finance Document on that day; and



 


		(ii)	entitled
                                         to receive and act upon any notice, request, document or communication or make any decision
                                         or determination under any Finance Document made or delivered on that day,



 


unless
it has received not less than five Business Days’ prior notice from that Lender to the contrary in accordance with
the terms of this Agreement.


 


		(b)	Each
                                         Lender shall supply the Agent with any information that the Security Agent may reasonably
                                         specify (through the Agent) as being necessary or desirable to enable the Security Agent
                                         to perform its functions as Security Agent. Each Lender shall deal with the Security
                                         Agent exclusively through the Agent and shall not deal directly with the Security Agent.



 


		(c)	Any
                                         Lender may by notice to the Agent appoint a person to receive on its behalf all notices,
                                         communications, information and documents to be made or despatched to that Lender under
                                         the Finance Documents. Such notice shall contain the address, fax number and (where communication
                                         by electronic mail or other electronic means is permitted under Clause 38.6 (Electronic
                                         communication)) electronic mail address and/or any other information required to
                                         enable the sending and receipt of information by that means (and, in each case, the department
                                         or officer, if any, for whose attention communication is to be made) and be treated as
                                         a notification of a substitute address, fax number, electronic mail address, department
                                         and officer by that Lender for the purposes of Clause 38.2 (Addresses) and
                                         paragraph (a)(iii) of Clause 38.6 (Electronic communication) and the
                                         Agent shall be entitled to treat such person as the person entitled to receive all such
                                         notices, communications, information and documents as though that person were that Lender.



 






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	32.16	Credit
                                         appraisal by the Lenders, Issuing Bank and Ancillary Lenders



 


Without
affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document,
each Lender, Issuing Bank and Ancillary Lender confirms to the Agent, the Arrangers, the Issuing Bank and each Ancillary Lender
that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all
risks arising under or in connection with any Finance Document including but not limited to:


 


		(a)	the
                                         financial condition, status and nature of each member of the Group;



 


		(b)	the
                                         legality, validity, effectiveness, adequacy or enforceability of any Finance Document
                                         and the Transaction Security and any other agreement, arrangement or document entered
                                         into, made or executed in anticipation of, under or in connection with any Finance Document
                                         or the Transaction Security;



 


		(c)	whether
                                         that Secured Party has recourse, and the nature and extent of that recourse, against
                                         any Party or any of its respective assets under or in connection with any Finance Document,
                                         the Transaction Security, the transactions contemplated by the Finance Documents or any
                                         other agreement, arrangement or document entered into, made or executed in anticipation
                                         of, under or in connection with any Finance Document;



 


		(d)	the
                                         adequacy, accuracy and/or completeness of the Information Memorandum, the Reports and
                                         any other information provided by the Agent, any Party or by any other person under or
                                         in connection with any Finance Document, the transactions contemplated by the Finance
                                         Documents or any other agreement, arrangement or document entered into, made or executed
                                         in anticipation of, under or in connection with any Finance Document; and



 


		(e)	the
                                         right or title of any person in or to, or the value or sufficiency of any part of the
                                         Charged Property, the priority of any of the Transaction Security or the existence of
                                         any Security affecting the Charged Property.



 


	32.17	Reference
                                         Banks



 


If
a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the
Agent shall (in consultation with the Company) appoint another Lender or an Affiliate of a Lender to replace that Reference Bank.


 


	32.18	Deduction
                                         from amounts payable by the Agent



 


If
any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an
amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance
Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents
that Party shall be regarded as having received any amount so deducted.


 






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	32.19	Role
                                         of Reference Banks



 


		(a)	No
                                         Reference Bank is under any obligation to provide a quotation or any other information
                                         to the Agent.



 


		(b)	No
                                         Reference Bank will be liable for any action taken by it under or in connection with
                                         any Finance Document, or for any quotation supplied to the Agent by a Reference Bank,
                                         unless directly caused by its gross negligence or willful misconduct.



 


		(c)	No
                                         Party (other than the relevant Reference Bank) may take any proceedings against any officer,
                                         employee or agent of any Reference Bank in respect of any claim it might have against
                                         that Reference Bank or in respect of any act or omission of any kind by that officer,
                                         employee or agent in relation to any Finance Document, or to any quotation supplied to
                                         the Agent by a Reference Bank and any officer, employee or agent of each Reference Bank
                                         may rely on this Clause 32.19 subject to Clause 1.5 (Third party rights) and the
                                         provisions of the Third Parties Act.



 


	32.20	Reliance
                                         and engagement letters



 


Each
Finance Party and Secured Party confirms that each of the Arrangers and the Agent has authority to accept on its behalf (and ratifies
the acceptance on its behalf of any letters or reports already accepted by the Arrangers or Agent) the terms of any reliance letter
or engagement letters relating to any Report or any reports or letters provided by accountants in connection with the Finance
Documents or the transactions contemplated in the Finance Documents and to bind it in respect of that Report, reports or letters
and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.


 


	33	Conduct
                                         of Business by the Finance Parties



 


No
provision of this Agreement will:


 


		(a)	interfere
                                         with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever
                                         manner it thinks fit;



 


		(b)	oblige
                                         any Finance Party to investigate or claim any credit, relief, remission or repayment
                                         available to it or the extent, order and manner of any claim; or



 


		(c)	oblige
                                         any Finance Party to disclose any information relating to its affairs (tax or otherwise)
                                         or any computations in respect of Tax.



 


	34	Sharing
                                         among the Finance Parties



 


	34.1	Payments
                                         to Finance Parties



 


		(a)	Subject
                                         to paragraph (b) below, if a Finance Party (a “Recovering Finance Party”)
                                         receives or recovers any amount from an Obligor other than in accordance with Clause 35
                                         (Payment Mechanics) (a “Recovered Amount”) and applies that
                                         amount to a payment due under the Finance Documents then:



 


		(i)	the
                                         Recovering Finance Party shall, within three Business Days, notify details of the
                                         receipt or recovery, to the Agent;



 






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		(ii)	the
                                         Agent shall determine whether the receipt or recovery is in excess of the amount the
                                         Recovering Finance Party would have been paid had the receipt or recovery been received
                                         or made by the Agent and distributed in accordance with Clause 35 (Payment Mechanics),
                                         without taking account of any Tax which would be imposed on the Agent in relation to
                                         the receipt, recovery or distribution; and



 


		(iii)	the
                                         Recovering Finance Party shall, within three Business Days of demand by the Agent,
                                         pay to the Agent an amount (the “Sharing Payment”) equal to such receipt
                                         or recovery less any amount which the Agent determines may be retained by the Recovering
                                         Finance Party as its share of any payment to be made, in accordance with Clause 35.6
                                         (Partial payments).



 


		(b)	Clause 34.1(a)
                                         above shall not apply to any amount received or recovered by an Issuing Bank or an Ancillary
                                         Lender in respect of any cash cover provided for the benefit of that Issuing Bank or
                                         that Ancillary Lender.



 


	34.2	Redistribution
                                         of payments



 


The
Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties
(other than the Recovering Finance Party) (the “Sharing Finance Parties”) in accordance with Clause 35.6
(Partial payments) towards the obligations of that Obligor to the Sharing Finance Parties.


 


	34.3	Recovering
                                         Finance Party’s rights



 


On
a distribution by the Agent under Clause 34.2 (Redistribution of payments) of a payment received by a Recovering Finance
Party from an Obligor, as between the relevant Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal
to the Sharing Payment will be treated as not having been paid by that Obligor.


 


	34.4	Reversal
                                         of redistribution



 


If
any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering
Finance Party, then:


 


		(a)	each
                                         Sharing Finance Party shall, upon request of the Agent, pay to the Agent for the account
                                         of that Recovering Finance Party an amount equal to the appropriate part of its share
                                         of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering
                                         Finance Party for its proportion of any interest on the Sharing Payment which that Recovering
                                         Finance Party is required to pay) (the “Redistributed Amount”); and



 


		(b)	as
                                         between the relevant Obligor and each relevant Sharing Finance Party, an amount equal
                                         to the relevant Redistributed Amount will be treated as not having been paid by that
                                         Obligor.



 






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	34.5	Exceptions



 


		(a)	This
                                         Clause 34 shall not apply to the extent that the Recovering Finance Party would
                                         not, after making any payment pursuant to this Clause, have a valid and enforceable claim
                                         against the relevant Obligor.



 


		(b)	A
                                         Recovering Finance Party is not obliged to share with any other Finance Party any amount
                                         which the Recovering Finance Party has received or recovered as a result of taking legal
                                         or arbitration proceedings, if:



 


		(i)	it
                                         notified the other Finance Party of the legal or arbitration proceedings; and



 


		(ii)	the
                                         other Finance Party had an opportunity to participate in those legal or arbitration proceedings
                                         but did not do so as soon as reasonably practicable having received notice and did not
                                         take separate legal or arbitration proceedings.



 


	34.6	Ancillary
                                         Lenders



 


		(a)	This
                                         Clause 34 shall not apply to any receipt or recovery by a Lender in its capacity
                                         as an Ancillary Lender at any time prior to service of notice under Clause 28.20
                                         (Acceleration).



 


		(b)	Following
                                         service of notice under Clause 28.20 (Acceleration), this Clause 34
                                         shall apply to all receipts or recoveries by Ancillary Lenders except to the extent that
                                         the receipt or recovery represents a reduction from the Designated Gross Amount for an
                                         Ancillary Facility to its Designated Net Amount.



 


	35	Payment
                                         Mechanics



 


	35.1	Payments
                                         to the Agent



 


		(a)	On
                                         each date on which the Lender is required to make a payment under a Finance Document
                                         excluding a payment under the terms of an Ancillary Document, the Lender shall make the
                                         same available to the Agent (unless a contrary indication appears in a Finance Document)
                                         for value on the due date at the time and in such funds specified by the Agent as being
                                         customary at the time for settlement of transactions in the relevant currency in the
                                         place of payment.



 


		(b)	On
                                         each date on which an Obligor is required to make a payment under a Finance Document
                                         excluding a payment under the terms of an Ancillary Document, that Obligor shall make
                                         the same available to the Agent (unless a contrary indication appears in a Finance Document)
                                         for value on the due date in such funds and at the time specified by the Agent, being
                                         the latest time by which payments to the Agent may be settled on the due date in the
                                         relevant currency in the place of payment.



 


		(c)	Notwithstanding
                                         anything in sub-paragraph (b) above, the Agent shall confirm, promptly upon receipt (and
                                         in any event upon the same Business Day as receipt), the receipt of any funds made available
                                         to it on the due date by any Obligor, in respect of any repayment, prepayment, payment
                                         of interest or any other payment (such confirmation being a “Pay-off Confirmation”)
                                         provided that a request for such Pay-off Confirmation is made to the Agent at least two
                                         Business Days prior to such due date for settlement.



 






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		(d)	Payment
                                         shall be made to such account in the principal financial centre of the country of that
                                         currency (or, in relation to Euro, in a principal financial centre in a Participating
                                         Member State or London) with such bank as the Agent specifies.



 


	35.2	Distributions
                                         by the Agent



 


Each
payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 35.3 (Distributions
to an Obligor) and Clause 35.4 (Clawback) be made available by the Agent as soon as practicable after receipt
to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility
Office), to such account as that Party may notify to the Agent by not less than five Business Days’ notice with a bank
in the principal financial centre of the country of that currency (or, in relation to Euro, in the principal financial centre
of a Participating Member State or London).


 


	35.3	Distributions
                                         to an Obligor



 


The
Agent may (with the consent of the Obligor or in accordance with Clause 37 (Set-Off)) apply any amount received by
it for r that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that
Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.


 


	35.4	Clawback



 


		(a)	Where
                                         a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent
                                         is not obliged to pay that sum to that other Party (or to enter into or perform any related
                                         exchange contract) until it has been able to establish to its satisfaction that it has
                                         actually received that sum.



 


		(b)	If
                                         the Agent pays an amount to another Party and it proves to be the case that the Agent
                                         had not actually received that amount, then the Party to whom that amount (or the proceeds
                                         of any related exchange contract) was paid by the Agent shall on demand refund the same
                                         to the Agent together with interest on that amount from the date of payment to the date
                                         of receipt by the Agent, calculated by the Agent to reflect its cost of funds.



 


	35.5	Impaired
                                         Agent



 


		(a)	If,
                                         at any time, the Agent becomes an Impaired Agent, an Obligor or a Lender which is required
                                         to make a payment under the Finance Documents to the Agent in accordance with Clause 35.1
                                         (Payments to the Agent) may instead either pay that amount direct to the required
                                         recipient or pay that amount to an interest-bearing account held with an Acceptable Bank
                                         within the meaning of paragraph (a) of the definition of Acceptable Bank and in
                                         relation to which no Insolvency Event has occurred and is continuing, in the name of
                                         the Obligor or the Lender making the payment and designated as a trust account for the
                                         benefit of the Party or Parties beneficially entitled to that payment under the Finance
                                         Documents. In each case such payments must be made on the due date for payment under
                                         the Finance Documents.



 






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		(b)	All
                                         interest accrued on the amount standing to the credit of the trust account shall be for
                                         the benefit of the beneficiaries of that trust account pro rata to their respective entitlements.



 


		(c)	A
                                         Party which has made a payment in accordance with this Clause 35.5 shall be discharged
                                         of the relevant payment obligation under the Finance Documents and shall not take any
                                         credit risk with respect to the amounts standing to the credit of the trust account.



 


		(d)	Promptly
                                         upon the appointment of a successor Agent in accordance with Clause 32.13 (Replacement
                                         of the Agent), each Party which has made a payment to a trust account in accordance
                                         with this Clause 35.5 shall give all requisite instructions to the bank with whom
                                         the trust account is held to transfer the amount (together with any accrued interest)
                                         to the successor Agent for distribution in accordance with Clause 35.2 (Distributions
                                         by the Agent).



 


	35.6	Partial
                                         payments



 


		(a)	If
                                         the Agent receives a payment for application against amounts due in respect of any Finance
                                         Documents that is insufficient to discharge all the amounts then due and payable by an
                                         Obligor under those Finance Documents, the Agent shall apply that payment towards the
                                         obligations of that Obligor under those Finance Documents in the following order:



 


		(i)	first,
                                         in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the
                                         Issuing Bank and the Security Agent under those Finance Documents;



 


		(ii)	secondly,
                                         in or towards payment pro rata of any accrued interest, fee or commission due but unpaid
                                         under those Finance Documents;



 


		(iii)	thirdly,
                                         in or towards payment pro rata of any principal due but unpaid under those Finance Documents
                                         and any amount due but unpaid under Clause 7.2 (Claims under a Letter of Credit)
                                         and Clause 7.3 (Indemnities); and



 


		(iv)	fourthly,
                                         in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.



 


		(b)	The
                                         Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii)
                                         to (iv) above.



 


		(c)	Paragraphs (a)
                                         and (b) above will override any appropriation made by an Obligor.



 






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	35.7	Set-off
                                         by the Obligors



 


All
payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any
deduction for) set-off or counterclaim.


 


	35.8	Business Days



 


		(a)	Any
                                         payment which is due to be made on a day that is not a Business Day shall be
                                         made on the next Business Day in the same calendar month (if there is one)
                                         or the preceding Business Day (if there is not).



 


		(b)	During
                                         any extension of the due date for payment of any principal or Unpaid Sum under this Agreement
                                         interest is payable on the principal or Unpaid Sum at the rate payable on the original
                                         due date.



 


	35.9	Currency
                                         of account



 


		(a)	Subject
                                         to paragraphs (b) to (e) below, the Base Currency is the currency of account and
                                         payment for any sum due from an Obligor under any Finance Document.



 


		(b)	A
                                         repayment of a Utilisation or Unpaid Sum or a part of a Utilisation or Unpaid Sum shall
                                         be made in the currency in which that Utilisation or Unpaid Sum is denominated on its
                                         due date.



 


		(c)	Each
                                         payment of interest shall be made in the currency in which the sum in respect of which
                                         the interest is payable was denominated when that interest accrued.



 


		(d)	Each
                                         payment in respect of costs, expenses or Taxes shall be made in the currency in which
                                         the costs, expenses or Taxes are incurred.



 


		(e)	Any
                                         amount expressed to be payable in a currency other than the Base Currency shall be paid
                                         in that other currency.



 


	35.10	Change
                                         of currency



 


		(a)	Unless
                                         otherwise prohibited by law, if more than one currency or currency unit are at the same
                                         time recognised by the central bank of any country as the lawful currency of that country,
                                         then:



 


		(i)	any
                                         reference in the Finance Documents to, and any obligations arising under the Finance
                                         Documents in, the currency of that country shall be translated into, or paid in, the
                                         currency or currency unit of that country designated by the Agent (after consultation
                                         with the Company); and



 


		(ii)	any
                                         translation from one currency or currency unit to another shall be at the official rate
                                         of exchange recognised by the central bank for the conversion of that currency or currency
                                         unit into the other, rounded up or down by the Agent (acting reasonably).



 






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		(b)	If
                                         a change in any currency of a country occurs, this Agreement will, to the extent the
                                         Agent (acting reasonably and after consultation with the Company) specifies to be necessary,
                                         be amended to comply with any generally accepted conventions and market practice in the
                                         Relevant Interbank Market and otherwise to reflect the change in currency.



 


	35.11	Disruption
                                         to Payment Systems etc.



 


If
either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company that
a Disruption Event has occurred:


 


		(a)	the
                                         Agent may, and shall if requested to do so by the Company, consult with the Company with
                                         a view to agreeing with the Company such changes to the operation or administration of
                                         the Facilities as the Agent may deem necessary in the circumstances;



 


		(b)	the
                                         Agent shall not be obliged to consult with the Company in relation to any changes mentioned
                                         in paragraph (a) above if, in its opinion, it is not practicable to do so in the
                                         circumstances and, in any event, shall have no obligation to agree to such changes;



 


		(c)	the
                                         Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a)
                                         above but shall not be obliged to do so if, in its opinion, it is not practicable to
                                         do so in the circumstances;



 


		(d)	any
                                         such changes agreed upon by the Agent and the Company shall (whether or not it is finally
                                         determined that a Disruption Event has occurred) be binding upon the Parties as an amendment
                                         to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding
                                         the provisions of Clause 42 (Amendments and Waivers);



 


		(e)	the
                                         Agent shall not be liable for any damages, costs or losses whatsoever (including, without
                                         limitation for negligence, gross negligence or any other category of liability whatsoever
                                         but not including any claim based on the fraud of the Agent) arising as a result of its
                                         taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11;
                                         and



 


		(f)	the
                                         Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d)
                                         above.



 


	36	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 (without limitation):



 


		(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;



 






    A-1-240


     


    

 


		(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.



 


	37	Set-Off



 


		(a)	A
                                         Finance Party may, at any time while an Event of Default is continuing and the Majority
                                         Lenders so direct, or if notice has been delivered by the Agent pursuant to paragraphs
                                         (a) or (b) of Clause 28.20 (Acceleration), set-off any matured obligation due
                                         from an Obligor under the Finance Documents (to the extent beneficially owned by that
                                         Finance Party) against any matured obligation owed by that Finance Party to that Obligor,
                                         regardless of the place of payment, booking branch or currency of either obligation.
                                         If the obligations are in different currencies, the Finance Party may convert either
                                         obligation at a market rate of exchange in its usual course of business for the purpose
                                         of the set-off.



 


		(b)	Any
                                         credit balances taken into account by an Ancillary Lender when operating a net limit
                                         in respect of any overdraft under an Ancillary Facility shall on enforcement of the Finance
                                         Documents be applied first in reduction of the overdraft provided under that Ancillary
                                         Facility in accordance with its terms.



 


	38	Notices



 


	38.1	Communications
                                         in writing



 


Any
communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated,
may be made by fax or letter.


 


	38.2	Addresses



 


The
address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party
for any communication or document to be made or delivered under or in connection with the Finance Documents is that notified in
writing to the Agent on or prior to the date on which it becomes a Party, or any substitute address, fax number or department
or officer as the Party may notify to the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent)
by not less than five Business Days’ notice.


 


	38.3	Delivery



 


		(a)	Any
                                         communication or document made or delivered by one person to another under or in connection
                                         with the Finance Documents will only be effective:



 


		(i)	if
                                         by way of fax, when received in legible form; or



 






    A-1-241


     


    

 


		(ii)	if
                                         by way of letter, when it has been left at the relevant address or five Business
                                         Days after being deposited in the post postage prepaid in an envelope addressed to it
                                         at that address,



 


and,
if a particular department or officer is specified as part of its address details provided under Clause 38.2 (Addresses),
if addressed to that department or officer.


 


		(b)	Any
                                         communication or document to be made or delivered to the Agent or the Security Agent
                                         will be effective only when actually received by the Agent or Security Agent and then
                                         only if it is expressly marked for the attention of the department or officer identified
                                         with the Agent’s or Security Agent’s signature to the Amendment and Restatement
                                         Agreement (or any substitute department or officer as the Agent or Security Agent shall
                                         specify for this purpose).



 


		(c)	All
                                         notices from or to an Obligor shall be sent through the Agent.



 


		(d)	Any
                                         communication or document made or delivered to the Company in accordance with this Clause 38.3
                                         will be deemed to have been made or delivered to each of the Obligors.



 


	38.4	Notification
                                         of address and fax number



 


Promptly
upon receipt of notification of an address or fax number or change of address or fax number pursuant to Clause 38.2 (Addresses)
or changing its own address or fax number, the Agent shall notify the other Parties.


 


	38.5	Communication
                                         when Agent is Impaired Agent



 


If
the Agent is an Impaired Agent the Parties may, instead of communicating with each other through the Agent, communicate with each
other directly and (while the Agent is an Impaired Agent) all the provisions of the Finance Documents which require communications
to be made or notices to be given to or by the Agent shall be varied so that communications may be made and notices given to or
by the relevant Parties directly. This provision shall not operate after a replacement Agent has been appointed.


 


	38.6	Electronic
                                         communication



 


		(a)	Any
                                         communication to be made between the Agent or the Security Agent and a Lender under or
                                         in connection with the Finance Documents may be made by electronic mail or other electronic
                                         means, if the Agent, the Security Agent and the relevant Lender:



 


		(i)	agree
                                         that, unless and until notified to the contrary, this is to be an accepted form of communication;



 


		(ii)	notify
                                         each other in writing of their electronic mail address and/or any other information required
                                         to enable the sending and receipt of information by that means; and



 


		(iii)	notify
                                         each other of any change to their address or any other such information supplied by them.



 






    A-1-242


     


    

 


		(b)	Any
                                         electronic communication made between the Agent and a Lender or the Security Agent will
                                         be effective only when actually received in readable form and in the case of any electronic
                                         communication made by a Lender to the Agent or the Security Agent only if it is addressed
                                         in such a manner as the Agent or Security Agent shall specify for this purpose.



 


	38.7	Use
                                         of websites



 


		(a)	The
                                         Company may satisfy its obligations under this Agreement to deliver any information in
                                         relation to those Lenders (the “Website Lenders”) who accept this
                                         method of communication by posting this information onto an electronic website designated
                                         by the Company and the Agent (the “Designated Website”) if:



 


		(i)	the
                                         Agent expressly agrees (after consultation with each of the Lenders) that it will accept
                                         communication of the information by this method;



 


		(ii)	both
                                         the Company and the Agent are aware of the address of and any relevant password specifications
                                         for the Designated Website; and



 


		(i)	the
                                         information is in a format previously agreed between the Company and the Agent.



 


If
any Lender (a “Paper Form Lender”) does not agree to the delivery of information electronically then the Agent
shall notify the Company accordingly and the Company shall at its own cost supply the information to the Agent (in sufficient
copies for each Paper Form Lender) in paper form. In any event the Company shall at its own cost supply the Agent with at least
one copy in paper form of any information required to be provided by it.


 


		(b)	The
                                         Agent shall supply each Website Lender with the address of and any relevant password
                                         specifications for the Designated Website following designation of that website by the
                                         Company and the Agent.



 


		(c)	The
                                         Company shall promptly upon becoming aware of its occurrence notify the Agent if:



 


		(iii)	the
                                         Designated Website cannot be accessed due to technical failure;



 


		(iv)	the
                                         password specifications for the Designated Website change;



 


		(v)	any
                                         new information which is required to be provided under this Agreement is posted onto
                                         the Designated Website;



 


		(vi)	any
                                         existing information which has been provided under this Agreement and posted onto the
                                         Designated Website is amended; or



 


		(i)	the
                                         Company becomes aware that the Designated Website or any information posted onto the
                                         Designated Website is or has been infected by any electronic virus or similar software.



 






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If
the Company notifies the Agent under paragraph (c)(i) or paragraph (c)(v) above, all information to be provided by the Company
under this Agreement after the date of that notice shall be supplied in paper form unless and until the Agent and each Website
Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.


 


		(d)	Any
                                         Website Lender may request, through the Agent, one paper copy of any information required
                                         to be provided under this Agreement which is posted onto the Designated Website. The
                                         Company shall at its own cost comply with any such request within ten Business Days.



 


	38.8	English
                                         language



 


		(a)	Any
                                         notice given under or in connection with any Finance Document must be in English.



 


		(b)	All
                                         other documents provided under or in connection with any Finance Document must be:



 


		(i)	in
                                         English; or



 


		(ii)	if
                                         not in English, and if so required by the Agent, accompanied by a certified English translation
                                         and, in this case, the English translation will prevail unless the document is a constitutional,
                                         statutory or other official document.



 


	39	Calculations
                                         and Certificates



 


	39.1	Accounts



 


In
any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts
maintained by a Finance Party are prima facie evidence of the matters to which they relate.


 


	39.2	Certificates
                                         and determinations



 


Any
certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest
error, prima facie evidence of the matters to which it relates.


 


	39.3	Day
                                         count convention



 


Any
interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis
of the actual number of days elapsed and a year of 365 days or, in any case where the practice in the Relevant Interbank
Market differs, in accordance with that market practice.


 


	40	Partial
                                         Invalidity



 


If,
at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law
of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or
enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.


 






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	41	Remedies
                                         and Waivers



 


No
failure to exercise, nor any delay in exercising, on the part of any Finance Party or Secured Party, any right or remedy under
the Finance Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further
or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative
and not exclusive of any rights or remedies provided by law.


 


	42	Amendments
                                         and Waivers



 


	42.1	Required
                                         consents



 


		(a)	This
                                         Clause 42 is subject to the terms of the Intercreditor Agreement.



 


		(b)	Subject
                                         to Clause 42.2 (Exceptions) any term of the Finance Documents (other than
                                         the Fee Letters which may be amended or waived in accordance with its terms) may be amended
                                         or waived only with the written consent of the Majority Lenders and the Company and any
                                         such amendment or waiver will be binding on all Parties.



 


		(c)	The
                                         Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by
                                         this Clause 42.



 


		(d)	Each
                                         Obligor agrees to any such amendment or waiver permitted by this Clause 42 which
                                         is agreed to by the Company. This includes any amendment or waiver which would, but for
                                         this paragraph (d), require the consent of all of the Obligors.



 


	42.2	Exceptions



 


		(a)	In
                                         this Clause 42, “Structural Adjustment” means:



 


		(i)	an
                                         amendment or waiver or variation of the terms of some or all of the Finance Documents
                                         that results in or is intended to result in:



 


		(A)	the
                                         introduction of an additional loan, commitment, tranche or facility into the Finance
                                         Documents ranking pari passu or junior to the Facilities, or a re-tranching of any or
                                         all of the Facilities;



 


		(B)	any
                                         increase in, or addition or a grant of, any Commitment or participation of any Finance
                                         Party or the Total Commitments (other than in accordance with Clause 2.2 (Increase);



 


		(C)	any
                                         extension of the Availability Period in respect of any Commitment of any Lender;



 






    A-1-245


     


    

 


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



 


		(E)	any
                                         amendment or extension to or deferral of any Termination Date or to the date of payment
                                         of any amount to a Lender under the Finance Documents; or



 


		(F)	a
                                         redenomination of a Commitment or a participation of any Finance Party into another currency
                                         (other than in accordance with the terms of this Agreement) or any change in the currency
                                         of any payment of any amount payable under the Finance Documents; or



 


		(ii)	any
                                         change (including changes to, the taking of or the release coupled with the retaking
                                         of Security and/or guarantees and changes to and/or additional intercreditor arrangements),
                                         consequential or incidental to or required to implement or effect or reflect any of the
                                         amendments or waivers or variations set out in paragraph (i) above.



 


		(b)	An
                                         amendment or waiver that has the effect of changing or which relates to:



 


		(i)	the
                                         definition of “Change of Control”, “Majority Lenders”
                                         and “Super Majority Lenders” in Clause 1.1 (Definitions)
                                         and “Structural Adjustment” in Clause 42.2 (Exceptions);



 


		(ii)	the
                                         introduction of an additional loan, tranche, commitment or facility into the Finance
                                         Documents ranking senior to the Facilities;



 


		(iii)	an
                                         extension to the Availability Period or the date of payment of any amount under the Finance
                                         Documents (other than any date of payment with respect to any mandatory prepayments,
                                         unless arising pursuant to Clause 12.1 (Exit and Sale));



 


		(iv)	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 payable;



 


		(v)	a
                                         change in the currency of payment of any amount under the Finance Documents;



 


		(vi)	any
                                         increase in the Total Commitments not otherwise permitted under the Finance Documents;



 


		(vii)	any
                                         requirement that a cancellation of Commitments reduces the Commitments of the Lenders
                                         rateably under the relevant Facility;



 


		(viii)	any
                                         provision which expressly requires the consent of all the Lenders;



 






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		(ix)	the
                                         order of priority, application of enforcement proceeds, or the subordination or related
                                         turnover provisions set out in the Intercreditor Agreement to the extent such amendment
                                         or waiver (or any consent or release agreed thereunder or in relation thereto) would
                                         adversely affect the interests of the Lenders under this Agreement (in their capacity
                                         as such) (provided that any Structural Adjustment, the incurrence of any New Senior Secured
                                         Debt (to the extent otherwise permitted by this Agreement) shall not be deemed to adversely
                                         affect the interests of the Lenders);



 


		(x)	Clause 2.4
                                         (Finance Parties’ rights and obligations), 5.1 (Delivery of a Utilisation
                                         Request), 11.1 (Illegality), Clause 12.4 (Application of prepayments),
                                         this Clause 42 (Amendments and Waivers), Clause 45 (Governing Law)
                                         or 46.1 (Jurisdiction of English courts); or



 


		(xi)	a
                                         change to the Borrowers or Guarantors other than in accordance with the terms of the
                                         Finance Documents,



 


in
each case other than any amendment, waiver, consent or release required to implement or reflect any Structural Adjustment, or
New Senior Secured Debt and/or (to the extent otherwise permitted by this Agreement), shall not be made without the prior consent
of all the Lenders. A Structural Adjustment shall be permitted and may be implemented for all purposes under the Finance Documents.
A Structural Adjustment may be effected with only the consent of the Company and each Lender that is participating in that additional
tranche or facility or increasing, extending or redenominating its commitments or, as applicable, extending or redenominating
or reducing or increasing any amount due to it (as the case may be) (a "Participating Lender"), and shall not
require the consent of any other Finance Party or Secured Party, except for a Structural Adjustment falling under paragraph (a)(i)(B)
of that definition which is implemented for the purposes of increasing the Total Commitments in a manner not otherwise permitted
by this Agreement or for a Structural Adjustment falling under paragraph (a)(i)(F) of that definition which is implemented for
the purpose of bringing forward the original Termination Date of any Facility (save where contemplated pursuant to this Agreement,
including pursuant to an offer to Lenders) and in such cases the Structural Adjustment shall also require the written consent
of the Majority Lenders (provided that the Commitments of each Participating Lender shall be included in ascertaining whether
the written consent of the Majority Lenders has been achieved) unless such Structural Adjustment shall take effect only from the
date on which the Loans of those Lenders who do not consent to such Structural Adjustment are repaid (in which case only the consent
of the Participating Lenders shall be required).


 


		(c)	[Reserved]



 


		(d)	The
                                         Transaction Security Documents may be amended, varied, waived or modified with the agreement
                                         of the relevant Obligor and the Security Agent acting in accordance with the Intercreditor
                                         Agreement.



 


		(e)	An
                                         amendment or waiver which adversely affects the specific rights or obligations of the
                                         Agent, the Arrangers, the Issuing Bank, the Security Agent or any Ancillary Lender (each
                                         in their capacity as such) may not be effected without the consent of the Agent, the
                                         Arrangers, the Issuing Bank, the Security Agent or that Ancillary Lender. For the avoidance
                                         of doubt, this Clause 42.2 shall not entitle any Party to refuse its consent to
                                         any release of a guarantee or Transaction Security which would otherwise be permitted
                                         under Clause 42.3 (Transaction Security and Guarantees) or another provision
                                         of the Finance Documents.



 






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		(f)	Any
                                         amendment or waiver which relates to the rights or obligations applicable to a particular
                                         Utilisation, Facility or class of Lenders and which does not materially and adversely
                                         affect the rights or interests of Lenders in respect of other Utilisations, Facilities
                                         or another class of Lender shall only require the written consent of the Majority Lenders,
                                         Super Majority Lenders or all Lenders (as applicable) as if references in this paragraph
                                         (f) to “Majority Lenders”, “Super Majority Lenders” or “Lenders”
                                         were only to Lenders participating in that Utilisation, Facility or forming part of that
                                         affected class. For the avoidance of doubt, this paragraph (f) is without prejudice to
                                         the ability to effect, make or grant any amendment, waiver, consent or release pursuant
                                         to or in accordance with paragraph (d) above.



 


		(g)	For
                                         the avoidance of doubt, any amendment to Clause 12.2 (Disposal and insurance
                                         and recovery proceeds) (including a waiver of a right of prepayment) may be approved
                                         with the written consent of the Majority Lenders.



 


		(h)	Any
                                         amendment or waiver to the definition of “Majority Lenders” participating
                                         in a particular Facility shall only require the consent of the Lenders participating
                                         in that particular Facility.



 


		(i)	Any
                                         amendment or waiver which relates only to the provisions governing transfers by Lenders
                                         and which makes such provisions more restrictive for any of the Lenders shall only require
                                         the consent of each Lender who will be subject to the resulting additional restrictions.



 


		(j)	Notwithstanding
                                         anything to the contrary in the Finance Documents, a Finance Party may unilaterally waive,
                                         relinquish or otherwise irrevocably give up all or any of its rights under any Finance
                                         Document (including any mandatory prepayment right) with the consent of the Company.



 


		(k)	Subject
                                         to the provisions of the Intercreditor Agreement, no amendment or waiver of a term of
                                         the Hedging Agreement shall require the consent of any Finance Party other than the relevant
                                         Hedge Counterparty.



 


		(l)	Subject
                                         to compliance with Clause 9.3 (Terms of Ancillary Facilities), no amendment
                                         or waiver of a term of any Ancillary Document shall require the consent of any Finance
                                         Party other than the relevant Ancillary Lender unless such amendment or waiver would
                                         require an amendment or waiver of this Agreement (including, for the avoidance of doubt
                                         Clause 6 (Utilisation – Letters of Credit)), in such case the other
                                         provisions of this Clause shall apply.



 


		(m)	If
                                         the Company or the Agent (at the request of the Company) has requested the Finance Parties
                                         (or any of them) to give a consent in relation to, or to agree a release, waiver or amendment
                                         of, any provision of the Finance Documents or other vote of Lenders under the terms of
                                         this Agreement, then in the case of:



 


		(i)	any
                                         Finance Party who has delivered a consent or agreement to such request, on and from the
                                         date of notification thereof to the Agent;



 






    A-1-248


     


    

 


		(ii)	any
                                         Excluded Lender, on and from the Exclusion Date; and



 


		(iii)	any
                                         other Non-Consenting Lender and its applicable participation, (without prejudice to paragraph
                                         (ii) above), on and from the date such Lender is replaced in accordance with the provisions
                                         of Clause 42.4 (Replacement of Lender) (on which date a consent or agreement
                                         to such request shall be treated and deemed as having been made by such Non-Consenting
                                         Lender and received by the Agent),



 


(unless
otherwise agreed by the Company), such consent or agreement shall from such time (and to the extent subsequently approved by the
requisite group of Lenders in accordance with the terms of this Agreement) be irrevocable and binding on such Finance Party, Excluded
Lender and Non-Consenting Lender (as applicable) and any permitted assignee, transferee or counterparty to a sub-participation.


 


		(n)	Any
                                         Finance Party (not being an Excluded Lender) or its permitted assignee or transferee
                                         that has expressly not consented or not agreed to a request for an amendment, waiver,
                                         consent or release shall always have the right to change or revoke their decision and
                                         subsequently deliver to the Agent a consent or agreement to such request at any time
                                         during the period for which the vote and request process is open for consents and acceptances
                                         as notified by the Agent to such Lender (and subject to any extension of such period
                                         as agreed between the Company and the Agent).



 


		(o)	Notwithstanding
                                         anything to the contrary, any amendment, waiver, consent or release of a Finance Document
                                         made in accordance with Clause 2.2 (Increase), Clause 31.6 (Release
                                         of Security), Clause 42.3 (Transaction Security and Guarantees), Clause 42.4
                                         (Replacement of Lender) and Clause 42.7 (Additional Debt Documentation)
                                         shall be binding on all Parties without further consent of any Party.



 


		(p)	Any
                                         term of the Finance Documents (other than any Hedging Agreement or any Ancillary Documents)
                                         may be amended or waived by the Company and the Agent (or, if applicable, the Security
                                         Agent) without the consent of any other Party if that amendment or waiver is to cure
                                         defects or omissions, resolve ambiguities or inconsistencies or manifest error or reflect
                                         changes of a minor, technical or administrative nature or is otherwise only for the benefit
                                         of all or any of the Lenders; or (provided that such waiver or amendment does not adversely
                                         affect the interests of the other Lenders whose consent is not required for the applicable
                                         amendment) is consequential on, incidental to, or required to implement an amendment,
                                         waiver, consent or release set out above.



 






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		(q)	Any
                                         amendment, waiver, consent or release made or effected in accordance with any of paragraphs
                                         (a) to (p) above, or in accordance with any other term of any of the Finance Documents,
                                         shall be binding on all Parties. Each Secured Party irrevocably and unconditionally authorises
                                         and instructs the Agent (for the benefit of the Agent and the Company) to execute any
                                         documentation relating to a proposed amendment or waiver as soon as the requisite Lender
                                         consent is received (or on such later date as may be agreed by the Agent and Company).
                                         Without prejudice to the foregoing, the Finance Parties shall enter into any documentation
                                         necessary to implement an amendment or waiver once that amendment or waiver has been
                                         approved by the requisite number of Lenders determined in accordance with this Clause 42.



 


		(r)	Any
                                         Declared Default, a Default or an Event of Default applicable to all Lenders may be revoked
                                         or, as the case may be, waived with the written consent of the Majority Lenders. Any
                                         notice, demand, declaration or other step or action taken under or pursuant to Clause 28.20
                                         (Acceleration) may be revoked with the written consent of the Majority Lenders.



 


	42.3	Transaction
                                         Security and Guarantees



 


		(a)	An
                                         amendment or waiver that:



 


		(i)	has
                                         the effect of changes or which relates to:



 


		(A)	any
                                         provision which expressly requires the consent of the Super Majority Lenders;



 


		(B)	(other
                                         than as expressly permitted by the provisions of any Finance Document) the nature or
                                         scope of any guarantee or indemnity granted pursuant to Clause 23 (Guarantees
                                         and Indemnity) or the Charged Property; or



 


		(C)	the
                                         release of all or substantially all of the Transaction Security or the guarantees or
                                         indemnities granted under this Agreement,



 


shall
require the consent of the Super Majority Lenders; and


 


		(ii)	has
                                         the effect of charging or which relates to the manner in which the proceeds of enforcement
                                         of the Transaction Security are distributed shall not be made without the prior consent
                                         of all Lenders,



 


in
each case unless: (1) that release is to become effective on or following the prepayment and cancellation in full of the Facilities;
(2) that release is otherwise contemplated under the Intercreditor Agreement or this Agreement (including Clause 2.2 (Increase),
Clause 31.4 (Resignation of an Obligor), Clause 31.6 (Release of Security), Clause 42.3 (Transaction
Security and Guarantees), Clause 42.2 (Exceptions) Clause 42.4 (Replacement of Lender) and Clause 42.7
(Additional Debt Documentation)) and/or made or permitted in accordance with another provision of the Finance Documents;
(3) the relevant Obligors and/or assets are directly or indirectly the subject of a Disposal which is a Permitted Disposal, Permitted
Reorganisation or Permitted Transaction (including solvent liquidation, mergers and consolidations), and, in each case, related
Structural Adjustment or intercreditor position, in which case the Security Agent shall be authorised to release such guarantees
or Transaction Security (provided that, where applicable, any such release shall be without prejudice to any obligation to provide
replacement security) without the need for any approval or consent from any other Finance Party or Secured Party and shall so
release such guarantees or Transaction Security upon request by the Company.


 






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		(b)	Notwithstanding
                                         any other term, condition or restriction in any other Finance Document, the Parties agree
                                         that, in connection with any Structural Adjustment, and implementation of any intercreditor
                                         position, each Obligor is and the Security Agent is authorised to enter into any new
                                         Transaction Security Document and/or amend or waive any terms of an existing Transaction
                                         Security Document and/or release any asset from Transaction Security subject to the following
                                         conditions:



 


		(i)	any
                                         new Transaction Security which secures the Facilities (or following a Structural Adjustment,
                                         such new Transaction Security) shall be:



 


		(A)	subject
                                         to the Agreed Security Principles and applicable law, granted in favour of the Security
                                         Agent for and on behalf of the relevant Lenders (as applicable) and the then existing
                                         Secured Parties;



 


		(B)	(if
                                         applicable) on terms substantially the same (except that it shall also secure any Facilities
                                         arising as a result of or in connection with a Structural Adjustment) as the terms of
                                         the existing Transaction Security over equivalent asset(s); and



 


		(C)	for
                                         the purposes of the Intercreditor Agreement, treated as securing amounts not in priority
                                         to the then existing Transaction Security;



 


		(ii)	any
                                         amendment or waiver of a Transaction Security Document or release or release and re-grant
                                         of Transaction Security shall only be undertaken:



 


		(A)	if
                                         required under the terms of any Facilities arising as a result of or in connection with
                                         a Structural Adjustment or to the extent necessary under applicable law to ensure that
                                         any Facilities arising as a result of or in connection with a Structural Adjustment ranks
                                         in right of payment and security with the Facilities in accordance with the Intercreditor
                                         Agreement; and



 






    A-1-251


     


    

 


		(B)	if
                                         any asset is to be released from Transaction Security, promptly upon giving effect to
                                         that release, subject to the Agreed Security Principles and applicable law, replacement
                                         Transaction Security is granted in favour of the Security Agent for and on behalf of
                                         the relevant Lenders and the existing Secured Parties on substantially the same terms
                                         of the Transaction Security released (except that it shall also secure any Facilities
                                         arising as a result of or in connection with a Structural Adjustment (together the “New
                                         Facilities”) provided that, in each case, a release coupled with the retaking
                                         of Transaction Security shall only be effected where it is not otherwise possible for
                                         that New Facility, to so share the benefit of the Transaction Security and there is no
                                         reasonable alternative structure having regard to the Agreed Security Principles and,
                                         further, having commercially substantially the same effect (such as, for example, the
                                         existing Transaction Security not being released and re-taken but instead subsequent
                                         ranking Transaction Security being granted in respect of that New Facility, and the Transaction
                                         Security in the Intercreditor Agreement and related provisions, such as the rights of
                                         the lenders providing any New Facility to share Recoveries (as that term is defined in
                                         the Intercreditor Agreement) pro rata and pari passu with the other Lenders, to
                                         the extent that such New Facility is intended to be pari passu, or junior to the
                                         other Lenders, to the extent that such New Facility is intended to be junior, subject
                                         to the relevant amendments being made to the Intercreditor Agreement pursuant to clause 15
                                         (New Debt Financings) of the Intercreditor Agreement.



 


		(c)	The
                                         Transaction Security Documents may be amended, varied, waived or modified with the agreement
                                         of the relevant Obligor and/or, as applicable, the Security Agent acting in accordance
                                         with the Intercreditor Agreement.



 


		(d)	Nothing
                                         shall restrict the Secured Parties benefiting from any existing Transaction Security
                                         Document from enforcing and/or releasing the existing Transaction Security Documents
                                         in accordance with, and to the extent permitted by, this Agreement and the Intercreditor
                                         Agreement and subject to the terms of such existing Transaction Security Document.



 


		(e)	Each
                                         of the Secured Parties agrees not to take any action to challenge the validity or enforceability
                                         of any additional Transaction Security Documents by reason of it being expressed to be
                                         second ranking (or any other lower ranking).



 


		(f)	Any
                                         decision to enforce any Transaction Security Document shall be taken in accordance with
                                         the provisions of the Intercreditor Agreement regardless of the ranking of the relevant
                                         Transaction Security.



 


		(g)	No
                                         Secured Party benefiting from any existing Transaction Security Document shall incur
                                         any liability to the beneficiaries of the additional Transaction Security Documents for
                                         the manner of exercise or any non exercise of their rights, remedies, powers, authority
                                         or discretions under such already existing Transaction Security or for any waivers, consents
                                         or releases.



 


	42.4	Replacement
                                         of Lender



 


		(a)	In
                                         the event that:



 


		(i)	the
                                         Company or the Agent (at the request of the Company) has requested the Lenders to give
                                         a consent in relation to, or to agree to a waiver or amendment of, any provisions of
                                         the Finance Documents;



 


		(ii)	the
                                         consent, waiver or amendment in question requires the approval of the Super Majority
                                         Lenders or all the Lenders (or all the Lenders under a Facility, as the case may be);
                                         and



 






    A-1-252


     


    

 


		(iii)	the
                                         Majority Lenders (or the Majority Lenders under the relevant Facility, as the case may
                                         be) have consented or agreed to such waiver or amendment,



 


then
any Lender who does not and continues not to consent or agree to such waiver or amendment by the end of the period of 5 Business
Days (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 5 Business Days) of a request being made shall be deemed a “Non-Consenting Lender”.


 


		(b)	If
                                         at any time:



 


		(i)	any
                                         Finance Party becomes a Non-Consenting Lender;



 


		(ii)	any
                                         Obligor becomes obliged to repay any amount in accordance with Clause 11.1 (Illegality)
                                         or to pay any amounts pursuant to Clause 18.2 (Tax Gross Up), Clause 18.3
                                         (Tax Indemnity) or 19.1 (Increased costs) to any Finance Party;



 


		(iii)	any
                                         Finance Party becomes or is a Defaulting Lender; or



 


		(iv)	any
                                         Lender gives a notification under paragraph (ii) of the definition of “Market
                                         Disruption Event” in paragraph (b) of Clause 16.2 (Market disruption),



 


then
the Company may, provided it gives at least 5 Business Days prior written (a “Replacement Notice”) notice to
the Agent and such Finance Party (a “Replaced Lender”):


 


		(A)	replace
                                         a participation of such Replaced Lender by requiring such Replaced Lender to (and such
                                         Replaced Lender shall) transfer pursuant to Clause 29 (Changes to the Lenders)
                                         on such dates as specified in the Replacement Notice all or part only of its rights and
                                         obligations under this Agreement to a Lender constituting a New Lender under Clause 29.2
                                         (Assignments and Transfers by Lenders) (a “Replacement Lender”)
                                         selected by the Company which confirms its (or their) willingness to assume and does
                                         assume all or part of the obligations of the Replaced Lender (including the assumption
                                         of the Replaced Lender’s participations or unfunded or undrawn participations (as
                                         the case may be) on the same basis as the Replaced Lender) for a purchase price in cash
                                         payable at the time of transfer in an amount equal to the applicable outstanding principal
                                         amount of such Replaced Lender’s participation in the outstanding Utilisations
                                         or Ancillary Outstandings and all related accrued interest and/or Break Costs in respect
                                         of such transferred participation; and/or



 






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		(B)	prepay
                                         (or procure that another member of the Group prepays) on such dates as specified in the
                                         Replacement Notice, provided that, where a prepayment is made to a Non-Consenting Lender,
                                         such prepayment is funded directly or indirectly from Retained Excess Cash (to the extent
                                         Not Otherwise Applied) (or such other source as approved in writing by the Majority Lenders)
                                         all or any part of such Lender’s participation in the outstanding Utilisations
                                         or Ancillary Outstandings and all related accrued interest and/or Break Costs and costs
                                         and expenses then due and payable under the Finance Documents to that Replaced Lender
                                         in respect of such prepaid participation; and/or



 


		(C)	cancel
                                         all or part of the undrawn Commitments or Ancillary Commitments or Fronted Ancillary
                                         Commitments or Fronting Ancillary Commitments of that Replaced Lender on such dates as
                                         specified in the Replacement Notice.



 


		(c)	Any
                                         notice delivered under paragraph (b) above (or any subsequent notice for this purpose,
                                         as applicable) may be accompanied by a Transfer Certificate complying with Clause 29.7
                                         (Procedure for transfers) and/or an Assignment Agreement complying with Clause 29.8
                                         (Procedure for assignment) and any other related documentation to effect the transfer
                                         or assignment, which Transfer Certificate, Assignment Agreement and any other related
                                         documentation to effect the transfer or assignment (if attached) shall be promptly (and
                                         by no later than five Business Days from receiving such Transfer Certificate, Assignment
                                         Agreement and any other related documentation) executed by the relevant Replaced Lender
                                         and returned to the Company. Notwithstanding the requirements of Clause 29 (Changes
                                         to the Lenders) or any other provisions of the Finance Documents, if a Replaced Lender
                                         does not execute and/or return a Transfer Certificate, an Assignment Agreement and any
                                         other related documentation to effect the transfer or assignment as required by this
                                         paragraph (c) within three Business Days of delivery by the Company, the relevant transfer
                                         or transfers or assignment and assignments shall automatically and immediately be effected
                                         for all purposes under the Finance Documents on payment of the replacement amount to
                                         the Agent (for the account of the relevant Replaced Lender, and the Agent may (and is
                                         authorised by each Finance Party to) execute, without requiring any further consent or
                                         action from any other party, a Transfer Certificate, Assignment Agreement and any other
                                         related documentation to effect the transfer or assignment on behalf of the relevant
                                         Replaced Lender which is required to transfer its rights and obligations or assign its
                                         rights under this Agreement pursuant to paragraph (b) above which shall be effective
                                         for the purposes of Clause 29.7 (Procedure for transfers) and Clause 29.8
                                         (Procedure for assignment). The Agent shall not be liable in any way for any action
                                         taken by it pursuant to this paragraph (c) and, for the avoidance of doubt, the provisions
                                         of Clause 32.10 (Exclusion of liability) shall apply in relation thereto.



 


		(d)	The
                                         replacement of a Lender pursuant to this Clause 42.4 shall be subject to the following
                                         conditions:



 


		(i)	the
                                         Company may only exercise its replacement or prepayment rights (pursuant to paragraph
                                         (b)(i) above in respect of any Non-Consenting Lender), at any time prior to the date
                                         falling 45 days after the Non-Consenting Lender notifies the Company and the Agent of
                                         its refusal to give a consent to any requested release, waiver or amendment; or (in the
                                         case of sub-paragraph (b)(ii) or (iv) above) within 45 days of becoming aware of such
                                         circumstance; or (in the case of sub-paragraph (b)(iii) above) within 45 days of
                                         the delivery of the Replacement Notice;



 






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		(ii)	the
                                         Company shall have no right to replace the Agent or Security Agent in its capacity as
                                         such;



 


		(iii)	neither
                                         the Agent nor the Lender shall have any obligation to the Company to find a Replacement
                                         Lender; and



 


		(iv)	in
                                         no event shall the Lender replaced under this Clause 42.4 be required to pay or
                                         surrender to such Replacement Lender any of the fees received by such Lender pursuant
                                         to the Finance Documents.



 


	42.5	Excluded
                                         Commitments



 


		If:	



 


		(a)	a
                                         Lender does not accept or reject a request from a member of the Group (or the Agent on
                                         behalf of that member of the Group) for any consent or agreement in relation to a release,
                                         waiver or amendment of any provisions of the Finance Documents or other vote of Lenders
                                         under the terms of the Finance Documents within 10 Business Days, or if such Lender is
                                         a Defaulting Lender, 5 Business Days (or any other period of time specified by that member
                                         of the Group but if shorter than 5 or, as applicable, 10 Business Days, agreed by the
                                         Agent) of the date of such request being made (the last day of such period, “Exclusion
                                         Date”); or



 


		(b)	any
                                         Non-Consenting Lender fails to assist with any step required to implement the Company’s
                                         right to prepay that Non-Consenting Lender or to replace that Non-Consenting Lender pursuant
                                         to Clause 42.4 (Replacement of Lender) within 3 Business Days of a request
                                         to do so by the Company,



 


then,
in each case:


 


		(i)	that
                                         Lender (an “Excluded Lender”) shall be automatically excluded from
                                         participating in that vote, and its participations, Commitments and vote (as the case
                                         may be) shall not be included (or, as applicable, required) with the Total Commitments
                                         or otherwise when ascertaining whether the approval of Majority Lenders, the Super Majority
                                         Lenders, all Lenders, or any other class of Lenders (as applicable) has been obtained
                                         with respect to that request for a consent or agreement; and



 


		(ii)	for
                                         the purposes of paragraph (b) above only, its status as a Lender shall be disregarded
                                         for the purpose of ascertaining whether the agreement or any specified group of Lenders
                                         has been obtained to approve the request.



 


	42.6	Disenfranchisement
                                         of Defaulting Lenders



 


		(a)	In
                                         ascertaining the Majority Lenders, the Super Majority Lenders or any other class of Lenders
                                         (as applicable) or whether any given percentage (including, for the avoidance of doubt,
                                         unanimity) of any of the Total Commitments or Total Revolving Facility Commitments has
                                         been obtained to approve any request for a consent, waiver, amendment or other vote under
                                         the Finance Documents, a Defaulting Lender’s Commitments and participations will
                                         be deemed to be zero.



 






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		(b)	For
                                         the purposes of this Clause 42.6, the Agent may assume that the following Lenders
                                         are Defaulting Lenders:



 


		(i)	any
                                         Lender which has notified the Agent that it has become a Defaulting Lender; and



 


		(ii)	any
                                         Lender in relation to which it is aware that any of the events or circumstances referred
                                         to in the definition of “Defaulting Lender” has occurred,



 


unless
it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by
the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.


 


	42.7	Additional
                                         Debt Documentation



 


		(a)	The
                                         Agent and/or the Security Agent, as the case may be, shall, on behalf of the Secured
                                         Parties (unless a Secured Party is required under applicable law to do so in its own
                                         name, in which case the relevant Secured Party shall) enter into any confirmation, amendment,
                                         replacement of or supplement to the Finance Documents (including without limitation,
                                         any amendment, waiver or release in respect of any Transaction Security Document or any
                                         grant of Transaction Security pursuant to a new Transaction Security Document provided
                                         that any such release is coupled with a substantially simultaneous re-granting on substantially
                                         the same terms or as otherwise contemplated or permitted by this Clause 42.7 or Clause
                                         42.3 (Transaction Security and Guarantees) above) and/or take any other action
                                         (subject to the Agreed Security Principles) as is necessary or appropriate as determined
                                         by the Company and the Agent, each acting reasonably, in order to facilitate the establishment
                                         of any New Senior Secured Debt or Structural Adjustment, entered into in compliance with
                                         this Agreement. Subject to paragraph (d) below, the Agent and the Security Agent are
                                         irrevocably obligated, authorised and instructed by each other Secured Party (without
                                         the requirement for any further authorisation or consent from any other Secured Party)
                                         to enter into such documentation and take any such action and shall do so promptly on
                                         request and at the expense of the Company.



 


		(b)	Each
                                         Obligor confirms:



 


		(i)	the
                                         authority of the Company to agree, implement and establish any New Senior Secured Debt
                                         or Structural Adjustment in accordance with this Agreement; and



 






    A-1-256


     


    

 


		(ii)	that
                                         its guarantee and indemnity set out in Clause 23 (Guarantees and Indemnity)
                                         (or any applicable Accession Deed or other Finance Document), and all Transaction Security
                                         granted by it will (to the extent provided pursuant to the terms of the relevant New
                                         Senior Secured Debtor or Structural Adjustment) entitle the Lenders under any New Senior
                                         Secured Debt or Structural Adjustment to benefit from such guarantee and indemnity and
                                         such Transaction Security (subject only to any applicable limitations on such guarantee
                                         and indemnity set out in Clause 23 (Guarantees and Indemnity) or any Accession
                                         Deed pursuant to which it became an Obligor) and extend to include all obligations arising
                                         under or in respect of any New Senior Secured Debt or Structural Adjustment.



 


		(c)	Notwithstanding
                                         the foregoing, nothing in this Clause 42.7 shall oblige the Security Agent, the
                                         Agent or any other Finance Party to execute any document if it would impose personal
                                         liabilities or obligations on, or adversely affect the rights, duties or immunities of
                                         the Security Agent, the Agent or such Finance Party (provided that the incurrence of
                                         such New Senior Secured Debt or Structural Adjustment in accordance with the terms of
                                         this Agreement and the other Finance Documents shall not be deemed to adversely affect
                                         the rights of any Finance Party) and nothing in this Clause 42.7 shall be construed
                                         as a commitment to advance or arrange any New Senior Secured Debt or Structural Adjustment.
                                         The Agent and the Security Agent are authorised and instructed by the Finance Parties
                                         to execute any document or take any other action set out in this Clause 42.7 on
                                         behalf of the Finance Parties.



 


		(d)	In
                                         respect of New Senior Secured Debt the Company shall procure that such New Senior Secured
                                         Debt shall be, or the relevant providers and debtors of such New Senior Secured Debt
                                         (or an agent, trustee or other representative in respect thereof) shall be (unless such
                                         person or an agent, trustee or other representative in respect thereof is already a party
                                         to the Intercreditor Agreement in such a capacity), subject to or accede to the Intercreditor
                                         Agreement on terms (including in relation to Intercreditor Class) satisfactory to the
                                         Majority Lenders (acting reasonably).



 


		(e)	[Reserved].



 


	43	Confidentiality



 


	43.1	Confidential
                                         Information



 


Each
Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted
by Clause 43.2 (Disclosure of Confidential Information) and Clause 43.3 (Disclosure to numbering service providers),
and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its
own confidential information.


 


	43.2	Disclosure
                                         of Confidential Information



 


Any
Finance Party may disclose:


 


		(a)	to
                                         any of its Affiliates and Related Funds and any of its or their officers, directors,
                                         employees, professional advisers, auditors, partners and Representatives such Confidential
                                         Information as that Finance Party shall consider appropriate if any person to whom the
                                         Confidential Information is to be given pursuant to this paragraph (a) is informed
                                         in writing of its confidential nature and that some or all of such Confidential Information
                                         may be price-sensitive information except that there shall be no such requirement to
                                         so inform if the recipient is subject to professional obligations to maintain the confidentiality
                                         of the information or is otherwise bound by requirements of confidentiality in relation
                                         to the Confidential Information;



 






    A-1-257


     


    

 


		(b)	to
                                         any person:



 


		(i)	to
                                         (or through) whom it assigns or transfers (or may potentially assign or transfer) all
                                         or any of its rights and/or obligations under one or more Finance Documents and to any
                                         of that person’s Affiliates, Related Funds, Representatives and professional advisers;



 


		(ii)	with
                                         (or through) whom it enters into (or may potentially enter into), whether directly or
                                         indirectly, any sub-participation in relation to, or any other transaction under which
                                         payments are to be made or may be made by reference to, one or more Finance Documents
                                         and/or one or more Obligors and to any of that person’s Affiliates, Related Funds,
                                         Representatives and professional advisers;



 


		(iii)	appointed
                                         by any Finance Party or by a person to whom paragraph (b)(i) or (ii) above applies
                                         to receive communications, notices, information or documents delivered pursuant to the
                                         Finance Documents on its behalf (including, without limitation, any person appointed
                                         under paragraph (c) of Clause 32.15 (Relationship with the Lenders));



 


		(iv)	who
                                         invests in or otherwise finances (or may potentially invest in or otherwise finance),
                                         directly or indirectly, any transaction referred to in paragraph (b)(i) or (ii)
                                         above;



 


		(v)	to
                                         whom information is required or requested to be disclosed by any court of competent jurisdiction
                                         or any governmental, banking, taxation or other regulatory authority or similar body,
                                         the rules of any relevant stock exchange or pursuant to any applicable law or regulation;



 


		(vi)	to
                                         whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security
                                         (or may do so) pursuant to Clause 29.12 (Security over Lenders’ rights);



 


		(vii)	to
                                         whom information is required to be disclosed in connection with, and for the purposes
                                         of, any litigation, arbitration, administrative or other investigations, proceedings
                                         or disputes;



 


		(viii)	who
                                         is a Party; or



 


		(ix)	with
                                         the consent of the Company,



 






    A-1-258


     


    

 


in
each case, such Confidential Information as that Finance Party shall consider appropriate if:


 


		(A)	in
                                         relation to paragraphs (b)(i) or (ii) above, the person to whom the Confidential
                                         Information is to be given has entered into a Confidentiality Undertaking that is capable
                                         of being relied upon by the Company without requiring its signature and that cannot be
                                         materially amended without the consent of the Company, except that there shall be no
                                         requirement for a Confidentiality Undertaking if the recipient is a professional adviser
                                         and is subject to professional obligations to maintain the confidentiality of the Confidential
                                         Information;



 


		(B)	in
                                         relation to paragraph (b)(iv) above, the person to whom the Confidential Information
                                         is to be given has entered into a Confidentiality Undertaking that is capable of being
                                         relied upon by the Company without requiring its signature and that cannot be materially
                                         amended without the consent of the Company, or is otherwise bound by requirements of
                                         confidentiality in relation to the Confidential Information they receive and is informed
                                         that some or all of such Confidential Information may be price-sensitive information;
                                         or



 


		(C)	in
                                         relation to paragraphs (b)(v), (b)(vi) and (b)(vii) above, the person to whom the
                                         Confidential Information is to be given is informed of its confidential nature and that
                                         some or all of such Confidential Information may be price-sensitive information except
                                         that there shall be no requirement to so inform if, in the opinion of that Finance Party,
                                         it is not practicable so to do in the circumstances,



 


and
a copy of any such confidentiality undertaking and any amendment thereto shall be provided to the Company prior to the provision
of Confidential Information to the relevant person or the relevant amendment taking place;


 


		(c)	to
                                         any person appointed by that Finance Party or by a person to whom paragraph (b)(i)
                                         or (ii) above applies to provide administration or settlement services in respect of
                                         one or more of the Finance Documents including without limitation, in relation to the
                                         trading of participations in respect of the Finance Documents, such Confidential Information
                                         as may be required to be disclosed to enable such service provider to provide any of
                                         the services referred to in this paragraph (c) if the service provider to whom the
                                         Confidential Information is to be given has entered into a confidentiality agreement
                                         substantially in the form of the LMA Master Confidentiality Undertaking for Use With
                                         Administration/Settlement Service Providers or such other form of confidentiality undertaking
                                         agreed between the Company and the relevant Finance Party, and a copy of any such confidentiality
                                         undertaking and any amendment thereto shall be provided to the Company within 10 Business
                                         Days of request by the Company; and



 


		(d)	to
                                         any rating agency (including its professional advisers) such Confidential Information
                                         as may be required to be disclosed to enable such rating agency to carry out its normal
                                         rating activities in relation to the Finance Documents and/or the Obligors if the rating
                                         agency to whom the Confidential Information is to be given is informed of its confidential
                                         nature and that some or all of such Confidential Information may be price-sensitive information.



 






    A-1-259


     


    

 


		(e)	The
                                         Company will consent to any reasonable request by Arrangers or the Bookrunners to publicise
                                         the Facilities after completion of the Acquisition.



 


	43.3	Disclosure
                                         to numbering service providers



 


		(a)	Any
                                         Finance Party may disclose to any national or international numbering service provider
                                         appointed by that Finance Party to provide identification numbering services in respect
                                         of this Agreement, the Facilities and/or one or more Obligors the following information:



 


		(i)	names
                                         of the Obligors;



 


		(ii)	country
                                         of domicile of the Obligors;



 


		(iii)	place
                                         of incorporation of the Obligors;



 


		(iv)	date
                                         of this Agreement and the Effective Date;



 


		(v)	the
                                         names of the Agent and the Arrangers and the Bookrunners;



 


		(vi)	date
                                         of each amendment and restatement of this Agreement;



 


		(vii)	amount
                                         of Total Commitments;



 


		(viii)	currencies
                                         of the Facilities;



 


		(ix)	type
                                         of Facilities;



 


		(x)	ranking
                                         of Facilities;



 


		(xi)	Termination
                                         Date for Facilities;



 


		(xii)	changes
                                         to any of the information previously supplied pursuant to paragraphs (i) to (xi)
                                         above; and



 


		(xiii)	such
                                         other information agreed between such Finance Party and the Company,



 


to
enable such numbering service provider to provide its usual syndicated loan numbering identification services.


 


		(b)	The
                                         Parties acknowledge and agree that each identification number assigned to this Agreement,
                                         the Facilities and/or one or more Obligors by a numbering service provider and the information
                                         associated with each such number may be disclosed to users of its services in accordance
                                         with the standard terms and conditions of that numbering service provider.



 


		(c)	Each
                                         Obligor represents that none of the information set out in paragraphs (i) to (xiii)
                                         of paragraph (a) above is, nor will at any time be, unpublished price-sensitive
                                         information.



 






    A-1-260


     


    

 


		(d)	The
                                         Agent shall notify the Company and the other Finance Parties of:



 


		(i)	the
                                         name of any numbering service provider appointed by the Agent in respect of this Agreement,
                                         the Facilities and/or one or more Obligors; and



 


		(ii)	the
                                         number or, as the case may be, numbers assigned to this Agreement, the Facilities and/or
                                         one or more Obligors by such numbering service provider.



 


	43.4	Entire
                                         agreement



 


This
Clause 43 constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under
the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding
Confidential Information.


 


	43.5	Inside
                                         information



 


Each
of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information
and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating
to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any
unlawful purpose.


 


	43.6	Notification
                                         of disclosure



 


Each
of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Company:


 


		(a)	of
                                         the circumstances of any disclosure of Confidential Information made pursuant to paragraph (b)(v)
                                         of Clause 43.2 (Disclosure of Confidential Information) except where such
                                         disclosure is made to any of the persons referred to in that paragraph during the
                                         ordinary course of its supervisory or regulatory function; and



 


		(b)	upon
                                         becoming aware that Confidential Information has been disclosed in breach of this Clause 43.



 


	43.7	Continuing
                                         obligations



 


The
obligations in this Clause 43 are continuing and, in particular, shall survive and remain binding on each Finance Party for
a period of 12 Months from the earlier of:


 


		(a)	the
                                         date on which all amounts payable by the Obligors under or in connection with the Finance
                                         Documents have been paid in full and all Commitments have been cancelled or otherwise
                                         cease to be available; and



 


		(b)	the
                                         date on which such Finance Party otherwise ceases to be a Finance Party.



 






    A-1-261


     


    

 


	44	Counterparts



 


Each
Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts
were on a single copy of the Finance Document. Delivery of a counterpart of this Agreement by email attachment or telecopy shall
be an effective mode of delivery.


 


	45	Governing
                                         Law



 


This
Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.


 


	46	Enforcement



 


	46.1	Jurisdiction
                                         of English courts



 


		(a)	The
                                         courts of England have exclusive jurisdiction to settle any dispute arising out of or
                                         in connection with this Agreement (including a dispute relating to the existence, validity
                                         or termination of this Agreement or any non-contractual obligation arising out of or
                                         in connection with this Agreement) (a “Dispute”).



 


		(b)	The
                                         Parties agree that the courts of England are the most appropriate and convenient courts
                                         to settle Disputes and accordingly no Party will argue to the contrary.



 


		(c)	This
                                         Clause 46.1 is for the benefit of the Finance Parties and Secured Parties only.
                                         As a result, no Finance Party or Secured Party shall be prevented from taking proceedings
                                         relating to a Dispute in any other courts with jurisdiction. To the extent allowed by
                                         law, the Finance Parties and Secured Parties may take concurrent proceedings in any number
                                         of jurisdictions.



 


	46.2	Service
                                         of process



 


		(a)	Without
                                         prejudice to any other mode of service allowed under any relevant law, each Obligor (other
                                         than an Obligor incorporated in England and Wales):



 


		(i)	irrevocably
                                         appoints Gaming Acquisitions Limited (FAO: The Directors) as its agent for service of
                                         process in relation to any proceedings before the English courts in connection with any
                                         Finance Document; and



 


		(ii)	agrees
                                         that failure by an agent for service of process to notify the relevant Obligor of the
                                         process will not invalidate the proceedings concerned.



 


		(b)	If
                                         any person appointed as an agent for service of process is unable for any reason to act
                                         as agent for service of process, the Company (on behalf all the Obligors) must promptly
                                         (and in any event within 10 Business Days of such event taking place) appoint another
                                         agent on terms acceptable to the Agent (acting reasonably and in good faith). Failing
                                         this, the Agent may appoint another agent for this purpose.



 






    A-1-262


     


    

 


THIS
AGREEMENT HAS BEEN ENTERED INTO ON THE DATE STATED AT THE BEGINNING OF THIS AGREEMENT.


 




    A-1-263


     


    

 


Schedule
1

The Original Parties


 


Part
1

The Original Obligors


 


The
Original Facility B Borrower


 


	Name	 	Jurisdiction
    of incorporation	 	Registered
    number or equivalent
	Gaming Acquisitions
    Limited	 	England
    and wales	 	07120910


 


The
Original Revolving Facility Borrowers


 


	Name	 	Jurisdiction
    of incorporation	 	Registered
    number or equivalent
	Gaming Acquisitions
    Limited	 	England
    and wales	 	07120910
	Inspired Gaming (UK)
    Limited	 	England
    and wales	 	03565640


 


The
Original Guarantors


 


	Name	 	Jurisdiction
    of incorporation	 	Registered
    number or equivalent
	The Company	 	Delaware

        
	 	47-1025534 
	DMWSL 633 Limited	 	England
    and wales	 	07176544
	DMWSL 632 Limited	 	England
    and wales	 	07176582
	DMWSL 631 Limited	 	England
    and wales	 	07176707
	Inspired Gaming USA Inc.	 	Delaware	 	6071182
	Gaming Acquisitions Limited	 	England
    and wales	 	07120910
	Inspired Gaming Group Limited	 	England
    and wales	 	05804323
	Inspired Gaming (Holdings) Limited	 	England
    and wales	 	05304991
	Inspired Gaming (International) Limited	 	England
    and wales	 	03913734
	Inspired Gaming (UK) Limited	 	England
    and wales	 	03565640
	Inspired Gaming (Greece) Limited	 	England
    and wales	 	09219329
	Astra Games Ltd	 	England
    and wales	 	09280224
	Bell-Fruit Group Limited	 	England
    and wales	 	05015596
	Gamestec Leisure Limited	 	England
    and wales	 	05348584
	Playnation Limited	 	England
    and wales	 	08258418





 




    A-1-264


     


    

 


Part
2

The Original Lenders


 


	Name of Original Lender as at the Effective
    Date	 	Facility B1 Commitment
    as at the Effective Date	 	 	Facility B2 Commitment
    as at the Effective Date	 	 	Revolving Facility Commitment
    as at the Effective Date	 	 	Treaty
                                         passport scheme reference number and jurisdiction of tax residence (if applicable)
	 	UK
    Non-Bank Lender 
 [Yes/No]
	AMPERE OPPORTUNITIES CREDIT	 	 	Nil	 	 	€	1,345,422.48	 	 	 	Nil	 	 	N/A	 	No
	EIFFEL CREDIT OPPORTUNITIES	 	 	Nil	 	 	€	2,276,868.82	 	 	 	Nil	 	 	N/A	 	No
	EIFFEL VALUE OPPORTUNITIES MASTER	 	 	NIL	 	 	€	1,552,410.56	 	 	 	NIL	 	 	N/A	 	No
	SGI MANAGED ASSETS SPC LIMITED	 	 	NIL	 	 	€	1,552,410.56	 	 	 	NIL	 	 	N/A	 	No
	MACQUARIE CORPORATE HOLDINGS PTY LIMITED (UK BRANCH)	 	£	12,132,084.01	 	 	€	9,314,463.34	 	 	£	2,000,000	 	 	N/A	 	Yes
	GLOBE INVEST LIMITED	 	£	109,188,756.05	 	 	€	51,229,548.37	 	 	£	18,000,000	 	 	N/A	 	Yes
	OPERA FINANCE INTERNATIONAL S.A.	 	 	Nil	 	 	€	25,873,509.28	 	 	 	Nil
                                         	 	 	N/A	 	AS
    SEPARATELY NOTIFIED OR TO BE NOTIFIED TO THE AGENT
	FLF I AB SUBSIDIARY FINANCE DAC	 	£	16,662,089.62	 	 	 	Nil	 	 	 	Nil	 	 	12/f/379229/dttp	 	No
	FLF I SUBSIDIARY FINANCE L.P.	 	£	7,810,354.51	 	 	 	Nil	 	 	 	Nil	 	 	12/F/378133/DTTP	 	No
	Total	 	£	145,793,284.18	 	 	€	93,144,633.40	 	 	£	20,000,000	 	 	 	 	 



 






    A-1-265


     


    

 


Schedule
2


Conditions
Precedent and Conditions Precedent required to be


delivered by an Additional Obligor


 


Part
1


Conditions Precedent To First Utilisation


 


		1.	The
                                         Original Obligors



 


		(a)	In
                                         respect of each Original Obligor and each Dormant Subsidiary party to the Intercreditor
                                         Agreement, a copy of the constitutional documents (or equivalent).



 


		(b)	A
                                         copy of a resolution of the board of directors or equivalent body of each Original Obligor
                                         and each Dormant Subsidiary party to the Intercreditor Agreement:



 


		(i)	approving
                                         the terms of, and the transactions contemplated by, the Transaction Documents to which
                                         it is a party and resolving that it execute the Transaction Documents to which it is
                                         a party;



 


		(ii)	authorising
                                         a specified person or persons to execute the Transaction Documents to which it is a party
                                         on its behalf;



 


		(iii)	authorising
                                         a specified person or persons, on its behalf, to sign and/or despatch all documents and
                                         notices (including, if relevant, any Utilisation Request) to be signed and/or despatched
                                         by it under or in connection with the Transaction Documents to which it is a party; and



 


		(iv)	other
                                         than in the case of the Company, authorising the Company to act as its agent in connection
                                         with the Finance Documents.



 


		(c)	A
                                         specimen of the signature of each person authorised by the resolution referred to in
                                         (b) above.



 


		(d)	Other
                                         than with respect to the Company, if required under applicable law or practice or by
                                         its constitutional documents, a copy of a resolution signed by all the holders of all
                                         the issued shares of each Original Obligor and each Dormant Subsidiary party to the Intercreditor
                                         Agreement, approving the terms of, and the transactions contemplated by, the Transaction
                                         Documents to which each Original Obligor or, as applicable, relevant Dormant Subsidiary
                                         is a party and resolving that it execute the Transaction Documents to which it is a party.



 


		(e)	Other
                                         than with respect to the Company, if required under applicable law or practice or by
                                         its constitutional documents, a copy of a resolution of the board of directors of each
                                         corporate shareholder of each Original Obligor and each Dormant Subsidiary party to the
                                         Intercreditor Agreement, approving the terms of the resolutions referred to in paragraph
                                         (d) above.



 


		(f)	A
                                         certificate of each Original Obligor (signed by a director, a manager or an authorised
                                         signatory, as the case may be) confirming that subject to the guarantee limitations as
                                         set out in this Agreement borrowing or guaranteeing or securing, as appropriate, the
                                         Total Commitments would not cause any borrowing, guarantee, security or similar limit
                                         binding on it to be exceeded.



 






    A-1-266


     


    

 


		(g)	Certificates
                                         of each Original Obligor and each Dormant Subsidiary party to the Intercreditor Agreement
                                         (signed by a director, a manager or an authorised signatory, as the case may be) dated
                                         as at the Closing Date and certifying that each copy document relating to it specified
                                         in this Part 1 of Schedule 2 is correct, complete and (to the extent executed) in full
                                         force and effect and has not been amended or superseded as at a date no earlier than
                                         the Closing Date.



 


		(h)	Evidence
                                         in the form of bank account statements dated no earlier than the date falling 5 Business
                                         Days prior to the Closing Date that the Obligors have cash on balance sheet as required
                                         in the sources & uses set out in the Funds Flow Statement.



 


		(i)	Evidence
                                         satisfactory to the Agent that each Lender has carried out and is satisfied with the
                                         results of all “know your client”, anti-money laundering and other similar
                                         checks required by each Lender in relation to each Original Obligor and, in each case,
                                         notified by each Lender to the Company at least 5 Business Days prior to the date of
                                         this Agreement.



 


		(j)	In
                                         respect of each member of the Group incorporated in England & Wales whose shares
                                         are the subject of a Transaction Security Document governed by the laws of England &
                                         Wales (a “Charged Company”), either:



 


		(i)	a
                                         certificate of an authorised signatory of the Company certifying that (A) each member
                                         of the Group has complied within the relevant timeframe with any notice it has received
                                         pursuant to Part 21A of the Companies Act 2006 from the Charged Company; and (B) no “warning
                                         notice” or “restrictions notice” (in each case as defined in Schedule
                                         1B of the Companies Act 2006) has been issued in respect of those shares, together with
                                         a copy of the “PSC register” (within the meaning of section 790C(10) of the
                                         Companies Act 2006) of the Charged Company, which, in the case of a Charged Company that
                                         is a subsidiary of the Company, is certified by an authorised signatory of the Company
                                         to be correct, complete and not amended or superseded as at a date no earlier that the
                                         date of this Agreement; or



 


		(ii)	a
                                         certificate of an authorised signatory of the Company certifying that such Charged Company
                                         is not required to comply with Part 21A of the Companies Act 2006.



 


	2.	Finance
                                         Documents



 


A
copy of each of the following documents in the agreed form, each duly executed and delivered by each of the Obligors, in each
case to the extent party thereto:


 


		(a)	this
                                         Agreement;



 


		(b)	the
                                         Fee Letters and Syndication Strategy Letter;



 


		(c)	the
                                         Intercreditor Agreement;



 






    A-1-267


     


    

 


		(d)	the
                                         Hedging Letter; and



 


		(e)	a
                                         Utilisation Request in relation to any Utilisation to be made on the Closing Date.



 


		3.	Transaction
                                         Security Documents



 


		(a)	A
                                         copy of each of the following Transaction Security Documents in the agreed form, each
                                         duly executed and delivered by each Obligor, in each case to the extent party thereto:



 


	 	Name
of Obligor/Security provider
	 	Transaction
    Security Document	 	Governing
    law of documents
	 	The
                                         Company

        DMWSL
        633 Limited

        DMWSL
        632 Limited

        DMWSL
        631 Limited

        Gaming
        Acquisitions Limited

        Inspired
        Gaming Group Limited

        Inspired
        Gaming (Holdings) Limited

        Inspired
        Gaming (International) Limited

        Inspired
        Gaming (UK) Limited

        Inspired
        Gaming (Greece) Limited
	 	English
    Debenture (in the case of the Company, solely for the purposes of charging the shares of DMWSL 633 Limited held by it and
    any bank accounts maintained by it in England and Wales)	 	England
    and Wales
	 	 	 	 	 	 
	 	The
                                         Company

        Inspired
        Gaming USA Inc.

        DMWSL 631 Limited
	 	US
    Security Agreement	 	New
    York law


 


		(b)	Subject,
                                         in each case, to any grace period set out in the relevant Transaction Security Document
                                         and subject to the Agreed Security Principles, a copy of all notices required to be sent
                                         under the relevant Transaction Security Document as of the Closing Date executed by the
                                         relevant Obligor together with all share certificates and stock transfer forms required
                                         to be provided on the Closing Date under the Transaction Security Documents.



 


		4.	Legal
                                         Opinions



 


		(a)	An
                                         enforceability and capacity legal opinion of White & Case LLP, legal advisers to
                                         the Arrangers as to English law, addressed to the Agent, the Security Agent and the Original
                                         Lenders and capable of being relied upon by any persons who become Lenders pursuant to
                                         the primary syndication of the Facilities, substantially in the form distributed to the
                                         Agent prior to signing this Agreement.



 






    A-1-268


     


    

 


		(b)	A
                                         legal opinion of Sidley Austin LLP, legal advisers to the Company with respect to capacity
                                         and validity in connection with the Original Obligors organized under the laws of the
                                         state of Delaware and the enforceability of the Finance Documents governed by the laws
                                         of the state of New York executed by such Original Obligors, addressed to the Agent,
                                         the Security Agent and the Original Lenders (as defined therein) and capable of being
                                         relied upon by any persons who become Lenders pursuant to the primary syndication of
                                         the Facilities, substantially in the form distributed to the Agent prior to signing this
                                         Agreement.



 


		5.	Reports



 


		(a)	A
                                         copy of the draft or final form approved by the Arrangers on or prior to the date of
                                         this Agreement of the Reports, provided that this condition precedent shall be satisfied
                                         if the final form of each Report is not different in any manner which is materially adverse
                                         to the interests of the Lenders (taken as whole) compared to the draft of that Report
                                         received by the Arrangers on or prior to the date of this Agreement, except for any changes
                                         or additions approved by the Arrangers (acting reasonably):



 


		(b)	Reliance
                                         letters in respect of the Reports whose providers have not adopted a general policy of
                                         not providing reliance in favour of Finance Parties and only to the extent that the Arrangers
                                         agree the terms of such reliance letters with the relevant Report providers prior to
                                         entering into this Agreement.



 


		6.	Financial
                                         Information



 


		(a)	The
                                         Original Financial Statements.



 


		(b)	The
                                         Initial Base Case Model in the form agreed with the Mandated Lead Arrangers, provided
                                         that this condition precedent shall be satisfied if the final form of the Initial Base
                                         Case Model is not different in any manner which is materially adverse to the interests
                                         of the Lenders compared to the form of the Initial Base Case Model agreed with the Arrangers
                                         on or prior to the date of this Agreement, except for any changes or additions approved
                                         by the Arrangers.



 


		7.	Acquisition
                                         Documents



 


		(a)	Copies
                                         of the executed Acquisition Documents in the form approved by the Arrangers on or prior
                                         to the date of this Agreement (save for any amendments or waivers which are not materially
                                         adverse to the interests of the Finance Parties (taken as a whole) and any other changes
                                         or additions approved by the Lenders (acting reasonably)).



 


		(b)	A
                                         certificate of the Company (signed by a director or an authorised signatory) dated the
                                         Closing Date certifying and confirming that:



 


		(i)	other
                                         than payment of the purchase price under the Acquisition Agreement, which will be satisfied
                                         immediately following utilisation of Facility B, the Acquisition Documents are unconditional
                                         in all respects and that no terms and conditions of the Acquisition Documents have been
                                         amended, waived or terminated without the consent of the Arrangers (acting reasonably)
                                         other than an amendment, waiver or consent which is not materially adverse to the interests
                                         of the Finance Parties; and



 






    A-1-269


     


    

 


		(ii)	so
                                         far as it is aware there has been no material breach of warranty or otherwise under the
                                         Acquisition Documents which would entitle the Company to rescind the Acquisition Documents
                                         and which would be materially adverse to the interests of the Finance Parties.



 


		8.	Other
                                         Documents and Evidence



 


		(a)	The
                                         Group Structure Chart.



 


		(b)	Evidence
                                         that all existing Security with respect to the Existing Debt Financing will be released
                                         on the Closing Date, subject to any local law formalities which cannot be completed on
                                         or prior to the Closing Date but shall be completed as soon as reasonably practicable
                                         thereafter.



 


		(c)	Evidence
                                         that all existing Security which is not Permitted Security will be released on the Closing
                                         Date, subject to any local law formalities which cannot be completed on or prior to the
                                         Closing Date but shall be completed as soon as reasonably practicable thereafter.



 


		(d)	Evidence
                                         that all existing Financial Indebtedness (including the Existing Debt Financing) of the
                                         Group and the Target Group which is to be refinanced or discharged on the Closing Date
                                         will be so refinanced or discharged (and the Funds Flow Statement delivered pursuant
                                         to paragraph (g) below shall constitute sufficient evidence for these purposes).



 


		(e)	Evidence
                                         that any process agent appointed in respect of a Finance Document has accepted its appointment.



 


		(f)	Confirmation
                                         that the fees, costs and expenses then due and payable under Clause 17 (Fees)
                                         have been paid or will be paid on or by the first Utilisation Date (which such fees shall
                                         be deducted from first Utilisation in accordance with the Utilisation Request delivered
                                         in accordance with paragraph 2 above).



 


		(g)	A
                                         copy of the Funds Flow Statement, provided that this condition precedent shall be satisfied
                                         if the final form of the Funds Flow Statement is not different in any manner which is
                                         materially adverse to the interests of the Lenders (taken as a whole) compared to the
                                         most recent draft of the Funds Flow Statement that was signed-off by the Arrangers, except
                                         for any changes or additions approved by the Arrangers.



 


		(h)	Copies
                                         of any structural inter-company loans resulting from the on-lending of Facility B proceeds
                                         by Gaming Acquisitions Limited to Inspired Gaming (UK) Limited.



 


		(i)	[Reserved].



 




    A-1-270


     


    

  


Part
2


Conditions Precedent To Be Delivered By An Additional Obligor


 


		1.	An
                                         Accession Deed executed by the Additional Obligor and the Company.



 


		2.	A
                                         copy of the constitutional documents (or equivalent) (including the deed of incorporation
                                         and articles of association (if different from those contained in the deed of incorporation)
                                         and in the form customary in the relevant jurisdiction and including customary fillings
                                         and certificates from appropriate registers in the relevant jurisdiction of each Additional
                                         Obligor;



 


		3.	If
                                         required under applicable law or reasonably requested by the Agent, a copy of a resolution
                                         of the board of directors or board of managers and/or shareholder(s) (or equivalent)
                                         of the Additional Obligor:



 


		(a)	approving
                                         the terms of, and the transactions contemplated by, the Accession Deed and the Finance
                                         Documents to which it is or shall become a party and resolving that it execute, deliver
                                         and perform the Accession Deed and any other Finance Document to which it is or shall
                                         become a party;



 


		(b)	authorising
                                         a specified person or persons to execute the Accession Deed and other Finance Documents
                                         to which it is or shall become a party on its behalf;



 


		(c)	authorising
                                         a specified person or persons, on its behalf, to sign and/or despatch all other documents
                                         and notices (including, in relation to an Additional Borrower, any Utilisation Request
                                         or Selection Notice) to be signed and/or despatched by it under or in connection with
                                         the Finance Documents to which it is a party;



 


		(d)	authorising
                                         the Company to act as its agent in connection with the Finance Documents; and



 


		(e)	if
                                         required by applicable law, resolving that the entry into the Accession Deed and any
                                         other Finance Document to which it is a party is in the best interests of and to the
                                         benefit of the Additional Obligor.



 


		4.	A
                                         specimen of the signature of each person authorised by the resolutions referred to in
                                         paragraphs 2 or 3 above.



 


		5.	If
                                         required under applicable law or practice or reasonably requested by the Agent for the
                                         purpose of delivering a legal opinion pursuant to paragraph 11 below, a copy of a resolution
                                         signed by the holders of the issued shares of the Additional Obligor and, if there is
                                         a supervisory board, the supervisory board of the Additional Obligor approving the terms
                                         of, and the transactions contemplated by, the Transaction Documents to which that Additional
                                         Obligor, as applicable is a party or shall become a party and resolving that it execute
                                         the Transaction Documents to which it is a party or shall become a party.



 


		6.	If
                                         required under applicable law, or reasonably requested by the Agent for the purpose of
                                         delivering a legal opinion pursuant to paragraph 11 below, a copy of the resolution of
                                         the board of directors of each corporate shareholder of each Additional Obligor, as applicable,
                                         approving the terms of the resolution referred to in paragraph 5 above.



 






    A-1-271


     


    

 


		7.	A
                                         certificate of the Additional Obligor (signed by a director, a manager or an authorised
                                         officer/signatory, as the case may be) confirming, the borrowing, guaranteeing or securing
                                         (as appropriate) the Total Commitments would not cause any borrowing, guaranteeing, securing
                                         or similar limit binding on such Additional Obligor to be exceeded.



 


		8.	A
                                         certificate of the Additional Obligor (signed by a director, a manager or an authorised
                                         officer/signatory, as the case may be) certifying that each copy document relating to
                                         it in this Part 2 of Schedule 2 is correct, complete and in full force and effect and
                                         has not been amended or superseded as at a date no earlier than the date of the relevant
                                         Accession Deed.



 


		9.	A
                                         copy of each other Authorisation, corporate authority, or other document, opinion or
                                         assurance required for the purposes of giving a legal opinion referred to in paragraph
                                         11 below.



 


		10.	“Know
                                         your customer” and any other money laundering documentation required by the Agent
                                         and notified by each Lender to the Company.



 


		11.	Legal
                                         opinion(s) of the legal advisors to the Agent and/or, where customary in the relevant
                                         jurisdiction, of the legal advisers of the Additional Obligor, on the enforceability
                                         of the Finance Documents to which the Additional Obligor is party and the capacity and
                                         authority of the Additional Obligor to enter into those Finance Documents addressed to
                                         the Finance Parties.



 


		12.	Evidence
                                         that any agent for service of process under a Finance Document has accepted its appointment
                                         in relation to the proposed Additional Obligor.



 


		13.	An
                                         accession deed to the Intercreditor Agreement executed by the Additional Obligor.



 


		14.	Evidence
                                         that the Additional Obligor has done all that is necessary (to the extent reasonable
                                         and applicable) to comply with any law relating to financial assistance or an analogous
                                         process.



 


		15.	At
                                         least two copies (with originals to follow as soon as reasonably practicable thereafter),
                                         executed and delivered by the relevant Additional Obligor, of each Transaction Security
                                         Document requested by the Agent (taking into account and subject to the Agreed Security
                                         Principles, together with all notices, acknowledgements, share certificates, stock transfer
                                         forms, shareholder registers other documents of title and any other documents agreed
                                         to be sent/provided thereunder (in accordance with the Agreed Security Principles), each
                                         duly executed and delivered by each of the parties thereto and evidence of any amendments
                                         to the constitutional documents of that Additional Obligor as may be required for the
                                         purposes of taking or perfecting local law security.



 


		16.	If
                                         available, the latest financial statements (audited, if audited) of the Additional Obligor



 




    A-1-272


     


    

  


Schedule
3


Requests
and Notices


 


Part
1


Utilisation Request Loans





 


	From:	[Borrower] [Company]*




 


	To:	[Agent]




 


	Dated:	[●]




 


Dear
Sirs


 


[Company]
– [●] Senior Facilities Agreement

dated [●] (the “Facilities Agreement”)


 


		1.	We
                                         refer to the Facilities Agreement. This is an Utilisation Request. Terms defined in the
                                         Facilities Agreement have the same meaning in this Utilisation Request unless given a
                                         different meaning in this Utilisation Request.



 


We
wish to borrow a Loan on the following terms:


 


	 	Borrower:
	[●]
	 	 	 
	 	Proposed
    Utilisation Date:	[●]
    (or, if that is not a Business Day, the next Business Day)
	 	 	 
	 	Facility
    to be utilised:	[Facility
    B1] [Facility B2] [Revolving Facility]1
	 	 	 
	 	Currency
    of Loan:	[●]
    
	 	 	 
	 	Amount:	[●]
    or, if less, the Available Facility
	 	 	 
	 	Interest
    Period:	[●]



 

		2.	We
                                         confirm that each condition specified in Clause 4.2 (Further conditions precedent)
                                         is satisfied on the date of this Utilisation Request.



 


		3.	[The
                                         proceeds of this Loan should be credited to [account]].



 


		4.	This
                                         Utilisation Request is irrevocable.



 


 


 





 























	1	Select the Facility to be utilised and delete references
to the other Facilities.


 






    A-1-273


     


    

 


Yours
faithfully


 


 










 






authorised
signatory for


[the Company on behalf of


[insert name of relevant Borrower]]/[insert name of Borrower]2




 


 


 





 









	2	Amend
as appropriate. The Utilisation Request can be given by a Borrower or by the Company.






 




    A-1-274


     


    




 


Part
2


Utilisation Request


 


Letters
of Credit


 


	From:	[Borrower]
    [Company]3




 


	To:	[Agent]




 


	Dated:	[●]




 


Dear
Sirs


 


[Company]
– [●] Senior Facilities Agreement

dated [●] (the “Facilities Agreement”)


 


		1.	We
                                         refer to the Facilities Agreement. This is a Utilisation Request. Terms defined in the
                                         Facilities Agreement have the same meaning in this Utilisation Request unless given a
                                         different meaning in this Utilisation Request.



 


		2.	We
                                         wish to arrange for a Letter of Credit to be issued under a Revolving Facility by the
                                         Issuing Bank specified below (which has agreed to do so) on the following terms:



 


	 	(a)
Borrower:
	[●]
	 	 	 
	 	(b)
    Issuing Bank:	[●]
	 	 	 
	 	(c)
    Proposed Utilisation Date:	[●]or,
    if that is not a Business Day, the next Business Day)
	 	 	 
	 	(d)
    Currency of Letter of Credit:	[●]
	 	 	 
	 	(e)
    Amount:	[●]
    or, if less, the Available Facility in relation to the relevant Revolving Facility
	 	 	 
	 	(f)
    Term:	[●]


 


		3.	We
                                         confirm that each condition specified in paragraph (b) of Clause 6.5 (Issue of
                                         Letters of Credit) is satisfied on the date of this Utilisation Request.



 


		4.	We
                                         attach a copy of the proposed Letter of Credit.



 


		5.	The
                                         Letter of Credit should be delivered to [insert details/delivery method].



 


		6.	This
                                         Utilisation Request is irrevocable.



 


Yours
faithfully


 





 






authorised
signatory for


[the Company on behalf of


[insert name of relevant Borrower]]/[insert name of Borrower]


 


 


 








 












	3	Amend
                                         as appropriate. The Utilisation Request can be given by the Borrower or by the Company.


 





    A-1-275


     


    

 


Part
3


Selection Notice


 


Applicable
To a FACILITY B Loan


 


	From:	[Borrower] [Company]4




 


	To:	[Agent]




 


	Dated:	[●]




 


Dear
Sirs


 


[Company]
– [●] Senior Facilities Agreement

dated [●] (the “Facilities Agreement”)


 


		1.	We
                                         refer to the Facilities Agreement. This is a Selection Notice. Terms defined in the Facilities
                                         Agreement have the same meaning in this Selection Notice unless given a different meaning
                                         in this Selection Notice.



 


		2.	We
                                         refer to the following [Facility B1] [Facility B2] Loan[s] with an Interest Period ending
                                         on [●]5.



 


		3.	[We
                                         request that the above Loan[s] be divided into [●] Loan[s] with the following Base
                                         Currency Amounts and Interest Periods:]6



 


or


 


[We
request that the next Interest Period for the above [Facility B1] [Facility B2] Loan[s] is [●]].7


 


This
Selection Notice is irrevocable.


 


Yours
faithfully


 


 





 






authorised
signatory for


[the Company on behalf of


[insert name of relevant Borrower]]/[insert name of Borrower]


 


 


 


 





 






	4	Amend
                                         as appropriate. The Selection Notice can be given by the Borrower or the Company.
	 	 	 



	5	Insert details of all Facility B Loans for the relevant Facility which have an Interest Period ending on the same date.
	 	 	 



	6	Use
                                         this option if division of Facility B Loans is requested.
	 	 	 



	7	Use
this option if sub-division is not required.


 






    A-1-276


     


    

 





Schedule
4


Form
of Transfer Certificate


 


	To:	[●] as Agent and [●] as Security Agent






 


	From:	[The Existing Lender] (the “Existing
Lender”) and [The New Lender] (the “New Lender”) [and [Affiliate or Branch] (the “Designated
Affiliate”]






 


	Dated:	[●]






 


[Company]
– [●] Senior Facilities Agreement

dated [●] (the “Facilities Agreement”)


 


		1.	We
                                         refer to the Facilities Agreement and to the Intercreditor Agreement (as defined in the
                                         Facilities Agreement). This agreement (the “Agreement”) shall take
                                         effect as a Transfer Certificate for the purpose of the Facilities Agreement and as a
                                         Creditor/Agent Accession Undertaking for the purposes of the Intercreditor Agreement
                                         (and as defined in the Intercreditor Agreement). Terms defined in the Facilities Agreement
                                         have the same meaning in this Agreement unless given a different meaning in this Agreement.



 


		2.	We
                                         refer to Clause 29.7 (Procedure for transfers) of the Facilities Agreement:



 


		(a)	The
                                         Existing Lender and the New Lender agree to the Existing Lender transferring to the New
                                         Lender by novation all or part of the Existing Lender’s Commitment, rights and
                                         obligations referred to in the Schedule in accordance with Clause 29.7 (Procedure
                                         for transfers).



 


		(b)	The
                                         proposed Transfer Date is [●].



 


		(c)	The
                                         Facility Office and address, fax number and attention details for notices of the New
                                         Lender [and the Designated Affiliate] for the purposes of Clause 38.2 (Addresses)
                                         are set out in the Schedule.



 


		3.	The
                                         New Lender expressly acknowledges the limitations on the Existing Lender’s obligations
                                         set out in Clause 29.6 (Limitation of responsibility of Existing Lenders).



 


		4.	The
                                         benefit of each Transaction Security Document shall be maintained in favour of the New
                                         Lender, without prejudice to paragraph (a) of Clause 29.6 (Limitation of responsibility
                                         of Existing Lenders).



 


		5.	[The
                                         New Lender confirms that it [is]/[is not] a member of the Group.]



 


		6.	The
                                         New Lender confirms (without prejudice to the validity of this Transfer Certificate)
                                         that it is:



 


		(a)	[not
                                         a UK Qualifying Lender;]



 


		(b)	[a
                                         UK Qualifying Lender (other than a UK Treaty Lender);] or



 






    A-1-277


     


    

 


		(c)	[a
UK Qualifying Lender;]8



 


		7.	The
                                         New Lender confirms (without prejudice to the validity of this Transfer Certificate)
                                         that it is:



 


		(a)	[not
                                         a US Qualifying Lender;]; or



 


		(b)	[a
US Qualifying Lender;]9



 


		8.	The
                                         New Lender confirms that it [is]/[is not] a Defaulting Lender.



 


		9.	[The
                                         New Lender confirms that the person beneficially entitled to interest payable to the
                                         Lender in respect of an advance under a Finance Document is either:



 


		(a)	a
                                         company resident in the United Kingdom for United Kingdom tax purposes; or;



 


		(b)	a
                                         partnership each member of which is:



 


		(i)	a
                                         company so resident in the United Kingdom; or



 


		(ii)	a
                                         company not so resident in the United Kingdom which carries on a trade in the United
                                         Kingdom through a permanent establishment and which brings into account in computing
                                         its chargeable profits (within the meaning of section 19 of the CTA) the whole of any
                                         share of interest payable in respect of that advance that falls to it by reason of Part
                                         17 of the CTA; or



 


		(c)	a
                                         company not so resident in the United Kingdom which carries on a trade in the United
                                         Kingdom through a permanent establishment and which brings into account interest payable
                                         in respect of that advance in computing the chargeable profits (within the meaning of
                                         section 19 of the CTA) of that company.]10



 


		10.	[The
                                         New Lender confirms that it holds a passport under the HMRC DT Treaty passport scheme
                                         (reference number [ ]) and is tax resident in [ ],11 so that interest payable
                                         to it by borrowers is generally subject to full exemption from UK withholding tax, and
                                         requests that the Company notify:



 





		(a)	each
                                         Borrower which is a Party as a Borrower as at the Transfer Date; and


 





		(b)	each
                                         Additional Borrower which becomes an Additional Borrower after the Transfer Date;


 


that
it wishes that scheme to apply to the Agreement.]12


 










 










	8	Delete
                                         as applicable – each New Lender is required to confirm which of these three categories
                                         it falls within.
	 	 	 



	9	Delete
                                         as applicable – each New Lender is required to confirm which of these two categories
                                         it falls within.
	 	 	 



	10	Include
                                         only if New Lender is a UK Non-Bank Lender (see Clause 18.1 (Tax Definitions)).
	 	 	 



	11	Insert
                                         jurisdiction of tax residence.



 





	12	Include
                                         if the New Lender holds a passport under the HMRC DT Treaty Passport scheme and wishes
                                         that scheme to apply to the Agreement.


 






    A-1-278


     


    

 


		11.	[The
                                         New Lender confirms that it [is]/[is not] a Non-Acceptable L/C Lender.]



 


		12.	[We
                                         refer to clause [22.4] (Change of Senior Credit Facility Lender) of the Intercreditor
                                         Agreement.



 


In
consideration of [each of the Designated Affiliate and] the New Lender being accepted as a Senior Lender for the purposes of the
Intercreditor Agreement (and as defined therein), [each of the Designated Affiliate and] the New Lender confirms that, as from
the Transfer Date, it intends to be party to the Intercreditor Agreement as a Senior Lender, and undertakes to perform all the
obligations expressed in the Intercreditor Agreement to be assumed by a Senior Lender and agrees that it shall be bound by all
the provisions of the Intercreditor Agreement, as if it had been an original party to the Intercreditor Agreement]


 


It
is expressly agreed that the security created or evidenced by the Transaction Security Documents will be preserved for the benefit
of the New Lender [, the Designated Affiliate] and each other Lender.


 


		1.	[Pursuant
                                         to and subject to Clause 2.5 (Lender Affiliates) of the Facilities Agreement,
                                         the New Lender nominates the Designated Affiliate to discharge its obligations and participate
                                         in the following Revolving Facility Loans [●].]



 


		2.	This
                                         Agreement may be executed in any number of counterparts and this has the same effect
                                         as if the signatures on the counterparts were on a single copy of this Agreement.



 


		3.	This
                                         Agreement and any non-contractual obligations arising out of or in connection with it
                                         are governed by English law.



 


		4.	This
                                         Agreement has been entered into on the date stated at the beginning of this Agreement.



 


Note:
The execution of this Transfer Certificate may not transfer a proportionate share of the Existing Lender’s interest in the
Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents
or other formalities are required to perfect a transfer of such a share in the Existing Lender’s Transaction Security in
any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.


 




    A-1-279


     


    

 


tHE
sCHEDULE


 


Commitment/Rights
and obligations to be transferred


 


[insert
relevant details]


 


[Facility
Office address, fax number and

attention details for notices and account details for payments]


 


	[Existing
                    Lender]


	 	[New Lender]
	 	 	 	 	 
	By:		 	By:	
	 	 	 	 	 
	[[Designated Affiliate]	 	 	 
	 	 	 	 	 
	By:		]	 	 


 


This
Agreement is accepted as a Transfer Certificate for the purposes of the Facilities Agreement by the Agent, and as a Creditor/Agent
Accession Undertaking for the purposes of the Intercreditor Agreement by the Security Agent, and the Transfer Date is confirmed
as [   ].


 


	[Agent]	 
	 		 
	By:		 
	 		 
	[Security Agent]	 
	 		 
	By:		 



 






    A-1-280


     


    

 


Schedule
5

Form of Assignment Agreement


 


	To:	[●] as Agent,
    [●] as Security Agent, [●] as Company, for and on behalf of each Obligor




 


	From:	[the Existing
    Lender] (the “Existing Lender”) and [the New Lender] (the “New Lender”) [and
    [Affiliate or Branch] (the “Designated Affiliate”]




 


	Dated:	[●]




 


[Company]
– [●] Senior Facilities Agreement


dated
[●] (the “Facilities Agreement”)


 


		1.	We
                                         refer to the Facilities Agreement and to the Intercreditor Agreement (as defined in the
                                         Facilities Agreement). This is an Assignment Agreement. This agreement (the “Agreement”)
                                         shall take effect as an Assignment Agreement for the purpose of the Facilities Agreement
                                         and as a Creditor/Agent Accession Undertaking for the purposes of the Intercreditor Agreement
                                         (and as defined in the Intercreditor Agreement). Terms defined in the Facilities Agreement
                                         have the same meaning in this Agreement unless given a different meaning in this Agreement.



 


		2.	We
                                         refer to Clause 29.8 (Procedure for assignment) of the Facilities Agreement:



 


		(a)	The
                                         Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender
                                         under the Facilities Agreement, the other Finance Documents and in respect of the Transaction
                                         Security which correspond to that portion of the Existing Lender’s Commitments
                                         and participations in Utilisations under the Facilities Agreement as specified in the
                                         Schedule.



 


		(b)	The
                                         Existing Lender is released from all the obligations of the Existing Lender which correspond
                                         to that portion of the Existing Lender’s Commitments and participations in Utilisations
                                         under the Facilities Agreement specified in the Schedule.



 


		(c)	The
                                         New Lender becomes a Party as a Lender and is bound by obligations equivalent to those
                                         from which the Existing Lender is released under paragraph (b) above.



 


		3.	The
                                         proposed Transfer Date is [●].



 


		4.	On
                                         the Transfer Date [each of the Designated Affiliate and] the New Lender becomes:



 


		(a)	Party
                                         to the relevant Finance Documents (other than the Intercreditor Agreement) as a Lender;
                                         and



 


		(b)	Party
                                         to the Intercreditor Agreement as a Senior Lender.



 


		5.	The
                                         Facility Office and address, fax number and attention details for notices of the New
                                         Lender [and the Designated Affiliate] for the purposes of Clause 38.2 (Addresses)
                                         are set out in the Schedule.



 






    A-1-281


     


    

 


		6.	The
                                         New Lender expressly acknowledges the limitations on the Existing Lender’s obligations
                                         set out in Clause 29.6 (Limitation of responsibility of Existing Lenders).



 


		7.	[The
                                         New Lender confirms that it [is]/[is not] a member of the Group.]



 


		8.	The
                                         New Lender confirms that it [is]/[is not] a Defaulting Lender.



 


		9.	The
                                         New Lender confirms (without prejudice to the validity of this Assignment Agreement)
                                         that it is:



 


		(a)	[not
                                         a UK Qualifying Lender;]



 


		(b)	[a
                                         UK Qualifying Lender (other than a UK Treaty Lender);] or



 


		(c)	[a
                                         UK Qualifying Lender;]13



 


		10.	The
                                         New Lender confirms (without prejudice to the validity of this Assignment Agreement)
                                         that it is:



 


		(a)	[not
                                         a US Qualifying Lender;]; or



 


		(b)	[a
US Qualifying Lender;]14



 


		11.	[The
                                         New Lender confirms that the person beneficially entitled to interest payable to the
                                         Lender in respect of an advance under a Finance Document is either:



 


		(a)	a
                                         company resident in the United Kingdom for United Kingdom tax purposes; or;



 


		(b)	a
                                         partnership each member of which is:



 


		(i)	a
                                         company so resident in the United Kingdom; or



 


		(ii)	a
                                         company not so resident in the United Kingdom which carries on a trade in the United
                                         Kingdom through a permanent establishment and which brings into account in computing
                                         its chargeable profits (within the meaning of section 19 of the CTA) the whole of any
                                         share of interest payable in respect of that advance that falls to it by reason of Part
                                         17 of the CTA; or



 


		(c)	a
                                         company not so resident in the United Kingdom which carries on a trade in the United
                                         Kingdom through a permanent establishment and which brings into account interest payable
                                         in respect of that advance in computing the chargeable profits (within the meaning of
                                         section 19 of the CTA) of that company.]15



 


 


 







 









	13	Delete
                                         as applicable – each New Lender is required to confirm which of these three categories
                                         it falls within.
	 	 



	14	Delete
                                         as applicable – each New Lender is required to confirm which of these two categories
                                         it falls within.



 


	15	Include
                                         only if New Lender is a UK Non-Bank Lender (see Clause 18.1 (Tax Definitions)).



 






    A-1-282


     


    

 


		12.	[The
                                         New Lender confirms that it holds a passport under the HMRC DT Treaty passport scheme
                                         (reference number [ ]) and is tax resident in [ ],16 so that interest payable
                                         to it by borrowers is generally subject to full exemption from UK withholding tax, and
                                         requests that the Company notify:



 


		(a)	each
                                         Borrower which is a Party as a Borrower as at the Transfer Date; and



 


		(b)	each
                                         Additional Borrower which becomes an Additional Borrower after the Transfer Date;



 


that
it wishes that scheme to apply to the Agreement.]17


 


		13.	[The
                                         New Lender confirms that it [is]/[is not] a Non-Acceptable L/C Lender.].



 


		14.	[The
                                         New Lender confirms that it [is]/[is not] a Non-Acceptable L/C Lender.]



 


		15.	[We
                                         refer to clause [22.4] (Change of Senior Credit Facility Lender) of the Intercreditor
                                         Agreement:



 


In
consideration of [each of the Designated Affiliate and] the New Lender being accepted as a Senior Lender for the purposes of the
Intercreditor Agreement (and as defined in the Intercreditor Agreement), [each of the Designated Affiliate and] the New Lender
confirms that, as from the Transfer Date, it intends to be party to the Intercreditor Agreement as a Senior Lender, and undertakes
to perform all the obligations expressed in the Intercreditor Agreement to be assumed by a Senior Lender and agrees that it shall
be bound by all the provisions of the Intercreditor Agreement, as if it had been an original party to the Intercreditor Agreement.


 


It
is expressly agreed that the security created or evidenced by the Transaction Security Documents will be preserved for the benefit
of the New Lender[, the Designated Affiliate] and each other Lender.]


 


		1.	[Pursuant
                                         to and subject to Clause 2.5 (Lender Affiliates) of the Facilities Agreement,
                                         the New Lender nominates the Designated Affiliate to discharge its obligations and participate
                                         in the following Revolving Facility Loans [●].]



 


		2.	This
                                         Agreement acts as notice to the Agent (on behalf of each Finance Party) and to the Company
                                         (on behalf of each Obligor) of the assignment referred to in this Agreement.



 


 


 







 






	16	Insert
                                         jurisdiction of tax residence.
	 	 



	17	Include
                                         if the New Lender holds a passport under the HMRC DT Treaty Passport scheme and wishes
                                         that scheme to apply to the Agreement.


  






    A-1-283


     


    

  


		3.	This
                                         Agreement may be executed in any number of counterparts and this has the same effect
                                         as if the signatures on the counterparts were on a single copy of this Agreement.



 


		4.	This
                                         Agreement and any non-contractual obligations arising out of or in connection with it
                                         are governed by English law.



 


		5.	This
                                         Agreement has been entered into on the date stated at the beginning of this Agreement.



 


Note:
The execution of this Assignment Agreement may not transfer a proportionate share of the Existing Lender’s interest in the
Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents
or other formalities are required to perfect a transfer of such a share in the Existing Lender’s Transaction Security in
any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.


 




    A-1-284


     


    

  


THE
SCHEDULE


 


COMMITMENT/RIGHTS
AND OBLIGATIONS TO BE TRANSFERRED


 


BY
ASSIGNMENT, RELEASE AND ACCESSION


 


[insert
relevant details]


 


[Facility
Office address, fax number and

attention details for notices and account details for payments]


 


	


[Existing
Lender]


	 	[New Lender]
	 	 	 	 	 
	By:		 	By:	
	 	 	 	 	 
	[[Designated Affiliate]	 	 	 
	 	 	 	 	 
	By:	]	 	 	 


 


This
Agreement is accepted as an Assignment Agreement for the purposes of the Facilities Agreement by the Agent, and as a Creditor/Agent
Accession Undertaking for the purposes of the Intercreditor Agreement by the Security Agent, and the Transfer Date is confirmed
as [  ].


 


Signature
of this Agreement by the Agent constitutes confirmation by the Agent of receipt of notice of the assignment referred to in this
Agreement, which notice the Agent receives on behalf of each Finance Party.


 


	[Agent]	 
	 	 	 
	By:		 
	 	 	 
	[Security Agent]	 
	 	 	 
	By:		 




 




    A-1-285


     


    

 


Schedule
6

Form of Accession Deed


 


	To:	[●] as Agent
    and [●] as Security Agent for itself and each of the other parties to the Intercreditor Agreement referred to below




 


	From:	[Subsidiary]
    and [Company]




 


	Dated:	[●]




 


Dear
Sirs


 


[Company]
– [●] Senior Facilities Agreement

dated [●] (the “Facilities Agreement”)


 


		1.	We
                                         refer to the Facilities Agreement and to the Intercreditor Agreement. This deed (the
                                         “Accession Deed”) shall take effect as an Accession Deed for the purposes
                                         of the Facilities Agreement and as a Debtor Accession Deed for the purposes of the Intercreditor
                                         Agreement (and as defined in the Intercreditor Agreement). Terms defined in the Facilities
                                         Agreement have the same meaning in this Accession Deed unless given a different meaning
                                         in this Accession Deed.



 


		2.	[Subsidiary]
                                         agrees to become an Additional [Borrower]/[Guarantor] and to be bound by
                                         the terms of the Facilities Agreement and the other Finance Documents (other than the
                                         Intercreditor Agreement) as an Additional [Borrower]/[Guarantor] pursuant
                                         to [Clause 31.2 (Additional Borrowers)]/[Clause 31.3 (Additional
                                         Guarantors)] of the Facilities Agreement. [Subsidiary] is a company duly incorporated
                                         under the laws of [name of relevant jurisdiction] and registered number [●].



 


		3.	[Subsidiary’s]
                                         administrative details for the purposes of the Facilities Agreement and the Intercreditor
                                         Agreement are as follows:



 


Address: [●]


 


Fax
No.: [●]


 


Attention: [●]


 


		4.	[Subsidiary]
                                         (for the purposes of this paragraph 4, the “Additional Obligor”) intends
                                         to [incur Liabilities under the following documents]/[give a guarantee, indemnity or
                                         other assurance against loss in respect of Liabilities under the following documents]:



 


[Insert
details (date, parties and description) of relevant documents]


 


the
“Relevant Documents”.


 


		5.	The
                                         Company and the Subsidiary make the Repeating Representations to the Finance Parties
                                         on the date of this Accession Deed.



 






    A-1-286


     


    

 


IT
IS AGREED as follows:


 


		(a)	Terms
                                         defined in the Intercreditor Agreement shall, unless otherwise defined in this Accession
                                         Deed, bear the same meaning when used in this paragraph 5.



 


		(b)	The
                                         Additional Obligor and the Security Agent agree that the Security Agent shall hold:



 


		(i)	[any
                                         Security in respect of Liabilities created or expressed to be created pursuant to the
                                         Relevant Documents;



 


		(ii)	all
                                         proceeds of that Security; and]18



 


		(iii)	all
                                         obligations expressed to be undertaken by the Additional Obligor to pay amounts in respect
                                         of the Liabilities to the Security Agent as trustee for the Secured Parties (in the Relevant
                                         Documents or otherwise) and secured by the Transaction Security together with all representations
                                         and warranties expressed to be given by the Additional Obligor (in the Relevant Documents
                                         or otherwise) in favour of the Security Agent as trustee for the Secured Parties,



 


on
trust (or as otherwise provided for in the Intercreditor Agreement) for the Secured Parties on the terms and conditions contained
in the Intercreditor Agreement.


 


		(c)	The
                                         Additional Obligor confirms that it intends to be party to the Intercreditor Agreement
                                         as a Debtor, undertakes to perform all the obligations expressed to be assumed by a Debtor
                                         under the Intercreditor Agreement and agrees that it shall be bound by all the provisions
                                         of the Intercreditor Agreement as if it had been an original party to the Intercreditor
                                         Agreement.



 


		(d)	[In
                                         consideration of the Additional Obligor being accepted as an Intra Group Lender for the
                                         purposes of the Intercreditor Agreement, the Additional Obligor also confirms that it
                                         intends to be party to the Intercreditor Agreement as an Intra Group Lender, and undertakes
                                         to perform all the obligations expressed in the Intercreditor Agreement to be assumed
                                         by an Intra Group Lender and agrees that it shall be bound by all the provisions of the
                                         Intercreditor Agreement, as if it had been an original party to the Intercreditor Agreement].19



 


		6.	[Subsidiary]
                                         confirms it is a company incorporated in [●]20 and requests that each
                                         Lender considers its UK Qualifying Lender status in respect of [Subsidiary].



 


 


 







 






	18	Include
to the extent that the Security created in the Relevant Documents is expressed to be granted to the Security Agent as trustee
for the Secured Parties. 




 


	19	Include
                                         this paragraph in this Accession Deed if the Subsidiary is also to accede as an Intra
                                         Group Lender to the Intercreditor Agreement.



 


	20	Delete
                                         as applicable



 



    A-1-287


     


    




 


		7.	[Add
                                         applicable guarantee limitation language to the extent such guarantee limitation language
                                         in Clause 23 (Guarantees and Indemnity) is insufficient for the relevant
                                         Additional Obligor].



 


		8.	This
                                         Accession Deed and any non-contractual obligations arising out of or in connection with
                                         it are governed by English law.



 


THIS
ACCESSION DEED has been signed on behalf of the Security Agent (for the purposes of paragraph 5 above only), signed on behalf
of the Company and executed as a deed by [Subsidiary] and is delivered on the date stated above.


 


	Subsidiary	 
	 	 
	SIGNED as a DEED For and on behalf of	 
	 	 
	[●]	 
	 	 
	 	 
	Director/Secretary	 
	 	 
	OR	 
	 	 
	SIGNED as a DEED For and on behalf of	 
	 	 
	[●]	 
	 	 
	 	 
	By: [●]	 
	 	 
	Director/Secretary	 
	 	 
	in the presence of	 
	 	 
	 	 
	Witness	 
	 	 
	The Company	 
	 	 
	 	 
	By: [●]	 
	 	 
	The Security Agent	 
	 	 
	 	 
	By: [●]	 




 




    A-1-288


     


    

  


Schedule
7


Form
of Resignation Letter


 


	To:	[●] as Agent and [●] as Security
    Agent for itself and each of the other parties to the Intercreditor Agreement referred to below






 


	From:	[Subsidiary] and [The Company]






 


	Dated:	[●]






 


Dear
Sirs


 


[Company]
– [●] Senior Facilities Agreement dated [●] (the “Facilities Agreement”)


 


		1.	We
                                         refer to the Facilities Agreement. This is a Resignation Letter. Terms defined in the
                                         Facilities Agreement have the same meaning in this Resignation Letter unless given a
                                         different meaning in this Resignation Letter.



 


		2.	Pursuant
                                         to Clause 31.4 (Resignation of an Obligor), we request that [resigning Obligor]
                                         be released from its obligations as a [Borrower]/[Guarantor] under the Facilities Agreement
                                         and the Finance Documents (other than the Intercreditor Agreement).



 


		3.	We
                                         confirm that:



 


		(a)	no
                                         Default is continuing or would result from the acceptance of this request; and



 


		(b)	*[[this
                                         request is given in relation to a Third Party Disposal of [resigning Obligor];



 


		(c)	[●]**



 


		4.	This
                                         Resignation Letter and any non-contractual obligations arising out of or in connection
                                         with it are governed by English law.



 


	The Company	 
	 	 
	By: [●]	 
	 	 
	The Agent	 
	 	 




 


NOTES:


 


	*	Insert
                                         where resignation only permitted in case of a Third Party Disposal.



 


		**	Insert
                                         any other conditions required by the Facilities Agreement.



 






    A-1-289


     


    

 


Schedule
8

Compliance Certificates


 


Part
1

Form of Quarterly Compliance Certificate


 


	To:	[●] as Agent




 


	From:	[Company]




 


	Dated:	[●]




 


Dear
Sirs


 


[Company]
– [●] Senior Facilities Agreement

dated [●] (the “Facilities Agreement”)


 


	1.	We
                                         refer to the Facilities Agreement. This is a Quarterly Compliance Certificate. Terms
                                         defined in the Facilities Agreement have the same meaning when used in this Compliance
                                         Certificate unless given a different meaning in this Compliance Certificate.



 


	2.	We
                                         confirm that in respect of the Relevant Period ended on [●] (the “Test
                                         Date”) Consolidated Total Net Debt on the Relevant Date was [●] and Consolidated
                                         Pro Forma EBITDA for such Relevant Period was [●]. Therefore Consolidated Total
                                         Net Debt at such time was [●] times Consolidated Pro Forma EBITDA for the Test
                                         Date and the covenant contained in Clause 26.3 (Leverage) of the Agreement
                                         [has/has not] been complied with.



 


	3.	We
                                         confirm that Consolidated Total Net Debt was [●] times Consolidated Pro Forma EBITDA
                                         for the Test Date, therefore the Facility B1 Margin should be [●] per cent. p.a.,
                                         the Facility B2 Margin should be [●] per cent. p.a. and the Revolving Facility
                                         Margin should be [●] per cent. p.a..



 


	4.	With
                                         respect to the baskets, tests or permissions listed below where an element is set by
                                         reference to a percentage Consolidated Pro Forma EBITDA, we confirm that the Euro equivalent
                                         of such percentage is:



 


[List
out relevant baskets, tests or permissions together with applicable percentages and Euro equivalents]


 


	5.	We
                                         confirm that as at the Relevant Period ended on [●], the aggregate (without double
                                         counting) earnings before interest, tax, depreciation and amortisation (calculated on
                                         a LTM basis on the same basis as Consolidated EBITDA) (but taking each entity on an unconsolidated
                                         basis and excluding all intra-Group items, goodwill and investments in Subsidiaries of
                                         any member of the Group (in each case to the extent applicable)) of the Guarantors was
                                         equal to [●] per cent, of Consolidated EBITDA of the Group, and therefore the Guarantor
                                         Coverage Level set out in paragraph (c) of Clause 27.27 (Guarantees and Security)
                                         [has/has not] been met.



 


	6.	We
                                         confirm that £[●] of the Available Amount was utilised as at the end of the
                                         most recent Financial Quarter.



 


	7.	We
                                         confirm that the members of the Group which were Dormant Subsidiaries as at the end of
                                         the most recent Financial Quarter are [●].



 


	8.	[Other
                                         information requirements (if any) as per the Facility Agreement].



 


	9.	[We
confirm that no Default is continuing.]21



 


SIGNED


 


 







 






Director
of [Company]


 


 


 


 







 






	21	If this statement cannot be made, the certificate
    should identify any Default that is continuing and the steps, if any, being taken to remedy it.




 




    A-1-290


     


    

 


Part
2

Form of Annual Compliance Certificate


 


	To:	[●] as Agent




 


	From:	[Company]




 


	Dated:	[●]




 


Dear
Sirs


 


[Company]
– [●] Senior Facilities Agreement

dated [●] (the “Facilities Agreement”)


 


	1.	We
                                         refer to the Facilities Agreement. This is an Annual Compliance Certificate. Terms defined
                                         in the Facilities Agreement have the same meaning when used in this Compliance Certificate
                                         unless given a different meaning in this Compliance Certificate.



 


	2.	We
                                         confirm that in respect of the Relevant Period ended on [●] (the “Test
                                         Date”), Consolidated Total Net Debt on the Relevant Date was [●] and
                                         Consolidated Pro Forma EBITDA for such Relevant Period was [●]. Therefore Consolidated
                                         Total Net Debt at such time was [●] times Consolidated Pro Forma EBITDA for the
                                         Test Date and the covenant contained in Clause 26.3 (Leverage) of the Agreement
                                         [has/has not] been complied with.



 


	3.	Excess
                                         Cash Flow for the Financial Year of the Group ending [●] was [●]. As the
                                         Leverage Ratio is [●], the Excess Cash Flow to be applied in prepayment pursuant
                                         to Clause 12.3 (Excess Cash Flow) of the Agreement will be [●].



 


	4.	We
                                         confirm that Consolidated Total Net Debt was [●] times Consolidated Pro Forma EBITDA
                                         for the Test Date, therefore the Facility B1 Margin should be [●] per cent. p.a.,
                                         the Facility B2 Margin should be [●] per cent. p.a. and the Revolving Facility
                                         Margin should be [●] per cent. p.a..



 


	5.	We
                                         confirm that the Material Subsidiaries are:



 


		(a)	[●];



 


		(b)	[●].



 


	6.	We
                                         confirm that as at the Relevant Period ended on [●], the aggregate (without double
                                         counting) earnings before interest, tax, depreciation and amortisation (calculated on
                                         a LTM basis on the same basis as Consolidated EBITDA) (but taking each entity on an unconsolidated
                                         basis and excluding all intra-Group items, goodwill and investments in Subsidiaries of
                                         any member of the Group (in each case to the extent applicable)) of the Guarantors was
                                         equal to [●] per cent, of Consolidated EBITDA of the Group, and therefore the Guarantor
                                         Coverage Level set out in paragraph (c) of Clause 27.27 (Guarantees and Security)
                                         [has/has not] been met.



 


	7.	[Other
                                         information requirements (if any) as per the Facility Agreement].



 


	8.	[We
                                         confirm that no Default is continuing.]22



 


SIGNED


 


 







 






Director
of [Company]


[insert
applicable certification language]


 


 







 



for
and on behalf of


[name
of Auditors of the Company]


 


 


 


 


 







 






		22	If
this statement cannot be made, the certificate should identify any Default that is continuing and the steps, if any, being taken
to remedy it.



 




    A-1-291


     


    

 


Schedule
9

Timetables


 


Part
1

Loans


 


	 	 	Loans
    in Sterling	 	Loans
    in other currencies
	Agent
    notifies the Company if a currency is approved as an Optional Currency in accordance with Clause 4.3 (Conditions relating
    to Optional Currencies)	 	-	 	U-4
	Delivery of a duly
    completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request)) or a Selection Notice (Clause 15.1
    (Selection of Interest Periods and Terms))	 	U-3 (or U-1 on the
    Closing Date)
 
 11:00 a.m.	 	U-3 (or U-1 on the
    Closing Date)
 
 11:00 a.m.
	Agent determines (in
    relation to Utilisation) the Base Currency Amount of the Loan, if required under Clause 5.4 (Lenders’ participation)	 	U-3 (or U-1 on the
    Closing Date)
 
 11:00 a.m.	 	U-3 (or U-1 on the
    Closing Date)
 
 11:00 a.m.
	Agent notifies the
    Lenders of the Loan in accordance with Clause 5.4 (Lenders’ participation)	 	U-3 (or U-1 on the
    Closing Date)
 
 4:30 p.m.	 	U-3 (or U-1 on the
    Closing Date)
 
 4:30 p.m.
	Agent receives a
    notification from a Lender under Clause 8.2 (Unavailability of a currency)	 	Quotation
                                 Day

                                  
9.00
                                 a.m.
	 	Quotation
                                 Day

                                  
9.00
                                 a.m.

	Agent
    gives notice in accordance with Clause 8.2 (Unavailability of a currency)	 	Quotation
                                 Day

                                  
4.30
                                 p.m.
	 	Quotation
                                 Day

                                  
4.30
                                 p.m.

	Agent determines amount
    of the Loan in Optional Currency in accordance with Clause 35.10 (Change of currency)	 	U

                                  
11.00
                                 a.m.
	 	U-3

                                  
11.00
                                 a.m.

	EURIBOR
    or LIBOR is fixed:	 	LIBOR:

                                                      
Quotation
                                         Day as of 11:00 a.m.
	 	EURIBOR:

                                  

                                 Quotation
                                 Day as of 11.00 a.m. London time

                                  

                                 Other
                                 currencies (unless otherwise advised by the Agent):

                                  

                                 Quotation
                                 Day as of 11.00 a.m.




 


	“U”	=	the
    Utilisation Date
	 	 	 
	“U-X”	=	X
    Business Days prior to the Utilisation Date





 






    A-1-292


     


    




 


Part
2

Letters Of Credit


 


	 	 	Letters
    of Credit
	Delivery
    of a duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request))	 	U-3 (or
    U-1 on the Closing Date)
 
 11:00 a.m.
	Agent
    determines (in relation to Utilisation) the Base Currency Amount of the Letter of Credit if required under paragraph (f) of
    Clause 6.5 (Issue of Letters of Credit) and notifies the Issuing Bank and Lenders of the Letter of Credit in accordance
    with paragraph (f) of Clause 6.5 (Issue of Letters of Credit).	 	U-3
    (or U-1 on the Closing Date)
 
 11:00 a.m.
	Delivery
    of duly completed Renewal Request (Clause 6.6 (Renewal of a Letter of Credit))	 	U-3 
11.00 a.m.



  


	“U”	=	the
    Utilisation Date, or, if applicable, in the case of a Letter of Credit to be renewed in accordance with Clause 6.6 (Renewal
    of a Letter of Credit), the first day of the proposed term of the renewed Letter of Credit
	 	 	 
	“U-X”	=	Business
    Days prior to the Utilisation Date





 






    A-1-293


     


    




 


Schedule
10

Form of Letters of Credit


 


	To:	[Beneficiary]
    (the “Beneficiary”)




 


	Date	[●]




 


Irrevocable
Standby Letter of Credit no. [●]


 


At
the request of [●], [Issuing Bank] (the “Issuing Bank”) issues this irrevocable standby Letter of Credit
(“Letter of Credit”) in your favour on the following terms and conditions:


 


	1.	Definitions



 


In
this Letter of Credit:


 


“Business
Day” means a day (other than a Saturday or a Sunday) on which banks are open for general business in [London].23


 


“Demand”
means a demand for a payment under this Letter of Credit in the form of the schedule to this Letter of Credit.


 


“Expiry
Date” means [●].


 


“Total
L/C Amount” means [●].


 


	2.	Issuing
                                         Bank’s agreement



 


	2.1	The
                                         Beneficiary may request a utilisation or utilisations under this Letter of Credit by
                                         giving to the Issuing Bank a duly completed Demand. A Demand must be received by the
                                         Issuing Bank by no later than [●] p.m. ([London] time) on the Expiry Date.



 


	2.2	Subject
                                         to the terms of this Letter of Credit, the Issuing Bank unconditionally and irrevocably
                                         undertakes to the Beneficiary that, within [•] Business Days of receipt by it of
                                         a Demand, it must pay to the Beneficiary the amount demanded in that Demand.



 


	2.3	The
                                         Issuing Bank will not be obliged to make a payment under this Letter of Credit if as
                                         a result the aggregate of all payments made by it under this Letter of Credit would exceed
                                         the Total L/C Amount.



 


	3.	Expiry



 


	3.1	The
                                         Issuing Bank will be released from its obligations under this Letter of Credit on the
                                         date (if any) notified by the Beneficiary to the Issuing Bank as the date upon which
                                         the obligations of the Issuing Bank under this Letter of Credit are released.



 


	3.2	Unless
                                         previously released under paragraph 3.1 above, on [●] p.m. ([London] time)
                                         on the Expiry Date the obligations of the Issuing Bank under this Letter of Credit will
                                         cease with no further liability on the part of the Issuing Bank except for any Demand
                                         validly presented under the Letter of Credit that remains unpaid.



 


 


 







 














	23	This may need to be amended depending on the
    currency of payment under the Letter of Credit.



 






    A-1-294


     


    

 


	3.3	When
                                         the Issuing Bank is no longer under any further obligations under this Letter of Credit,
                                         the Beneficiary must return the original of this Letter of Credit to the Issuing Bank.



 


	4.	Payments



 


All
payments under this Letter of Credit shall be made in [●] and for value on the due date to the account of the Beneficiary
specified in the Demand.


 


	5.	Delivery
                                         of Demand



 


Each
Demand shall be in writing, and, unless otherwise stated, may be made by letter, fax or telex and must be received in legible
form by the Issuing Bank at its address and by the particular department or office (if any) as follows:


 


[●]


 


	6.	Assignment



 


The
Beneficiary’s rights under this Letter of Credit may not be assigned or transferred.


 


	7.	ISP



 


Except
to the extent it is inconsistent with the express terms of this Letter of Credit, this Letter of Credit is subject to the International
Standby Practices (ISP 98), International Chamber of Commerce Publication No. 590.


 


	8.	Governing
                                         Law



 


This
Letter of Credit and any non-contractual obligations arising out of or in connection with it are governed by English law.


 


	9.	Jurisdiction



 


The
courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Letter of Credit
(including a dispute relating to any non-contractual obligation arising out of or in connection with this Letter of Credit).


 


Yours
faithfully


 


[Issuing
Bank]


 


	 	By:
    	 	 





 






    A-1-295


     


    




 


SCHEDULE


 


Form
Of Demand


 


	To:	[Issuing Bank]




 


	Date:	[●]




 


Dears
Sirs


 


Standby
Letter of Credit no. [●] issued in favour of [Beneficiary] (the “Letter of Credit”)


 


	1.	We
                                         refer to the Letter of Credit. Terms defined in the Letter of Credit have the same meaning
                                         when used in this Demand.



 


	2.	We
                                         certify that the sum of [●] is due [and has remained unpaid for at least [●]
                                         Business Days] [under [set out underlying contract or agreement]]. We therefore demand
                                         payment of the sum of [●].



 


Payment
should be made to the following account:


 


Name:[●]


 


Account
Number:[●]


 


Bank:[●]


 


	3.	The
                                         date of this Demand is not later than the Expiry Date.



 


Yours
faithfully


 


 







 






(Authorised
Signatory)


 


 







 






(Authorised
Signatory)


 


For
[Beneficiary]


 




    A-1-296


     


    

 


Schedule
11

Agreed Security Principles


 


	1.	Security
                                         Principles



 


		(a)	The
                                         guarantees and security to be provided under the Finance Documents will be given in accordance
                                         with the agreed security principles set out in this Schedule. This Schedule addresses
                                         the manner in which the agreed security principles will impact on the guarantees and
                                         security proposed to be taken in relation to this transaction. Unless otherwise stated
                                         below or otherwise agreed, Security shall be given over all of the assets of an Obligor
                                         and the shares in it and any intercompany indebtedness owed by it to any of its Holding
                                         Companies.



 


		(b)	The
                                         Agreed Security Principles embody recognition by all parties that there may be certain
                                         legal and practical difficulties in obtaining guarantees and security from each Obligor
                                         in every jurisdiction in which the Obligors are located. In particular:



 


		(i)	general
                                         legal and statutory limitations (including, with respect to the relevant jurisdictions
                                         for which guarantee limitation language is set out in Clause 23.11 (Guarantee
                                         Limitations: General), such limitations as set out therein), regulatory restrictions
                                         financial assistance, corporate benefit, fraudulent preference, equitable subordination,
                                         “transfer pricing”, “thin capitalisation”, “earnings stripping”,
                                         “controlled foreign corporation” “exchange control restrictions”
                                         and “capital maintenance” rules, tax restrictions retention of title claims,
                                         employee consultation or approval requirements and similar principles may limit the ability
                                         of a member of the Group to provide a guarantee or security or may require that the guarantee
                                         or security be limited as to its amount or otherwise and, if so, the guarantee or security
                                         will be limited accordingly;



 


		(ii)	the
                                         security (including, for the avoidance of doubt, the maximum amount secured thereunder)
                                         and extent of its perfection will be agreed taking into account the cost to the Group
                                         of providing security (including, but not limited to, any notarial costs or increase
                                         to the tax cost of the Group, stamp duty and registration taxes and all applicable legal
                                         fees) so as to ensure that it is proportionate to the benefit accruing to the Finance
                                         Parties and such cost shall not exceed any amount which may be agreed between the Company
                                         and the Security Agent;



 


		(iii)	any
                                         assets subject a legal requirement or third party contract, lease, licence, instrument
                                         or other third party arrangements which are expressly permitted by this Agreement and
                                         which prevent or condition those assets from being charged, secured or otherwise subject
                                         to the applicable security document (including requiring a consent of any third party,
                                         supervisory board or works council (or equivalent)) will be excluded from any relevant
                                         security document whilst such third party arrangements remain in place provided that
                                         all commercially reasonable endeavours to obtain consent to charging any such assets
                                         shall be used by the Obligors if the relevant asset is material and (prior to the occurrence
                                         of an Event of Default which is continuing only) if the Company reasonably determines
                                         that such endeavours will not involve placing material commercial relationships with
                                         third parties in jeopardy;



 






    A-1-297


     


    

 


		(iv)	members
                                         of the Group will not be required to give guarantees or enter into security documents
                                         it is not within the legal capacity of the relevant member of the Group or if it would
                                         conflict with the fiduciary or statutory duties of their directors or contravene any
                                         applicable legal, regulatory or contractual prohibition or restriction or have the potential
                                         to result in a material risk of personal or criminal liability on the part of any director
                                         or officer; provided that the relevant Group member shall use all commercially reasonable
                                         endeavours to overcome any such obstacle;



 


		(v)	it
                                         is expressly acknowledged that it may be either impossible or impractical to create security
                                         over certain categories of assets in which event security will not be taken over such
                                         assets provided that the relevant Obligor takes all reasonable steps to comply with any
                                         procedure which overcomes or mitigates that impossibility or practicality;



 


		(vi)	any
                                         asset which, if subject to the applicable security document, would give a third party
                                         the right to terminate or otherwise amend any rights, benefits and/or obligations with
                                         respect to any member of the Group in respect of the asset in a materially adverse way
                                         or require the relevant Obligor to take any action materially adverse to the interests
                                         of the Group or any member thereof, in each case will be excluded from a guarantee or
                                         security document;



 


		(vii)	the
                                         granting of guarantees or security, or the perfection of security, when required, and
                                         other legal formalities will be completed as soon as practicable and, in any event, within
                                         the time periods specified in the Finance Documents therefore or (if earlier or to the
                                         extent no such time periods are specified in the Finance Documents) within the time periods
                                         specified by applicable law in order to ensure due perfection. Unless otherwise specified
                                         in the Finance Documents, the granting or perfection of security will not be required
                                         if it would have a material adverse effect on the ability of the relevant Obligor or
                                         any other member of the Group to conduct its operations and business in the ordinary
                                         course or as otherwise permitted by the Finance Documents (including, without limitation,
                                         notification of receivables security to third party debtors until an Event of Default
                                         has occurred and is continuing provided that, for the avoidance of doubt, if it is only
                                         the perfection of security which would give rise to such a material adverse effect then
                                         the security will still be granted but not perfected). The registration of security interests
                                         in intellectual property will only be in respect of material intellectual property in
                                         the UK, the EU and the USA subject to the general principles set out in these Agreed
                                         Security Principles;



 






    A-1-298


     


    

 


		(viii)	no
                                         guarantee from, or security will be required to be given by, persons or over (and no
                                         consent shall be required to be sought with respect to) assets which are required (by
                                         contracts entered into prior to (and not in contemplation of) the acquisition of such
                                         acquired indebtedness) to support acquired indebtedness to the extent such acquired indebtedness
                                         is permitted by this Agreement to remain outstanding after an acquisition unless such
                                         guarantees or security are permitted or not otherwise prohibited under the terms of such
                                         acquired indebtedness. No member of a target group acquired pursuant to an acquisition
                                         expressly permitted by this Agreement shall be required to become a Guarantor or grant
                                         security with respect to the Facilities if prevented by the terms of the documentation
                                         governing that acquired indebtedness to the extent entered into prior to (and in contemplation
                                         of) such acquisition;



 


		(ix)	no
                                         title investigations or other diligence on assets will be required and no title insurance
                                         will be required;



 


		(x)	guarantees
                                         and security will not be required from or over the assets of, any joint venture or similar
                                         arrangement, any minority interest or any member of the Group that is not wholly-owned
                                         by another member of the Group to the extent the constituent documents of such joint
                                         venture or similar arrangement, minority interest or member of the Group that is not
                                         wholly-owned by another member of the Group prohibit granting guarantees and security
                                         provided that all commercially reasonable endeavours to obtain consent to charging any
                                         such assets (where otherwise prohibited) shall be used by the Group for a specified period
                                         of time, provided that no Obligor shall be required to take any action to obtain the
                                         consent, if in the view of the Company, such action would be materially adverse to the
                                         interests of the Group or any member thereof;



 


		(xi)	Other
                                         than share security over an Obligor’s subsidiaries that are Guarantors, all security
                                         shall be governed by (subject to the final sentence of this paragraph) the law of and
                                         secure assets located in the jurisdiction of incorporation of that Obligor (or, in the
                                         case of any US Obligor, governed by New York law). Share security over any subsidiary
                                         will be governed by the law of the place of incorporation of that subsidiary (or, in
                                         the case of any US Obligor, governed by New York law). With respect to any Obligor with
                                         material assets outside its jurisdiction of incorporation such security (if any) over
                                         such assets shall be governed by the laws of the jurisdiction in which such material
                                         assets are located (subject always to the other provisions of these Agreed Security Principles);



 


		(xii)	no
                                         perfection action will be required in jurisdictions where Obligors are not incorporated
                                         (other than (i) in respect of security over intercompany receivables, notification of
                                         intra-group companies located in other jurisdictions than the pledgor(s), (ii) in respect
                                         of material intellectual property of a US Obligor, filings at the United Stated Patent
                                         and Trademark Office or the United States Copyright Office, as applicable and (iii) any
                                         perfection actions required in the jurisdiction in which share security is held) but
                                         perfection action may be required in the jurisdiction of incorporation of one Obligor
                                         in relation to security granted by another Obligor incorporated in a different jurisdiction;
                                         and



 






    A-1-299


     


    

 


		(xiii)	other
                                         than a general security agreement and related filing, no perfection action will be required
                                         with respect to assets of a type not owned by members of the Group.



 


	2.	Guarantors
                                         and Security



 


		(a)	Subject
                                         to the guarantee limitations set out in Clause 23.11 (Guarantee Limitations:
                                         General), or, in the case of an Additional Obligor, the guarantee limitations set
                                         out in the relevant Accession Deed, each guarantee will be an upstream, cross-stream
                                         and downstream guarantee, and each guarantee and security will be for all liabilities
                                         of the Obligors under the Finance Documents in accordance with, and subject to, the requirements
                                         of the Agreed Security Principles in each relevant jurisdiction. The Transaction Security
                                         Documents will secure all liabilities of the Obligors under the Finance Documents, in
                                         each case in accordance with, and subject to, the requirements of the Agreed Security
                                         Principles in each relevant jurisdiction.



 


		(b)	Where
                                         an Obligor pledges shares, the security document will be governed by the laws of the
                                         company whose shares are being pledged and not by the law of the country of the pledgor.
                                         Subject to these principles, the shares in each Guarantor shall be secured. The shares
                                         held by a Guarantor in a Subsidiary that is not a Guarantor shall not be required to
                                         be the subject of Security.



 


		(c)	To
                                         the extent legally effective, all security shall be given in favour of the Security Agent
                                         and not the Finance Parties individually. “Parallel debt” provisions will
                                         be used where necessary; such provisions will be contained in the Intercreditor Agreement
                                         and not the individual security documents unless required under local laws. To the extent
                                         legally possible, there should be no action required to be taken in relation to the guarantees
                                         or security when any Bank assigns or transfers any of its participation in the Facilities
                                         to a New Lender.



 


		(d)	Unless
                                         otherwise expressly agreed in any Finance Documents, the Guarantors will not be required
                                         to pay or be liable for any costs of any re-execution, notarisation, re-registration,
                                         amendment or other perfection requirement for any security on any assignment or transfer
                                         by the Mandated Lead Arrangers or any Existing Lender to a New Lender and the relevant
                                         costs or fees shall be for the account of the New Lender.



 


		(e)	Any
                                         security document shall only be required to be notarised or notarially certified if required
                                         by law in order for the relevant security to become effective, enforceable or admissible
                                         in evidence.



 


		(f)	Each
                                         Obligor incorporated under the laws of the UK must grant a qualifying floating charge
                                         over all its assets to the Security Agent.



 






    A-1-300


     


    

 


	3.	Terms
                                         of Security Documents



 


The
following principles will be reflected in the terms of any security taken as part of this transaction:


 


		(a)	the
                                         security will be first ranking, to the extent possible;



 


		(b)	security
                                         will not be enforceable until a Declared Default has occurred;



 


		(c)	the
                                         Security Agent, Lenders and Hedge Counterparties shall only be able to exercise a power
                                         of attorney following the occurrence of an Event of Default which is continuing or failure
                                         by the relevant Obligor to perform any security creation, preservation, protection, enforcement
                                         or perfection obligation or further assurance obligation under or relating to a Finance
                                         Document;



 


		(d)	subject
                                         to the legal requirements in the relevant jurisdictions, the Transaction Security Documents
                                         should only operate to create, protect, preserve, enforce and perfect security rather
                                         than to impose new commercial obligations, interfere unreasonably with the operation
                                         of its business or repeat clauses contained in other Finance Documents, and accordingly
                                         (i) they should not contain additional representations, undertakings or indemnities (including,
                                         without limitation, in respect of insurance, information maintenance or protection of
                                         assets or the payment of fees, costs and expenses) unless these are the same as or consistent
                                         with those contained in this Agreement and/or are required for the creation, protection,
                                         preservation, enforcement and/or perfection of security or are given in a "third
                                         party" security document and (ii) nothing in any Transaction Security Document shall
                                         (or be construed to) prohibit any transaction, matter or other step or dealing whatsoever
                                         in relation to any asset the subject of any Transaction Security Document if expressly
                                         permitted by the terms of the other Finance Documents;



 


		(e)	prior
                                         to the occurrence of an Event of Default which is continuing no security will be granted
                                         over parts, stock, moveable plant or equipment or receivables if it would require labelling,
                                         segregation or periodic listing or specification of such parts, stock, moveable plant,
                                         equipment or receivables;



 


		(f)	other
                                         than filing security documents at Companies House or other similar or equivalent general
                                         filings in any relevant jurisdictions other than England and Wales perfection will not
                                         be required in respect of (i) vehicles and other assets subject to certificates of title
                                         or (ii) letter of credit rights and tort claims (or applicable law equivalent) prior
                                         to the occurrence of an Event of Default which is continuing;



 


		(g)	in
                                         no event shall control agreements (or perfection by control or similar arrangements)
                                         be required with respect to any assets (including deposits or securities accounts) unless
                                         the Finance Documents expressly provide for any asset to be subject to specific restrictions
                                         on use;



 


		(h)	information,
                                         such as lists of assets, will be provided if and only to the extent required by local
                                         law to be provided to perfect, preserve create, protect or enforce or register the security
                                         and, when required, shall be provided no more frequently than annually (unless required
                                         more frequently under local law) or, following an Event of Default which is continuing,
                                         on the Security Agent’s request at all times subject to the principles set out
                                         in this schedule;



 






    A-1-301


     


    

 


		(i)	Security
                                         will, where legally possible and practicable, automatically create security over future
                                         assets of the same type as those already secured and where local law requires supplemental
                                         pledges or notices to be delivered in respect of future acquired assets in order for
                                         effective security to be created over that class of asset, such supplemental pledges
                                         or notices shall be provided at intervals no more frequent than every three months (unless
                                         required more frequently under local law) or following an Event of Default which is continuing
                                         on the request from the Security Agent; and



 


		(j)	each
                                         Transaction Security Document must contain a clause which records that if there is a
                                         conflict between the Transaction Security Document and this Agreement or the Intercreditor
                                         Agreement then (to the fullest extent permitted by law) the provisions of this Agreement
                                         or of the Intercreditor Agreement, as applicable, will take priority over the provisions
                                         of the Transaction Security Document.



 


	4.	Bank
                                         Accounts



 


If
an Obligor grants Security over its bank accounts it shall be free to deal with, operate, open and close and transact business
in relation to those accounts (other than any accounts which are specifically blocked) in the course of its business until the
occurrence of an Event of Default which is continuing.


 


Where
“fixed” Security is required, if required by applicable law to create or perfect the Security and (prior to the occurrence
of an Event which is continuing) without materially disrupting the operation of the account, notice of the Security or a form
of account control agreement will be served on the account bank within 10 Business Days of the Security being granted and the
Obligor shall use its reasonable endeavours to obtain an acknowledgement of that notice or acceptance of such account control
agreement within 15 Business Days of service If the Obligor has used its reasonable endeavours but has not been able to obtain
acknowledgement or acceptance its obligation to obtain acknowledgement or acceptance shall cease on the expiry of that 15 Business
Day period. Irrespective of whether notice of the security is required for perfection, if the service of notice would prevent
the Obligor from using a bank account in the course of its business no notice of security shall be served until the occurrence
of an Event of Default which is continuing.


 


Any
security over bank accounts shall be subject to any prior security interests in favour of the account bank which are created either
by law or in the standard terms and conditions of the account bank, to the extent that these have not been waived by the account
bank in its acknowledgement. The notice of security shall request these are waived by the account bank but the Obligor shall not
be required to change its banking arrangements if these security interests are not waived or only partially waived. The pledgors
shall be required to request and obtain the consent of the account bank for the creation of the security over its bank accounts,
in case of any relevant negative pledge covenants of the account bank.


 


If
required under applicable law security over bank accounts will be registered subject to the general principles set out in these
Agreed Security Principles.


 


Any
security over bank accounts shall provide for the release of such security if the relevant account holder decides to close such
bank account provided that, at the time of the closure, (i) there is no Event of Default which is continuing and (ii) the positive
balance of such bank account is transferred to a pledged account of an Obligor.


 






    A-1-302


     


    

 


	5.	Fixed
                                         Assets



 


If
an Obligor grants security over its material fixed assets it shall be free to deal with those assets in the ordinary course of
its business as not otherwise prohibited by the terms of the Finance Documents until the occurrence of a Declared Default.


 


No
notice (other than security registrations), whether to third parties or by attaching a notice to the fixed assets, shall be prepared
or given until the occurrence of an Event of Default which is continuing.


 


If
required or necessary to create, protect, preserve or enforce under applicable law Security over fixed assets will be registered
subject to the general principles set out in these Agreed Security Principles.


 


	6.	Insurance
                                         Policies



 


An
Obligor shall grant Security over its insurance policies in respect of which claims thereunder may be mandatorily prepaid, provided
that such insurance policy does not prohibit such Security to be so granted provided that the relevant Obligors shall use all
commercially reasonable endeavours to obtain consent to such Security being granted for a period of 15 Business Days. If the Obligor
has used all commercially reasonable endeavours but has not been able to obtain the relevant consent its obligation to obtain
such consent shall cease on the expiry of that 15 Business Day period.


 


If
required by local law to perfect the security or customary under agreed local market practice, notice of the Security will be
served on the insurance provider within five Business Days of the security being granted and the Obligor shall use its reasonable
endeavours to obtain an acknowledgement of that notice within 15 Business Days of service. If the Obligor has used its reasonable
endeavours but has not been able to obtain acknowledgement its obligation to obtain acknowledgement shall cease on the expiry
of that 15 Business Day period.


 


Other
than in jurisdictions where customary to do so (including, for the avoidance of doubt, the State of New York but excluding England
and Wales), no loss payee or other endorsement shall be made on the insurance policy and no Secured Party will be named as co-insured
unless requested by the Security Agent (acting on the instructions of the Majority Lenders) after the occurrence of an Event of
Default which is continuing.


 


	7.	Intellectual
                                         Property



 


If
an Obligor grants Security over its material intellectual property it shall be free to deal with those assets in the course of
its business (including, without limitation, allowing its intellectual property to lapse if no longer material to its business)
until the occurrence of an Event of Default which is continuing.


 


No
Security shall be granted over any intellectual property which cannot be secured under the terms of the relevant licensing agreement.
No notice shall be prepared or given to any third party from whom intellectual property is licensed until an Event of Default
has occurred and is continuing.


 






    A-1-303


     


    

 


Security
over material intellectual property will be registered under the law of that security document, the law under which the Obligor
is regulated or at any relevant supra-national registry (such as the European Union), in each case subject to the general principles
set out in these Agreed Security Principles.


 


Security
over intellectual property rights will be taken on an “as is, where is” basis and no Obligor will be required to procure
any changes to, or corrections of filings on any registers.


 


	8.	Hedging



 


Security
over hedging receivables will be granted subject to the same provisions as for trade receivables and subject to the Intercreditor
Agreement.


 


	9.	Intercompany
                                         Receivables



 


Subject
to the final paragraph below, if an Obligor grants Security over its intercompany receivables it shall, subject to the terms of
this Agreement and the Intercreditor Agreement, be free to deal with those receivables in the course of its business until the
occurrence of an Event of Default which is continuing.


 


If
required by local law to perfect the Security, notice of the Security will be served on the relevant debtor within five Business
Days of the Security being granted and in the case of a relevant debtor that is wholly owned by a member of the Group, such debtor
shall acknowledge such notice within 5 Business Days of receipt or, in the case of any other debtor, the Obligor shall use its
reasonable endeavours to obtain an acknowledgement of that notice within 30 Business Days of service. If the Obligor has used
its reasonable endeavours but has not been able to obtain acknowledgement its obligation to obtain acknowledgement shall cease
30 Business Days after the date that notice is given to the debtor. Subject to the paragraph below, irrespective of whether notice
of the security is required for perfection, if the service of notice would prevent the Obligor from dealing with an intercompany
receivable in the course of its business no notice of security shall be served until the occurrence of an Event of Default which
is continuing.


 


If
required under local law security over intercompany receivables will be registered subject to the general principles set out in
these Agreed Security Principles.


 


	10.	Trade
                                         Receivables



 


If
an Obligor grants Security over its trade receivables it shall be free to deal with those receivables in the ordinary course of
its business as permitted by the Finance Documents until the occurrence of an Event of Default which is continuing.


 


No
notice of Security may be prepared or shall be served until the occurrence of an Event of Default which is continuing.


 


No
Security will be granted over any trade receivables which cannot be secured under the terms of the relevant contract.


 


If
required under local law security over trade receivables will be registered subject to the general principles set out in these
Agreed Security Principles.


 


Any
list of trade receivables required shall not include details of the underlying contracts.


 






    A-1-304


     


    

 


	11.	Shares



 


Until
an Event of Default has occurred and is continuing (or, in the case of the relevant Security granted under or in connection with
the Debenture ARA (as defined in the Amendment and Restatement Agreement) the occurrence of a Voting Event (as defined in the
Debenture ARA)), the charging Obligor will be permitted to retain and to exercise voting rights appertaining to any shares charged
by it, provided that such voting rights are not exercised in a manner which is reasonably likely to adversely affect the validity
or enforceability of the security or is reasonably likely to cause an Event of Default to occur, and the company whose shares
have been charged will be permitted to pay dividends upstream on pledged shares to the extent permitted under the Finance Documents
with the proceeds to be available to the Group.


 


In
respect of the Security granted under or in connection with the ARA, following the occurrence of a Voting Event, the Security
Agent, any receiver or any Delegate may without any obligation to do so exercise any voting rights appertaining to any shares
as it sees fit and each Obligor shall comply with any notification, direction or requirement of the Security Agent, any receiver
or any Delegate and irrevocably appoints the Security Agent or any receiver or any Delegate as its proxy to exercise all voting
rights, powers, and other rights in respect of the Shares. Further, following the occurrence of a Voting Event each Obligor shall
pay to the Security Agent all dividends, interest and other distributions that are paid or payable in respect of the Shares. Each
Obligor shall irrevocably authorise the Security Agent to exercise all voting rights appertaining to any shares while an Event
of Default in continuing and each Obligor shall exercise any rights it has in respect of those shares as directed by the Security
Agent or, in the absence of direction by the Security Agent, in a manner which could not adversely affect the interests of the
Finance Parties under the Finance Documents. The foregoing shall apply mutatis mutandis to share security granted other
than under or in connection with the Debenture ARA.


 


Where
customary and/or required by applicable law, on or as soon as reasonably practicable following execution of the share charge or
pledge (i) the share certificate and a stock transfer form executed in blank will be provided to the Security Agent and (ii) the
share certificate or shareholders’ register, shareholders’ individual accounts or companies’ registers will
be endorsed or written up or updated and the endorsed share certificate or a copy of the written up or updated register provided
to the Security Agent.


 


Unless
the restriction is required by law or regulation, the constitutional documents of the company whose shares have been charged will
be amended to remove any restriction on the transfer or the registration of the transfer of the shares on the taking, perfection
or enforcement of the security granted over them and to qualify any provision creating a lien in favour of the relevant company
for unpaid amounts.


 


	12.	Real
                                         Estate



 


An
Obligor shall not be required to grant security over its real estate, unless otherwise agreed.


 


There
will be no obligation to investigate title, provide surveys or other insurance or environmental due diligence.


 


	13.	Release
                                         of Security



 


Unless
required by local law the circumstances in which the security shall be released should not be dealt with in individual security
documents but, if so required, shall, except to the extent required by local law, be the same as those set out in this Agreement
and the Intercreditor Agreement.


 




    A-1-305


     


    

 


Schedule
12

Form of Increase Confirmation


 


	To:	[●] as Agent, [●] as Security Agent, [[●]
as Issuing Bank]24 and [●] as Company, for and on behalf of each Obligor




 


	From:	[the Increase Lender] (the “Increase
Lender”)




 


Dated:


 


[Company]
– [●] Senior Facilities Agreement

dated [●] (the “Facilities Agreement”)


 


	1.	We
                                         refer to the Facilities Agreement and to the Intercreditor Agreement (as defined in the
                                         Facilities Agreement). This agreement (the “Agreement”) shall take
                                         effect as an Increase Confirmation for the purpose of the Facilities Agreement and as
                                         a Creditor/Agent Accession Undertaking for the purposes of the Intercreditor Agreement
                                         (and as defined in the Intercreditor Agreement). Terms defined in the Facilities Agreement
                                         have the same meaning in this Agreement unless given a different meaning in this Agreement.



 


	2.	We
                                         refer to Clause 2.2 (Increase) of the Facilities Agreement.



 


	3.	The
                                         Increase Lender agrees to assume and will assume all of the obligations corresponding
                                         to the Commitment specified in the Schedule (the “Relevant Commitment”)
                                         as if it was an Original Lender under the Facilities Agreement.



 


	4.	The
                                         proposed date on which the increase in relation to the Increase Lender and the Relevant
                                         Commitment is to take effect (the “Increase Date”) is [●].



 


	5.	On
                                         the Increase Date, the Increase Lender becomes:



 


		(a)	party
                                         to the relevant Finance Documents (other than the Intercreditor Agreement) as a Lender;
                                         and



 


		(b)	party
                                         to the Intercreditor Agreement as a Senior Lender.



 


	6.	The
                                         Facility Office and address, fax number and attention details for notices to the Increase
                                         Lender for the purposes of Clause 38.2 (Addresses) are set out in the Schedule.



 


	7.	The
                                         Increase Lender confirms that it is:



 


		(a)	[not
                                         a UK Qualifying Lender;]



 


		(b)	[a
                                         UK Qualifying Lender (other than a UK Treaty Lender);] or



 


[a
UK Qualifying Lender;]25


 


 










 






	24	Only if given in respect
    of Revolving Facility Commitments. 
	 	 




	25	Delete as applicable
    – each Increase Lender is required to confirm which of these three categories it falls within. 




 






    A-1-306


     


    

 


	8.	The
                                         Increase Lender confirms that it is:



 


		(a)	[not
                                         a US Qualifying Lender;]; or



 


		(b)	[a
US Qualifying Lender;]26



 


	9.	[The
                                         Increase Lender confirms that the person beneficially entitled to interest payable to
                                         the Increase Lender in respect of an advance under a Finance Document is either:



 


		(a)	a
                                         company resident in the United Kingdom for United Kingdom tax purposes; or;



 


		(b)	a
                                         partnership each member of which is:



 


		(i)	a
                                         company so resident in the United Kingdom; or



 


		(ii)	a
                                         company not so resident in the United Kingdom which carries on a trade in the United
                                         Kingdom through a permanent establishment and which brings into account in computing
                                         its chargeable profits (within the meaning of section 19 of the CTA) the whole of any
                                         share of interest payable in respect of that advance that falls to it by reason of Part
                                         17 of the CTA; or



 


		(c)	a
                                         company not so resident in the United Kingdom which carries on a trade in the United
                                         Kingdom through a permanent establishment and which brings into account interest payable
                                         in respect of that advance in computing the chargeable profits (within the meaning of
                                         section 19 of the CTA) of that company.]27



 


	10.	[The
                                         Increase Lender confirms that it holds a passport under the HMRC DT Treaty passport scheme
                                         (reference number [ ]) and is tax resident in [ ],28 so that interest payable
                                         to it by borrowers is generally subject to full exemption from UK withholding tax, and
                                         requests that the Company notify:



 


		(a)	each
                                         Borrower which is a Party as a Borrower as at the Increase Date; and



 


		(b)	each
                                         Additional Borrower which becomes an Additional Borrower after the Increase Date;



 


that
it wishes that scheme to apply to the Agreement.]29


 


 


 







 









	26	Delete as applicable
    – each Increase Lender is required to confirm which of these two categories it falls within.
	 	 




	27	Include only if
    Increase Lender is a UK Non-Bank Lender (see Clause 18.1 (Definitions))
	 	 




	28	Insert jurisdiction
    of tax residence.
	 	 



	29	Include if the Increase
    Lender holds a passport under the HMRC DT Treaty Passport scheme and wishes that scheme to apply to the Agreement.



 






    A-1-307


     


    

 


	11.	[The
                                         Increase Lender confirms that it [is]/[is not] a Non-Acceptable L/C Lender.]



 


	12.	The
                                         Increase Lender expressly acknowledges the limitations on the Lenders’ obligations
                                         referred to in paragraph (f) of Clause 2.2 (Increase).



 


	13.	The
                                         Increase Lender confirms that it is not a member of the Group.



 


	14.	We
                                         refer to clause [16.8] (Creditor/Agent Accession Undertaking) of the Intercreditor
                                         Agreement:



 


In
consideration of the Increase Lender being accepted as a Senior Lender for the purposes of the Intercreditor Agreement (and as
defined in the Intercreditor Agreement), the Increase Lender confirms that, as from the Increase Date, it intends to be party
to the Intercreditor Agreement as a Senior Lender, and undertakes to perform all the obligations expressed in the Intercreditor
Agreement to be assumed by a Senior Lender and agrees that it shall be bound by all the provisions of the Intercreditor Agreement,
as if it had been an original party to the Intercreditor Agreement.


 


	1.	This
                                         Agreement may be executed in any number of counterparts and this has the same effect
                                         as if the signatures on the counterparts were on a single copy of this Agreement.



 


	2.	This
                                         Agreement and any non-contractual obligations arising out of or in connection with it
                                         are governed by English law.



 


	3.	This
                                         Agreement has been entered into on the date stated at the beginning of this Agreement.



 


Note:
The execution of this Increase Confirmation may not be sufficient for the Increase Lender to obtain the benefit of the Transaction
Security in all jurisdictions. It is the responsibility of the Increase Lender to ascertain whether any other documents or other
formalities are required to obtain the benefit of the Transaction Security in any jurisdiction and, if so, to arrange for execution
of those documents and completion of those formalities.


 




    A-1-308


     


    

 


schedule





 


Relevant
Commitment/Rights And Obligations


To
Be Assumed By The Increase Lender


[insert
relevant details]


[Facility
Office address, fax number and attention details

for notices and account details for payments]


 


[Increase
Lender]


 


	By:	 	 




 


This
Agreement is accepted as an Increase Confirmation for the purposes of the Facilities Agreement by the


 


Agent
[and the Issuing Bank]*, and as a Creditor/Agent Accession Undertaking for the purposes of the Intercreditor Agreement by the
Security Agent and the Increase Date is confirmed as [●].


 


Agent


 





	By:	 	 


 


[Issuing
Bank


 


	By:		]30





 


Security
Agent


 


	By:	 	 


 


 


 


 







 






	30	Only if increase in the Total Revolving Facility
    Commitments.




 






    A-1-309


     


    









 


Schedule
13

Forms of Notifiable Debt Purchase Transaction Notice


 


Part
1

Form of Notice On Entering Into

Notifiable Debt Purchase Transaction


 


	To:	[●]




as
Agent


 


	From:	[The Lender]




 


	Dated:	[●]




 


[Company]
– [●] Senior Facilities Agreement

dated [●] (the “Facilities Agreement”)


 


	1.	We
                                         refer to paragraph [●] of Clause 30 (Restriction on Debt Purchase Transactions)
                                         of the Facilities Agreement. Terms defined in the Facilities Agreement have the same
                                         meaning in this notice unless given a different meaning in this notice.



 


	2.	We
                                         have entered into a Notifiable Debt Purchase Transaction.



 


	3.	The
                                         Notifiable Debt Purchase Transaction referred to in paragraph [2] above relates to the
                                         amount of our Commitment(s) as set out below.



 


	 	Commitment	 	Amount
    of our Commitment to which Notifiable Debt Purchase Transaction relates (Base Currency)
	 	 	 	 
	 	[Facility
    B1 Commitment]	 	[insert
    amount (of that Commitment) to which the relevant Debt Purchase Transaction applies]
	 	 	 	 
	 	[Facility
    B2 Commitment]	 	[insert
    amount (of that Commitment) to which the relevant Debt Purchase Transaction applies]
	 	 	 	 
	 	[Revolving
    Facility Commitment]	 	[insert
    amount (of that Commitment) to which the relevant Debt Purchase Transaction applies]


 


[Lender]


 





	By:	 	 


 



    A-1-310


     


    

 


Part
2

Form of Notice On Termination Of

Notifiable Debt Purchase Transaction


 


Notifiable
Debt Purchase Transaction ceasing to be with a member of the Group


 


	To:	[●]




as
Agent


 


	From:	[The Lender]




 


	Dated:	[●]




 


[Company]
– [●] Senior Facilities Agreement

dated [●] (the “Facilities Agreement”)


 


	1.	We
                                         refer to Clause 30 (Restriction on Debt Purchase Transactions) of the Facilities
                                         Agreement. Terms defined in the Facilities Agreement have the same meaning in this notice
                                         unless given a different meaning in this notice.



 


	2.	A
                                         Notifiable Debt Purchase Transaction which we entered into and which we notified you
                                         of in a notice dated [●] has [terminated]/[ceased to be with a member of the Group].



 


	3.	The
                                         Notifiable Debt Purchase Transaction referred to in paragraph [2] above relates to the
                                         amount of our Commitment(s) as set out below.



 


	 	Commitment	 	Amount
    of our Commitment to which Notifiable Debt Purchase Transaction relates (Base Currency)
	 	 	 	 
	 	[Facility
    B1 Commitment]	 	[insert
    amount (of that Commitment) to which the relevant Debt Purchase Transaction applies]
	 	 	 	 
	 	[Facility
    B2 Commitment]	 	[insert
    amount (of that Commitment) to which the relevant Debt Purchase Transaction applies]
	 	 	 	 
	 	[Revolving
    Facility Commitment]	 	[insert
    amount (of that Commitment) to which the relevant Debt Purchase Transaction applies]


 


[Lender]


 





	By:	 	 


 


The
Company


 





	By:	 	 


 


Name:[●]


 




    A-1-311


     


    

 


Schedule
14





[Reserved]


 




    A-1-312


     


    

 


Schedule
15

Form of Substitute Affiliate Lender Designation Notice


 


	To:	[●]
                                         (as Agent) for itself and each of the other parties to the Agreement referred to below

         

	Cc:	The
                                         Company

         

	From:	[Designating
                                         Lender] (the “Designating Lender”)

         

	Dated:	[●]


 


Dear
Sirs


 


[Company]
- [●] Senior Facilities Agreement

dated [●] (the “Facilities Agreement”)


 


	1.	We
                                         refer to the Facilities Agreement. Terms defined in the Facilities Agreement have the
                                         same meaning in this Designation Notice.



 


	2.	We
                                         hereby designate our Affiliate details of which are given below as a Substitute Affiliate
                                         Lender in respect of any Loans required to be advanced to [specify name of borrower
                                         or refer to all borrowers in a particular jurisdiction etc] (“Designated
                                         Loans”).



 


	3.	The
                                         details of the Substitute Affiliate Lender are as follows:



		Name:	



Facility
Office:


Fax
Number:


		Attention:	



Jurisdiction
of Incorporation:


 


	4.	By
                                         countersigning this notice below the Substitute Affiliate Lender agrees to become a Substitute
                                         Affiliate Lender in respect of Designated Loans as indicated above and agrees to be bound
                                         by the terms of the Facilities Agreement accordingly.



 


	5.	This
                                         Designation Notice and any non-contractual obligations arising out of or in connection
                                         with it are governed by English law.



 


 







 



For
and on behalf of

[Designating Lender]


 




    A-1-313


     


    

 


We
acknowledge and agree to the terms of the above


 


 







 



For
and on behalf of

[Substitute Affiliate Lender]


 


We
acknowledge the terms of the above.


 


 







 



For
and on behalf of

[The Agent]


 


Dated ___________


 




    A-1-314


     


    

 


SENIOR
FACILITIES AGREEMENT EXECUTION PAGE


 


[Signature
pages not being restated]


 






    A-1-315


     


    




  


Annex
2

Form of Amended and Restated Intercreditor Agreement


 


 


 


 


 


35