EX-4.11



 Exhibit 4.11 

 
  

 
 MARLIN INTERMEDIATE HOLDINGS PLC,

 as Issuer 
 MARLIN FINANCIAL GROUP LIMITED, 
 as MFG and as a Guarantor 

MARLIN FINANCIAL INTERMEDIATE LIMITED, 
 as MFI and as a Guarantor 
 MARLIN FINANCIAL INTERMEDIATE II LIMITED, 

as the Company and as a Guarantor 
 THE SUBSIDIARY GUARANTORS PARTIES HERETO, 
 £150,000,000 of 10.5% Senior
Secured Notes due 2020 
  
  

INDENTURE 

July 25, 2013 
  

 
 THE BANK OF NEW
YORK MELLON, LONDON BRANCH, 
 as Trustee 
 THE BANK OF NEW YORK MELLON, LONDON BRANCH, 
 as Principal Paying Agent and Transfer
Agent 
 THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A., 
 as Registrar 
 THE ROYAL BANK OF SCOTLAND PLC, 

as Security Agent 
  

 
  







 TABLE OF CONTENTS 

 
  
  

 

							
	 	 	 	  	Page	 
	
	ARTICLE I	  
	
	Definitions and Incorporation by Reference	  
			
	 SECTION 1.01.
	 	Definitions	  	 	1	  
	 SECTION 1.02.
	 	Other Definitions	  	 	46	  
	 SECTION 1.03.
	 	Rules of Construction	  	 	47	  
	
	ARTICLE II	  
	
	The Notes	  
			
	 SECTION 2.01.
	 	Form and Dating	  	 	47	  
	 SECTION 2.02.
	 	Execution and Authentication	  	 	48	  
	 SECTION 2.03.
	 	Registrar and Paying Agent	  	 	49	  
	 SECTION 2.04.
	 	Paying Agent To Hold Money	  	 	50	  
	 SECTION 2.05.
	 	Holder Lists	  	 	51	  
	 SECTION 2.06.
	 	Transfer and Exchange	  	 	51	  
	 SECTION 2.07.
	 	Replacement Notes	  	 	62	  
	 SECTION 2.08.
	 	Outstanding Notes	  	 	63	  
	 SECTION 2.09.
	 	Treasury Notes	  	 	64	  
	 SECTION 2.10.
	 	Temporary Notes	  	 	64	  
	 SECTION 2.11.
	 	Cancellation	  	 	64	  
	 SECTION 2.12.
	 	Defaulted Interest	  	 	64	  
	 SECTION 2.13.
	 	Additional Amounts	  	 	64	  
	 SECTION 2.14.
	 	Currency Indemnity	  	 	67	  
	 SECTION 2.15.
	 	Deposit of Moneys	  	 	68	  
	
	ARTICLE III	  
	
	Redemption and Prepayment	  
			
	 SECTION 3.01.
	 	Notices to Trustee	  	 	68	  
	 SECTION 3.02.
	 	Selection of Notes To Be Redeemed or Purchased	  	 	69	  
	 SECTION 3.03.
	 	Notice of Redemption	  	 	69	  
	 SECTION 3.04.
	 	Effect of Notice of Redemption	  	 	70	  
	 SECTION 3.05.
	 	Deposit of Redemption or Purchase Price	  	 	70	  
	 SECTION 3.06.
	 	Notes Redeemed or Purchased in Part	  	 	71	  
	 SECTION 3.07.
	 	Optional Redemption	  	 	71	  
	 SECTION 3.08.
	 	Mandatory Redemption	  	 	72	  
	 SECTION 3.09.
	 	Asset Disposition Offer	  	 	72	  
	 SECTION 3.10.
	 	Redemption for Taxation Reasons	  	 	74	  









							
	
	ARTICLE IV	  
	
	Covenants	  
			
	 SECTION 4.01.
	 	Payment of Notes	  	 	75	  
	 SECTION 4.02.
	 	Maintenance of Office or Agency	  	 	76	  
	 SECTION 4.03.
	 	Reports	  	 	76	  
	 SECTION 4.04.
	 	Compliance Certificates and Notices	  	 	78	  
	 SECTION 4.05.
	 	Taxes	  	 	79	  
	 SECTION 4.06.
	 	Limitation on Company and Issuer activities; Limitation on Trust Management SPVs	  	 	79	  
	 SECTION 4.07.
	 	Restricted Payments	  	 	80	  
	 SECTION 4.08.
	 	Limitation on Restrictions on Distributions from Restricted Subsidiaries	  	 	87	  
	 SECTION 4.09.
	 	Limitation on Indebtedness	  	 	90	  
	 SECTION 4.10.
	 	Limitation on Sales of Assets and Subsidiary Stock	  	 	95	  
	 SECTION 4.11.
	 	Transactions with Affiliates	  	 	99	  
	 SECTION 4.12.
	 	Liens	  	 	101	  
	 SECTION 4.13.
	 	Limitation on Permitted Activities	  	 	101	  
	 SECTION 4.14.
	 	Corporate Existence	  	 	102	  
	 SECTION 4.15.
	 	Offer To Repurchase upon Change of Control	  	 	102	  
	 SECTION 4.16.
	 	Additional Note Guarantees	  	 	105	  
	 SECTION 4.17.
	 	Maintenance of Listing	  	 	105	  
	 SECTION 4.18.
	 	Suspension of Covenants on Achievement of Investment Grade Status	  	 	105	  
	 SECTION 4.19.
	 	Further Instruments and Acts	  	 	106	  
	
	ARTICLE V	  
	
	Successors	  
			
	 SECTION 5.01.
	 	Merger and Consolidation	  	 	107	  
	
	ARTICLE VI	  
	
	Defaults and Remedies	  
			
	 SECTION 6.01.
	 	Events of Default	  	 	109	  
	 SECTION 6.02.
	 	Acceleration	  	 	111	  
	 SECTION 6.03.
	 	Other Remedies	  	 	112	  
	 SECTION 6.04.
	 	Waiver of Past Defaults	  	 	112	  
	 SECTION 6.05.
	 	Control by Majority	  	 	112	  
	 SECTION 6.06.
	 	Limitation on Suits	  	 	113	  
	 SECTION 6.07.
	 	Rights of Holders To Receive Payment	  	 	113	  
	 SECTION 6.08.
	 	Collection Suit by Trustee	  	 	113	  
	 SECTION 6.09.
	 	Trustee May File Proofs of Claim	  	 	114	  
	 SECTION 6.10.
	 	Priorities	  	 	114	  
	 SECTION 6.11.
	 	Undertaking for Costs	  	 	115	  


  
 ii 










							
	 SECTION 6.12.
	 	Stay, Extension and Usury Laws	  	 	115	  
	
	ARTICLE VII	  
	
	The Trustee	  
			
	 SECTION 7.01.
	 	Duties of Trustee	  	 	115	  
	 SECTION 7.02.
	 	Rights of Trustee and Security Agent	  	 	116	  
	 SECTION 7.03.
	 	Individual Rights of Trustee and Security Agent	  	 	120	  
	 SECTION 7.04.
	 	Trustee’s and Security Agent’s Disclaimer	  	 	120	  
	 SECTION 7.05.
	 	Notice of Defaults	  	 	120	  
	 SECTION 7.06.
	 	[Intentionally Omitted]	  	 	120	  
	 SECTION 7.07.
	 	Compensation and Indemnity	  	 	120	  
	 SECTION 7.08.
	 	Replacement of Trustee	  	 	122	  
	 SECTION 7.09.
	 	Successor Trustee by Merger, Etc.	  	 	123	  
	 SECTION 7.10.
	 	Eligibility; Disqualification	  	 	123	  
	 SECTION 7.11.
	 	Resignation of Agents	  	 	123	  
	
	ARTICLE VIII	  
	
	Legal Defeasance and Covenant Defeasance	  
			
	 SECTION 8.01.
	 	Option To Effect Legal Defeasance or Covenant Defeasance	  	 	124	  
	 SECTION 8.02.
	 	Legal Defeasance and Discharge	  	 	124	  
	 SECTION 8.03.
	 	Covenant Defeasance	  	 	125	  
	 SECTION 8.04.
	 	Conditions to Legal Defeasance or Covenant Defeasance	  	 	125	  
	 SECTION 8.05.
	 	Deposited Money and Government Securities To Be Held in Trust; Other Miscellaneous Provisions	  	 	126	  
	 SECTION 8.06.
	 	Repayment to Issuer	  	 	127	  
	 SECTION 8.07.
	 	Reinstatement	  	 	127	  
	
	ARTICLE IX	  
	
	Amendment, Supplement and Waiver	  
			
	 SECTION 9.01.
	 	Without Consent of Holders	  	 	128	  
	 SECTION 9.02.
	 	With Consent of Holders	  	 	129	  
	 SECTION 9.03.
	 	Supplemental Indenture	  	 	131	  
	 SECTION 9.04.
	 	Revocation and Effect of Consents	  	 	131	  
	 SECTION 9.05.
	 	Notation on or Exchange of Notes	  	 	131	  
	 SECTION 9.06.
	 	Trustee To Sign Amendments, Etc.	  	 	131	  
	 SECTION 9.07.
	 	Payments for Consent	  	 	131	  
	
	ARTICLE X	  
	
	Satisfaction and Discharge	  
			
	 SECTION 10.01.
	 	Satisfaction and Discharge	  	 	132	  


  
 iii










							
	 SECTION 10.02.
	 	Application of Trust Money	  	 	133	  
	
	ARTICLE XI	  
	
	Guarantees	  
			
	 SECTION 11.01.
	 	Guarantees	  	 	133	  
	 SECTION 11.02.
	 	Limitation on Liability	  	 	135	  
	 SECTION 11.03.
	 	Successors and Assigns	  	 	136	  
	 SECTION 11.04.
	 	No Waiver	  	 	136	  
	 SECTION 11.05.
	 	Modification	  	 	136	  
	 SECTION 11.06.
	 	Execution of Supplemental Indenture for Future Guarantors	  	 	136	  
	 SECTION 11.07.
	 	Non-Impairment	  	 	136	  
	 SECTION 11.08.
	 	Release of Guarantees	  	 	136	  
	
	ARTICLE XII	  
	
	Collateral, Security and Intercreditor Agreement	  
			
	 SECTION 12.01.
	 	The Collateral	  	 	137	  
	 SECTION 12.02.
	 	Limitations on the Collateral	  	 	138	  
	 SECTION 12.03.
	 	Impairment of Security Interests	  	 	139	  
	 SECTION 12.04.
	 	Release of Liens on the Collateral	  	 	140	  
	 SECTION 12.05.
	 	Additional Intercreditor Agreement	  	 	140	  
	 SECTION 12.06.
	 	Amendments to the Intercreditor Agreement	  	 	141	  
	 SECTION 12.07.
	 	Security Agent	  	 	141	  
	
	ARTICLE XIII	  
	
	Miscellaneous	  
			
	 SECTION 13.01.
	 	[Intentionally Omitted]	  	 	142	  
	 SECTION 13.02.
	 	Notices	  	 	142	  
	 SECTION 13.03.
	 	Communications	  	 	143	  
	 SECTION 13.04.
	 	Certificate and Opinion as to Conditions Precedent	  	 	144	  
	 SECTION 13.05.
	 	Statements Required in Certificate or Opinion	  	 	144	  
	 SECTION 13.06.
	 	Rules by Trustee and Agents	  	 	144	  
	 SECTION 13.07.
	 	No Personal Liability of Directors, Officers, Employees and Stockholders	  	 	144	  
	 SECTION 13.08.
	 	Legal Holidays	  	 	145	  
	 SECTION 13.09.
	 	Governing Law	  	 	145	  
	 SECTION 13.10.
	 	No Adverse Interpretation of Other Agreements	  	 	145	  
	 SECTION 13.11.
	 	Successors	  	 	145	  
	 SECTION 13.12.
	 	Severability	  	 	145	  
	 SECTION 13.13.
	 	Counterpart Originals	  	 	145	  
	 SECTION 13.14.
	 	Table of Contents, Headings, Etc.	  	 	145	  
	 SECTION 13.15.
	 	Submission to Jurisdiction; Appointment of Agent	  	 	145	  
	 SECTION 13.16.
	 	Prescription	  	 	146	  


  
 iv 










			
		
	 EXHIBITS
	 	
		
	 Exhibit A
	 	 FORM OF NOTE

		
	 Exhibit B
	 	 FORM OF CERTIFICATE OF TRANSFER

		
	 Exhibit C
	 	 FORM OF CERTIFICATE OF EXCHANGE

		
	 Exhibit D
	 	 FORM OF SUPPLEMENTAL INDENTURE

		
	 Exhibit E
	 	 AGREED SECURITY PRINCIPLES









 INDENTURE dated as of July 25, 2013 among MARLIN INTERMEDIATE HOLDINGS PLC,
a public limited company incorporated in England and Wales with its registered office at Marlin House, 16-22 Grafton Road, Worthing, West Sussex, United Kingdom, BN11 1QP (the “Issuer”), MARLIN FINANCIAL GROUP LIMITED, a private
limited company organized under the laws of England and Wales (together with its successors and assigns, “MFG”), MARLIN FINANCIAL INTERMEDIATE LIMITED, a private limited company organized under the laws of England and Wales
(together with its successors and assigns, “MFI”), MARLIN FINANCIAL INTERMEDIATE II LIMITED, a private limited company organized under the laws of England and Wales (together with its successors and assigns, the
“Company”), certain subsidiaries of the Company from time to time parties hereto, THE BANK OF NEW YORK MELLON, LONDON BRANCH, as trustee (the “Trustee”), THE BANK OF NEW YORK MELLON, LONDON BRANCH, as principal
paying agent and transfer agent (the “Principal Paying Agent” and the “Transfer Agent,” respectively), THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A., as registrar (the “Registrar”) and ROYAL BANK OF
SCOTLAND PLC, as security agent (the “Security Agent”). 
 Each party agrees as follows for the benefit of each other and
for the other parties and for the equal and ratable benefit of the Holders (as defined herein) of the 10.5% Senior Secured Notes due 2020 (the “Notes”). 

ARTICLE I 
 Definitions and
Incorporation by Reference 
 SECTION 1.01. Definitions. 

“144A Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the applicable
Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the respective Depositary therefor or its nominee that will be issued in a denomination equal to the outstanding principal amount
of the Notes sold in reliance on Rule 144A. 
 “Acquired Indebtedness” means Indebtedness (1) of a Person or any
of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary, or (2) assumed in connection with the acquisition of assets from such Person, in each case whether or not Incurred by such Person in connection with such
Person becoming a Restricted Subsidiary or such acquisition or (3) of a Person at the time such Person merges with or into or consolidates or otherwise combines with the Company or any Restricted Subsidiary. Acquired Indebtedness shall be
deemed to have been Incurred, with respect to clause (1) of the preceding sentence, on the date such Person becomes a Restricted Subsidiary, with respect to clause (2) of the preceding sentence, on the date of consummation of such
acquisition of assets and, with respect to clause (3) of the preceding sentence, on the date of the relevant merger, consolidation or other combination. 







 “Additional Assets” means: 

(1) any property or assets (other than Indebtedness and Capital Stock) used or to be used by the Company, a Restricted
Subsidiary or otherwise useful in a Similar Business (it being understood that capital expenditures on property or assets already used in a Similar Business or to replace any property or assets that are the subject of such Asset Disposition shall be
deemed an investment in Additional Assets); 
 (2) the Capital Stock of a Person that is engaged in a Similar Business and
becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or a Restricted Subsidiary; or 

(3) Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary engaged in a
Similar Business. 
 “Additional Notes” means additional notes (other than the Initial Notes) having identical terms and
conditions to the Notes (except for payment of interest accruing prior to the issue date of such Additional Notes or for the first payment of interest following the issue date of such Additional Notes) that may be issued from time to time under this
Indenture in accordance with the terms hereof, including Sections 2.02 and 4.09 hereof. Any Additional Notes shall be treated with the Notes as a single class and shall vote on all matters with the Notes. 

“Affiliate” of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under
direct or indirect common control with such specified Person. For the purposes of this definition, “control,” when used with respect to any Person, means the power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. 

“Agent” means any Authentication Agent, Registrar, co-registrar, Transfer Agent, Principal Paying Agent or additional paying
agent. 
 “Agreed Security Principles” means the agreed security principles as set out in Exhibit E as in effect on
the Issue Date, as applied reasonably and in good faith by the Company. 
 “Applicable Premium” means, with respect to any
Note on any redemption date, the greater of: 
 (1) 1.0% of the principal amount of such Note; or 

(2) the excess of: 

  
 2 








 (i) the present value at such redemption date of (x) the redemption price of
such Note at August 1, 2016 (such redemption price being set forth in Section 3.07(a)), plus (y) all required interest payments due on such Note through August 1, 2016 (excluding accrued but unpaid interest), computed using a
discount rate equal to the Gilt Rate as of such redemption date plus 50 basis points; over 
 (ii) the outstanding principal
amount of such Note; 
 as calculated by the Issuer or on behalf of the Issuer by such Person as the Issuer shall designate; provided, however,
that such calculation of the Applicable Premium shall not be a duty or obligation of the Trustee or Paying Agent. 
 “Applicable
Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary with respect thereto that apply to such transfer or exchange. 

“Asset Disposition” means any direct or indirect sale, lease (other than an operating lease entered into in the ordinary
course of business), transfer, issuance or other disposition, or a series of related sales, leases (other than operating leases entered into in the ordinary course of business), transfers, issuances or dispositions that are part of a common plan, of
shares of Capital Stock of a Subsidiary (other than directors’ qualifying shares), property or other assets (each referred to for the purposes of this definition as a “disposition”) by the Company or any of its Restricted
Subsidiaries, including any disposition by means of a merger, consolidation or similar transaction; provided that the sale, conveyance or other disposition of all or substantially all the assets of the Company and its Restricted Subsidiaries
taken as a whole will be governed by Section 4.15 or Article V and not by Section 4.10. Notwithstanding the preceding provisions of this definition, the following items shall not be deemed to be Asset Dispositions: 

(1) a disposition by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Restricted
Subsidiary; 
 (2) a disposition of cash, Cash Equivalents, Temporary Cash Investments or Investment Grade Securities; 

(3) a disposition of Portfolio Assets, or inventory or other assets, in each case, in the ordinary course of business including
into a trust in favor of third parties or otherwise; 
 (4) a disposition of obsolete, surplus or worn out equipment, or
equipment or other property that is no longer useful in the conduct of the business of the Company and its Restricted Subsidiaries; 

(5) transactions permitted under Section 5.01(a) or a transaction that constitutes a Change of Control; 

(6) an issuance of Capital Stock by a Restricted Subsidiary to the Company or to another Restricted Subsidiary or as part of or
pursuant to an equity incentive or compensation plan approved by the Board of Directors; 

  
 3 








 (7) any dispositions of Capital Stock, properties or assets in a single
transaction or series of related transactions with a fair market value (as determined in good faith by the Company) of less than the greater of (i) £1.8 million and (ii) 1.5 % of Total Assets; 

(8) any Restricted Payment that is permitted to be made, and is made, under Section 4.07 and the making of any Permitted
Payment or Permitted Investment or, solely for purposes of Section 4.10(a)(3), asset sales, in respect of which (and only to the extent that) the proceeds of which are used to make such Restricted Payments or Permitted Investments; 

(9) dispositions in connection with Permitted Liens; 

(10) dispositions of Receivables in connection with the compromise, settlement or collection thereof in the ordinary course of
business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements; 
 (11) the licensing or
sublicensing of intellectual property or other general intangibles and licenses, sublicenses, leases or subleases of other property, in each case, in the ordinary course of business; 

(12) foreclosure, condemnation or any similar action with respect to any property or other assets; 

(13) any disposition of Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary; 

(14) any surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of
any kind; and 
 (15) any disposition with respect to property built, owned or otherwise acquired by the Company or any
Restricted Subsidiary pursuant to customary sale and leaseback transactions, finance leases, asset securitizations and other similar financings permitted by this Indenture (where the fair market value of the assets disposed of, when taken together
with all other dispositions made pursuant to this clause (15), does not exceed the greater of (i) £1.8 million and (ii) 1.5% of Total Assets). 

“Associate” means (i) any Person engaged in a Similar Business of which the Company or its Restricted Subsidiaries are
the legal and beneficial owners of between 20% and 50% of all outstanding Voting Stock and (ii) any joint venture entered into by the Company or any Restricted Subsidiary. 

“Authorized Person” means any person who is designated in writing by the Issuer from time to time to give instructions to the
Trustee or an Agent under this Indenture. 
 “Bankruptcy Law” means (a) the U.K. Insolvency Act 1986 or any other
bankruptcy, insolvency, liquidation or similar laws of general application and (b) the United States Bankruptcy Code of 1978 or any similar U.S. federal or state law for the relief of debtors. 

  
 4 








 “Board of Directors” means (1) with respect to the Company, the Issuer or
any corporation, the board of directors or managers, as applicable, of the corporation, or any duly authorized committee thereof; (2) with respect to any partnership, the board of directors or other governing body of the general partner of the
partnership or any duly authorized committee thereof; and (3) with respect to any other Person, the board or any duly authorized committee of such Person serving a similar function. Whenever any provision of this Indenture requires any action
or determination to be made by, or any approval of, a Board of Directors, such action, determination or approval shall be deemed to have been taken or made if approved by a majority of the directors (excluding employee representatives, if any) on
any such Board of Directors (whether or not such action or approval is taken as part of a formal board meeting or as a formal board approval). 

“Business Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in London, United
Kingdom, New York, New York, United States or Luxembourg are authorized or required by law to close; provided, however, that for any payments to be made under this Indenture, such day shall also be a day on which the second generation
Trans-European Automated Real-time Gross Settlement Express Transfer (“TARGET2”) payment system is open for the settlement of payments. 

“Capital Stock” of any Person means any and all shares of, rights to purchase, warrants or options for, or other equivalents
of or partnership or other interests in (however designated), equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity. 

“Capitalized Lease Obligation” means an obligation that is required to be classified and accounted for as a capitalized lease
for financial reporting purposes on the basis of GAAP as in effect on the Issue Date. The amount of Indebtedness represented by such obligation will be the capitalized amount of such obligation at the time any determination thereof is to be made as
determined on the basis of GAAP as in effect on the Issue Date, and the Stated Maturity thereof will be the date of the last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated without
penalty. 
 “Cash Equivalents” means: 

(1) securities issued or directly and fully Guaranteed or insured by the United States or Canadian governments, a member state of the European
Union (other than Greece, Cyprus, Ireland and Portugal), Switzerland or Norway or, in each case, any agency or instrumentality of thereof (provided that the full faith and credit of such country or such member state is pledged in support
thereof), having maturities of not more than two years from the date of acquisition; 
 (2) certificates of deposit, time deposits,
eurodollar time deposits, overnight bank deposits or bankers’ acceptances (in each case, including any such deposits made pursuant to any sinking fund established by the Company or any Restricted Subsidiary) having maturities of not more than
one year from the date of acquisition thereof issued by any lender party to a Credit Facility or by any bank or trust company (a) whose commercial paper is rated at least “A-1” or the equivalent thereof by S&P or at least
“P-1” or the equivalent thereof by Moody’s (or if at the 

  
 5 








 
time neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization) or (b) (in the event that the bank or trust company
does not have commercial paper which is rated) having combined capital and surplus in excess of £500 million; 
 (3) repurchase
obligations with a term of not more than 30 days for underlying securities of the types described in clauses (1) and (2) entered into with any bank meeting the qualifications specified in clause (2) above; 

(4) commercial paper rated at the time of acquisition thereof at least “A-2” or the equivalent thereof by S&P or “P-2”
or the equivalent thereof by Moody’s or carrying an equivalent rating by a Nationally Recognized Statistical Rating Organization, if both of the two named rating agencies cease publishing ratings of investments or, if no rating is available in
respect of the commercial paper, the issuer of which has an equivalent rating in respect of its long-term debt, and in any case maturing within one year after the date of acquisition thereof; 

(5) readily marketable direct obligations issued by any state of the United States of America, any province of Canada, any member of the
European Union (other than Greece, Cyprus and Portugal), Switzerland or Norway or any political subdivision thereof, in each case, having one of the two highest rating categories obtainable from either Moody’s or S&P (or, if at the time,
neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization) with maturities of not more than two years from the date of acquisition; 

(6) Indebtedness or Preferred Stock issued by Persons with a rating of “BBB–” or higher from S&P or “Baa3” or
higher from Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization) with maturities of 12 months or less from the date of acquisition; 

(7) bills of exchange issued in the United States, Canada, a member state of the European Union (other than Greece, Cyprus and Portugal),
Switzerland, Norway or Japan eligible for rediscount at the relevant central bank and accepted by a bank (or any dematerialized equivalent); and 

(8) interests in any investment company, money market or enhanced high yield fund which invests 95% or more of its assets in instruments of
the type specified in clauses (1) through (7) above. 
 “Change of Control” means: 

(1) the Company becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written
notice or otherwise) that any “person” or “group” of related persons (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the Issue Date), other than one or more Permitted Holders, is or becomes
the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Issue Date), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company, provided that
for the purposes of this clause, any holding company whose only asset is the Capital Stock of the Company will not itself be considered a “person” or “group”; 

  
 6 








 (2) following the Initial Public Offering of the Company or any Parent, during any period of two
consecutive years, individuals who at the beginning of such period constituted the majority of the directors (excluding any employee representatives, if any) on the Board of Directors of the Company or any Parent (together with any new directors
whose election by the majority of such directors on such Board of Directors of the Company or any Parent or whose nomination for election by shareholders of the Company or any Parent, as applicable, was approved by a vote of the majority of such
directors on the Board of Directors of the Company or any Parent then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to
constitute the majority of the directors (excluding any employee representatives, if any) on the Board of Directors of the Company or any Parent, then in office; 

(3) the sale, lease, transfer, conveyance or other disposition (other than by way of merger, consolidation or other business combination
transaction), in one or a series of related transactions, of all or substantially all the assets of the Company and its Restricted Subsidiaries taken as a whole to a Person, other than a Restricted Subsidiary or one or more Permitted Holders; or

 (4) the adoption of a plan relating to the liquidation or dissolution of the Company; 

provided that a Change of Control pursuant to clause (1) of this definition shall not be deemed to have occurred if such Change of Control is also
a Specified Change of Control Event. 
 “Clearstream” means Clearstream Banking, société anonyme, or
any successor securities clearing agency. 
 “Code” means the U.S. Internal Revenue Code of 1986, as amended. 

“Collateral” means all property and assets, whether now owned or hereafter acquired, in which Liens are, from time to time,
purported to be granted to secure the Notes and the Note Guarantees pursuant to the Security Documents. 
 “Common
Depositary” means The Bank of New York Mellon, London Branch, as common depositary for Euroclear and Clearstream as depositary for the Global Notes, together with its successors in such capacity. 

“Commodity Hedging Agreements” means, in respect of a Person, any commodity purchase contract, commodity futures or forward
contract, commodities option contract or other similar contract (including commodities derivative agreements or arrangements), to which such Person is a party or a beneficiary. 

“Company” has the meaning assigned to it in the preamble to this Indenture, together with its successors and assigns. 

  
 7 








 “Company Guarantee” means the guarantee of the Notes by the Company. 

“Consolidated EBITDA” for any period means, without duplication, the Consolidated Net Income for such period, plus the
following to the extent deducted in calculating such Consolidated Net Income: 
 (1) Fixed Charges plus, to the extent not already included
or added back, any costs associated with Hedging Obligations or derivatives; 
 (2) Consolidated Income Taxes; 

(3) consolidated depreciation expense; 

(4) consolidated amortization expense, including any amortization of Portfolio Assets; 

(5) any expenses, charges or other costs related to any Equity Offering, Investment, acquisition (including amounts paid in connection with
the acquisition or retention of one or more individuals comprising part of a management team retained to manage the acquired business; provided that such payments are made in connection with such acquisition and are consistent with the
customary practice in the industry at the time of such acquisition), disposition, recapitalization or the Incurrence of any Indebtedness permitted by this Indenture (in each case whether or not successful) (including any such fees, expenses or
charges related to the Transactions), in each case, as determined in good faith by an Officer of the Company; 
 (6) any minority interest
expense (whether paid or not) consisting of income attributable to minority equity interests of third parties in such period or any prior period or any net earnings, income or share of profit of any Associates, associated company or undertaking;

 (7) the amount of management, monitoring, consulting, employment and advisory fees and related expenses paid in such period to the
Permitted Holders to the extent permitted by Section 4.11 not exceeding £1.0 million; and 
 (8) other non-cash charges,
write-downs or items reducing Consolidated Net Income (excluding any such non-cash charge, write-down or item to the extent it represents an accrual of or reserve for cash charges in any future period) less other non-cash items of income increasing
Consolidated Net Income (excluding any such non-cash item of income to the extent it represents a receipt of cash in any future period). 

Notwithstanding the foregoing, the provision for taxes and the depreciation, amortization, non-cash items, charges and write-downs of a
Restricted Subsidiary shall be added to Consolidated Net Income to compute Consolidated EBITDA only to the extent (and in the same proportion, including by reason of minority interests) that the net income (loss) of such Restricted Subsidiary was
included in calculating Consolidated Net Income for the purposes of this definition. 

  
 8 








 “Consolidated Income Taxes” means Taxes or other payments, including deferred
Taxes, based on income, profits or capital (including without limitation withholding Taxes) and Corporation Tax and franchise Taxes of any of the Company and its Restricted Subsidiaries whether or not paid, estimated, accrued or required to be
remitted to any Governmental Authority. 
 “Consolidated Interest Expense” means, with respect to any Person for any
period, without duplication, (1) interest payable (whether in cash or capitalized) on Financial Indebtedness of such Person and its Restricted Subsidiaries for such period, plus (i) any amortization of debt discount with respect to such
Indebtedness and (ii) any commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing or bank guarantees, but, in each case, excluding any expense associated with Subordinated
Shareholder Funding less (2) interest income for such period. 
 “Consolidated Leverage” means the sum of the
aggregate outstanding Financial Indebtedness of the Company and its Restricted Subsidiaries as of the relevant date of calculation on a consolidated basis in accordance with GAAP. 

“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (x) Consolidated Leverage at such
date to (y) the aggregate amount of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which internal consolidated financial statements of the Company are
available; provided, however, that for the purposes of calculating Consolidated EBITDA for such period, if, as of such date of determination: 

(1) since the beginning of such period the Company or any Restricted Subsidiary has disposed of any company, any business, or any group of
assets constituting an operating unit of a business (any such disposition, a “Sale”) or if the transaction giving rise to the need to calculate the Consolidated Leverage Ratio is such a Sale, Consolidated EBITDA for such period will
be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets which are the subject of such Sale for such period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for
such period; provided that if any such Sale constitutes “discontinued operations” in accordance with the then applicable GAAP, Consolidated Net Income shall be reduced by an amount equal to the Consolidated Net Income (if positive)
attributable to such operations for such period or increased by an amount equal to the Consolidated Net Income (if negative) attributable thereto for such period; 

(2) since the beginning of such period, the Company or any Restricted Subsidiary (by merger or otherwise) has made an Investment in any Person
that thereby becomes a Restricted Subsidiary, or otherwise has acquired any company, any business, or any group of assets constituting an operating unit of a business (any such Investment or acquisition, a “Purchase”), including any such
Purchase occurring in connection with a transaction causing a calculation to be made hereunder, Consolidated EBITDA for such period will be calculated after giving pro forma effect thereto as if such Purchase occurred on the first day of such
period; and 
 (3) since the beginning of such period, any Person (that became a Restricted Subsidiary or was merged or otherwise combined
with or into the Company or any Restricted Subsidiary since the beginning of such period) will have made any Sale or any Purchase that would have required an adjustment pursuant to clause (1) or (2) above if made by the Company


  
 9 








 
or a Restricted Subsidiary since the beginning of such period, Consolidated EBITDA for such period will be calculated after giving pro forma effect thereto as if such Sale or Purchase
occurred on the first day of such period. 
 For the purposes of this definition and the definitions of Consolidated EBITDA, Consolidated
Income Taxes, Consolidated Interest Expense, Consolidated Net Income and Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries, (a) calculations will be as determined in good faith by a responsible financial or accounting
officer of the Company (including, to the extent applicable in respect of cost reduction synergies and cost savings, in each case, actually realized by the applicable date of determination) and (b) in determining the amount of Indebtedness
outstanding on any date of determination, pro forma effect shall be given to any Incurrence, repayment, repurchase, defeasance or other acquisition, retirement or discharge of Indebtedness as if such transaction had occurred on the first day
of the relevant period. 
 “Consolidated Net Income” means, for any period, the profit (loss) on ordinary activities after
taxation of the Company and its Restricted Subsidiaries determined on a consolidated basis on the basis of GAAP; provided, however, that there will not be included in such Consolidated Net Income: 

(1) subject to the limitations contained in clause (3) below, any net income (loss) of any Person if such Person is not a Restricted
Subsidiary, except that the Company’s equity in the net income of any such Person for such period will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents (x) actually distributed by such
Person during such period to the Company or a Restricted Subsidiary as a dividend or other distribution or return on investment or (y) but only for the purpose of determining the amount available for Restricted Payments under
Section 4.07(a)(4)(C)(i) that could have been distributed, as reasonably determined by an Officer of the Company (subject, in the case of a dividend or other distribution or return on investment to a Restricted Subsidiary, to the limitations
contained in clause (2) below); 
 (2) solely for the purpose of determining the amount available for Restricted Payments under
Section 4.07(a)(4)(C)(i), any profit (loss) on ordinary activities after taxation of any Restricted Subsidiary (other than the Issuer or any Guarantor) if such Subsidiary is subject to restrictions, directly or indirectly, on the payment of
dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Company, the Issuer or a Subsidiary Guarantor by operation of the terms of such Restricted Subsidiary’s charter or any agreement, instrument,
judgment, decree, order, statute or governmental rule or regulation applicable to such Restricted Subsidiary or its shareholders (other than (a) restrictions that have been waived or otherwise released, (b) restrictions pursuant to or
permitted under the New Revolving Credit Facility Agreement, the Notes or this Indenture, and (c) restrictions specified in Section 4.08(b)(11)(i)), except that the Company’s equity in the net income of any such Restricted Subsidiary
for such period will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed or that could have been distributed by such Restricted Subsidiary during such period to the Company or
another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend to another Restricted Subsidiary, to the limitation contained in this clause); 

  
 10 








 (3) any net gain (or loss) realized upon the sale or other disposition of any asset or disposed
operations of the Company or any Restricted Subsidiaries (including pursuant to any sale/leaseback transaction) which is not sold or otherwise disposed of in the ordinary course of business (as determined in good faith by an Officer or the Board of
Directors of the Company); 
 (4) any extraordinary, exceptional, unusual or nonrecurring gain, loss or charge (as determined in good faith
by the Company), or any charges or reserves in respect of any restructuring, redundancy or severance expense; 
 (5) the cumulative effect
of a change in accounting principles; 
 (6) any non-cash compensation charge or expense arising from any grant of stock, stock options or
other equity based awards and any non-cash deemed finance charges in respect of any pension liabilities or other provisions; 
 (7) all
deferred financing costs written off and premiums paid or other expenses incurred directly in connection with any early extinguishment of Indebtedness and any net gain (loss) from any write-off or forgiveness of Indebtedness; 

(8) any unrealized gains or losses in respect of Hedging Obligations or any ineffectiveness recognized in earnings related to qualifying hedge
transactions or the fair value of changes therein recognized in earnings for derivatives that do not qualify as hedge transactions, in each case, in respect of Hedging Obligations; 

(9) any unrealized foreign currency transaction gains or losses in respect of Indebtedness of any Person denominated in a currency other than
the functional currency of such Person and any unrealized foreign exchange gains or losses relating to translation of assets and liabilities denominated in foreign currencies; 

(10) any unrealized foreign currency translation or transaction gains or losses in respect of Indebtedness or other obligations of the Company
or any Restricted Subsidiary owing to the Company or any Restricted Subsidiary; 
 (11) any purchase accounting effects including, but not
limited to, adjustments to inventory, property and equipment, software and other intangible assets and deferred revenue in component amounts required or permitted by GAAP and related authoritative pronouncements (including the effects of such
adjustments pushed down to the Company and the Restricted Subsidiaries), as a result of any consummated acquisition, or the amortization or write-off of any amounts thereof (including any write-off of in-process research and development); 

(12) any goodwill or other intangible asset impairment charge or write-off; and 

(13) the impact of capitalized, accrued or accreting or pay-in-kind interest or principal on Subordinated Shareholder Funding. 

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing in any manner, whether
directly or indirectly, any operating lease, dividend or other obligation that does not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”), including any obligation of such
Person, whether or not contingent: 

  
 11 








 (1) to purchase any such primary obligation or any property constituting direct or indirect
security therefor; 
 (2) to advance or supply funds: 

(a) for the purchase or payment of any such primary obligation; or 

(b) to maintain the working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary
obligor; or 
 (3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary
obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof. 

“Credit Facility” means, with respect to the Company or any of its Subsidiaries, one or more debt facilities, indentures or
other arrangements (including the New Revolving Credit Facility Agreement or commercial paper facilities and overdraft facilities) with banks, other financial institutions or investors providing for revolving credit loans, term loans, notes,
receivables financing (including through the sale of receivables to such institutions or to special purpose entities formed to borrow from such institutions against such receivables), letters of credit or other Indebtedness, in each case, as
amended, restated, modified, renewed, refunded, replaced, restructured, refinanced, repaid, increased or extended from time to time (whether in whole or in part and whether or not with the original administrative agent and lenders or another
administrative agent or agents or other banks or institutions and whether provided under the New Revolving Credit Facility Agreement or one or more other credit or other agreements, indentures, financing agreements or otherwise) and in each case
including all agreements, instruments and documents executed and delivered pursuant to or in connection with the foregoing (including any notes and letters of credit issued pursuant thereto and any Guarantee and collateral agreement, patent and
trademark security agreement, mortgages or letter of credit applications and other Guarantees, pledges, agreements, security agreements and collateral documents). Without limiting the generality of the foregoing, the term “Credit Facility”
shall include any agreement or instrument (1) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby, (2) adding Subsidiaries of the Company as additional borrowers or guarantors thereunder,
(3) increasing the amount of Indebtedness Incurred thereunder or available to be borrowed thereunder or (4) otherwise altering the terms and conditions thereof. 

“Currency Agreement” means, in respect of a Person, any foreign exchange contract, currency swap agreement, currency futures
contract, currency option contract, currency derivative or other similar agreement to which such Person is a party or beneficiary. 

“Custodian” means, in the case of any Global Note held through Euroclear or Clearstream, the Common Depositary. 

  
 12 








 “Default” means any event which is, or after notice or passage of time or both
would be, an Event of Default. 
 “Definitive Note” means a certificated Note registered in the name of the Holder thereof
and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A hereto, except that such Note shall not bear the Global Note Legend or the “Schedule of Exchanges of Interests in the Global Note”
attached thereto. 
 “Depositary” means, with respect to any Global Note, the Person specified in Section 2.03 hereof
as the Depositary with respect to such Global Note or any successor thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision of this Indenture. 

“Designated Non-Cash Consideration” means the fair market value (as determined in good faith by the Company) of non-cash
consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Non-Cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such
valuation, less the amount of cash, Cash Equivalents or Temporary Cash Investments received in connection with a subsequent payment, redemption, retirement, sale or other disposition of such Designated Non-Cash Consideration. A particular item of
Designated Non-Cash Consideration will no longer be considered to be outstanding when and to the extent it has been paid, redeemed or otherwise retired or sold or otherwise disposed of in compliance with Section 4.10. 

“Designated Preference Shares” means, with respect to the Company or any Parent, Preferred Stock (other than Disqualified
Stock) (a) that is issued for cash (other than to the Company or a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees to the extent funded
by the Company or such Subsidiary) and (b) that is designated as “Designated Preference Shares” pursuant to an Officer’s Certificate of the Company at or prior to the issuance thereof, the Net Cash Proceeds of which are excluded
from the calculation set forth in Section 4.07(a)(4)(C)(ii). 
 “Disinterested Director” means, with respect to any
Affiliate Transaction, a member of the Board of Directors of the Company having no material direct or indirect financial interest in or with respect to such Affiliate Transaction. A member of the Board of Directors of the Company shall be deemed not
to have such a financial interest solely by reason of such member’s holding Capital Stock of the Company or any Parent or any options, warrants or other rights in respect of such Capital Stock. 

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which by its terms (or by the terms
of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event: 
 (1) matures or is
mandatorily redeemable for cash or in exchange for Indebtedness pursuant to a sinking fund obligation or otherwise; 

  
 13 








 (2) is convertible or exchangeable for Indebtedness or Disqualified Stock (excluding Capital
Stock which is convertible or exchangeable solely at the option of the Company or a Restricted Subsidiary); or 
 (3) is or may become (in
accordance with its terms) upon the occurrence of certain events or otherwise redeemable or repurchasable for cash or in exchange for Indebtedness at the option of the holder of the Capital Stock in whole or in part, in each case on or prior to the
earlier of (a) the Stated Maturity of the Notes or (b) the date on which there are no Notes outstanding; provided, however, that (i) only the portion of Capital Stock which so matures or is mandatorily redeemable, is so
convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock and (ii) any Capital Stock that would constitute Disqualified Stock solely because the holders
thereof have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or asset sale (howsoever defined or referred to) shall not constitute Disqualified Stock if any such redemption or repurchase
obligation is subject to compliance by the relevant Person with Section 4.07. 
 “Duke Street” means Duke Street LLP.

 “Equity Investors” means Duke Street, funds managed by Duke Street or any of its or their Affiliates, or any
co-investment vehicle managed by Duke Street or any of its or their Affiliates. 
 “Equity Offering” means (x) a
public sale of Capital Stock of the Company (other than Disqualified Stock or Designated Preference Shares and other than an Excluded Contribution) other than offerings registered on Form S-8 (or any successor form) under the Securities Act or any
similar offering in other jurisdictions, or (y) the public sale of Capital Stock or other securities of MFG or MFI, the proceeds of which are contributed to the equity (other than through the issuance of Disqualified Stock or Designated
Preference Shares or through an Excluded Contribution) of the Company or any of its Restricted Subsidiaries. 
 “ERC”
means, for any date of calculation, the aggregate amount of estimated remaining gross collections projected to be received by the Company and its Restricted Subsidiaries from all Portfolio Assets owned by the Company and its Restricted Subsidiaries
during the period of 84 months, as calculated by the Portfolio ERC Model, as at the last day of the month most recently ended prior to the date of calculation. 

“Escrowed Proceeds” means the proceeds from the offering of any debt securities or other Indebtedness paid into an escrow
account with an independent escrow agent on the date of the applicable offering or Incurrence pursuant to escrow arrangements that permit the release of amounts on deposit in such escrow account upon satisfaction of certain conditions or the
occurrence of certain events. The term “Escrowed Proceeds” shall include any interest earned on the amounts held in escrow. 

“Euroclear” means Euroclear Bank SA/NV or any successor securities clearing agency. 

  
 14 








 “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and
the rules and regulations of the SEC promulgated thereunder, as amended. 
 “Excluded Contribution” means Net Cash Proceeds
or property or assets received by the Company as capital contributions to the equity (other than through the issuance of Disqualified Stock or Designated Preference Shares) of the Company after the Issue Date or from the issuance or sale (other than
to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Company or any Subsidiary of the Company for the benefit of its employees to the extent funded by the Company or any Restricted Subsidiary) of Capital Stock
(other than Disqualified Stock or Designated Preference Shares) of the Company, in each case, to the extent designated as an Excluded Contribution pursuant to an Officer’s Certificate of the Company. The Excluded Shareholder Contribution may
not be designated as an Excluded Contribution. 
 “Excluded Shareholder Contribution” means (i) the aggregate cash
amount of up to £16.3 million contributed by the Parent or an Affiliate of the Parent to the Company or a Restricted Subsidiary on or within 90 days of the Issue Date and (ii) any other contribution or payment by the Parent or an
Affiliate of the Parent to the Company or a Restricted Subsidiary made on or about the Issue Date, in each case that corresponds to the whole or part of the proceeds from the Offering paid or otherwise distributed to the Shareholders of the Company
on the Issue Date. 
 “Existing Revolving Credit Facility” means the £80 million senior secured revolving credit
facility under the facility agreement originally dated October 30, 2012, and as amended and restated on February 14, 2013, among MFG, certain subsidiaries of MFG, The Royal Bank of Scotland plc and Investec Bank plc, as arrangers, The
Royal Bank of Scotland plc, as security agent, and the other parties named therein. 
 “fair market value” may be
conclusively established by means of an Officer’s Certificate or a resolution of the Board of Directors of the Company setting out such fair market value as determined by such Officer or such Board of Directors in good faith. 

“Financial Indebtedness” means any Indebtedness described under clauses (1), (2), (4), (5), (6) and (7) of the
definition of “Indebtedness.” 
 “Fixed Charge Coverage Ratio” means, with respect to any Person on any
determination date, the ratio of Consolidated EBITDA of such Person for the most recently completed four consecutive fiscal quarters ending immediately prior to such determination date for which internal consolidated financial statements of such
Person are available to the Fixed Charges of such Person and its Restricted Subsidiaries for such four consecutive fiscal quarters. In the event that the Company or any Restricted Subsidiary Incurs, assumes, Guarantees, redeems, defeases, retires or
extinguishes any Indebtedness (other than, in the case of redemption, defeasance, retirement or extinguishment, Indebtedness Incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced)
or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the
Fixed Charge Coverage 

  
 15 








 
Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such Incurrence,
assumption, Guarantee, redemption, defeasance, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period;
provided, however, that the pro forma calculation of Fixed Charges shall not give effect to (i) any Indebtedness incurred on the Fixed Charge Coverage Ratio Calculation Date pursuant to the provisions described in
Section 4.09(b) or (ii) the discharge on the Fixed Charge Coverage Ratio Calculation Date of any Indebtedness to the extent that such discharge results from the proceeds incurred pursuant to the provisions described in
Section 4.09(b). 
 For purposes of making the computation referred to above, any Investments, acquisitions, dispositions, mergers,
consolidations and disposed or discontinued operations that have been made by the Company or any of its Restricted Subsidiaries during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with
the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations and disposed or discontinued operations (and the change in any
associated fixed charge obligations and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted
Subsidiary or was merged with or into the Company or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation or disposed or discontinued any operation that
would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation or
disposed or discontinued operation had occurred at the beginning of the applicable four-quarter period. 
 For purposes of this definition,
whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or chief accounting officer of the Company (including, to the extent applicable, cost
reduction synergies and cost savings, in each case, actually realized by the applicable determination date). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be
calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease
Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For
purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the
applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or
other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Company may designate. 

  
 16 








 “Fixed Charges” means, with respect to any Person for any period, the sum of:

 (1) Consolidated Interest Expense of such Person for such period; 

(2) all cash and non-cash dividends or other distributions payable (excluding items eliminated in consolidation) on any series of Preferred
Stock during such period; 
 (3) all cash and non-cash dividends or other distributions payable (excluding items eliminated in
consolidation) on any series of Disqualified Stock during this period; and 
 (4) any interest expense on Indebtedness of another person
that is guaranteed by such Person or its Restricted Subsidiaries or secured by a Lien on assets of such Person or its Restricted Subsidiaries, but only to the extent such guarantee or Lien is called upon, 

determined on a consolidated basis in accordance with GAAP. 

“GAAP” means generally accepted accounting principles in the United Kingdom as in effect on the date of any calculation or
determination required hereunder. Except as otherwise set forth in this Indenture, all ratios and calculations based on GAAP contained in this Indenture shall be computed in accordance with GAAP. At any time after the Issue Date, the Company may
elect to establish that GAAP shall mean UK GAAP as in effect on or prior to the date of such election; provided that any such election, once made, shall be irrevocable. At any time after the Issue Date, the Company may elect to apply
IFRS accounting principles in lieu of UK GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Indenture), including as to the ability of the Company to make
an election pursuant to the previous sentence; provided that any such election, once made, shall be irrevocable; provided further, that any calculation or determination in this Indenture that requires the application of UK GAAP for periods that
include fiscal quarters ended prior to the Company’s election to apply IFRS shall remain as previously calculated or determined in accordance with UK GAAP; provided further, however, that the Company may only make such election if
it also elects to prepare any subsequent financial reports required to be made by the Company, including pursuant to Section 4.03, in IFRS. The Company shall give notice of any such election made in accordance with this definition to the
Trustee and the Holders. 
 “Gilt Rate” means, as of any redemption date, the yield to maturity as of such redemption date
of United Kingdom government securities with a fixed maturity (as compiled by the debt management office statistics that have become publicly available at least two Business Days in London prior to such redemption date (or, if such statistics are no
longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to August 1, 2016; provided, however, that if the period from such redemption date to
August 1, 2016 is less than one year, the weekly average yield on actually traded United Kingdom government securities denominated in sterling adjusted to a fixed maturity of one year shall be used. 

“Global Notes” means, individually and collectively, the Global Notes, substantially in the form of Exhibit A
hereto (including the Global Note Legend thereon and the “Schedule of Exchange of Interests in the Global Note” attached thereto) issued in accordance with Section 2.01 or 2.06 hereof. 

  
 17 








 “Global Note Legend” means the legend set forth in Section 2.06(g), which
is required to be placed on all Global Notes issued under this Indenture. 
 “Governmental Authority” means any nation,
sovereign or government, any state, province, territory or other political subdivision thereof, and any entity or authority exercising executive, legislative, judicial, regulatory, self-regulatory or administrative functions of or pertaining to
government, including a central bank or stock exchange. 
 “Guarantee” means any obligation, contingent or otherwise, of
any Person directly or indirectly guaranteeing any Indebtedness of any other Person, including any such obligation, direct or indirect, contingent or otherwise, of such Person: 

(1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by
virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise); or 

(2) entered into primarily for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect
such obligee against loss in respect thereof (in whole or in part), provided, however, that the term “Guarantee” will not include endorsements for collection or deposit in the ordinary course of business. The term
“Guarantee” used as a verb has a corresponding meaning. 
 “Guarantor” means MFG (and any successor obligor under
the MFG Guarantee), MFI (and any successor obligor under the MFI Guarantee), the Company (and any successor obligor under the Company Guarantee) and any Restricted Subsidiary that Guarantees the Notes. 

“HayFin Facility” means the £18.7 million senior secured term loan facility under the facility agreement dated
September 26, 2012, among MFG, certain subsidiaries of MFG, Haymarket Financial Luxembourg 3 S.à r.l and Haymarket Financial LLP, as amended. 

“Hedging Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement, Currency
Agreement or Commodity Hedging Agreement (each, a “Hedging Agreement”) including any credit support annex or similar credit support arrangement entered into in connection with any such Hedging Agreement. 

“Holder” means each Person in whose name the Notes are registered on the Registrar’s books, which shall initially be the
nominee of the common depositary for Euroclear and Clearstream. 
 “IFRS” means the International Financial Reporting
Standards (formerly, International Accounting Standards) endorsed from time to time by the European Union or any variation thereof with which the Company or its Restricted Subsidiaries are, or may be, required to comply; provided that at any
date after the Issue Date the Company may make an irrevocable election to establish that “IFRS” shall mean IFRS as in effect on a date that is on or prior to the date of such election. The Company shall give notice of any such election to
the Trustee. 

  
 18 








 “Immaterial Subsidiary” means any Restricted Subsidiary that (i) has not
guaranteed, or is not a co-obligor under, any other Indebtedness of the Issuer or any Guarantor and (ii) (A) has Total Assets (as determined in accordance with GAAP) of less than 5% of the Company’s consolidated Total Assets and
(B) has Consolidated EBITDA of less than 5% of the Company’s Consolidated EBITDA (in each case, measured (i) for the four quarters ended most recently for which internal financial statements are available, (ii) on a pro
forma basis giving effect to any acquisitions or depositions of companies, division or lines of business since such balance sheet date or the start of such four quarter period, as applicable and (iii) on the basis of management accounts and
excluding intercompany balances, investments in subsidiaries and joint ventures and intangible assets). 
 “Incur” means
issue, create, assume, enter into any Guarantee of, incur, extend or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Restricted Subsidiary
(whether by merger, consolidation, acquisition or otherwise) will be deemed to be Incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary and the terms “Incurred” and “Incurrence” have meanings
correlative to the foregoing and any Indebtedness pursuant to any revolving credit or similar facility shall only be “Incurred” at the time any funds are borrowed thereunder. 

“Indebtedness” means, with respect to any Person on any date of determination (without duplication): 

(1) the principal of indebtedness of such Person for borrowed money; 

(2) the principal of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; 

(3) all reimbursement obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments (the
amount of such obligations being equal at any time to the aggregate then undrawn and unexpired amount of such letters of credit or other instruments plus the aggregate amount of drawings thereunder that have been reimbursed) (except to the extent
such reimbursement obligations relate to trade payables and such obligations are satisfied within 30 days of Incurrence); 
 (4) Capitalized
Lease Obligations of such Person; 
 (5) the principal component of all obligations, or liquidation preference, of such Person with respect
to any Disqualified Stock or, with respect to any Restricted Subsidiary (other than the Issuer), any Preferred Stock (but excluding, in each case, any accrued dividends); 

(6) the principal component of all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such
Indebtedness is assumed by such Person; provided, however, that the amount of such Indebtedness will be the lesser of (a) the fair market value of such asset at such date of determination (as determined in good faith by the
Company) and (b) the amount of such Indebtedness of such other Persons; 

  
 19 








 (7) Guarantees by such Person of the principal component of Indebtedness of other Persons to the
extent Guaranteed by such Person; and 
 (8) to the extent not otherwise included in this definition, net obligations of such Person under
Currency Agreements and Interest Rate Agreements (the amount of any such obligations to be equal at any time to the termination value of such agreement or arrangement giving rise to such obligation that would be payable by such Person at such time).

 The term “Indebtedness” shall not include Subordinated Shareholder Funding or any lease, concession or license of property (or
Guarantee thereof) which would be considered an operating lease under GAAP as in effect on the Issue Date, any asset retirement obligations, prepayments or deposits received from clients or customers, in each case, in the ordinary course of
business, or obligations under any license, permit or other approval (or Guarantees given in respect of such obligations) Incurred prior to the Issue Date or in the ordinary course of business. 

The amount of Indebtedness of any Person at any time in the case of a revolving credit or similar facility shall be the total amounts of funds
borrowed and then outstanding. The amount of Indebtedness of any Person at any date shall be determined as set forth above or otherwise provided in this Indenture, and (other than with respect to letters of credit or Guarantees or Indebtedness
specified in clause (5), (6) or (8) above) shall be (a) in the case of any Indebtedness issued with original issue discount, the amount in respect thereof that would appear on the balance sheet of such Person in accordance with GAAP
and (b) the principal amount of the Indebtedness, in the case of any other Indebtedness. 
 Notwithstanding the above provisions, in no
event shall the following constitute Indebtedness: 
 (i) Contingent Obligations Incurred in the ordinary course of business; 

(ii) in connection with the purchase by the Company or any Restricted Subsidiary of any business, any post-closing payment adjustments to which
the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that, at the time of closing,
the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 30 days thereafter; 

(iii) for the avoidance of doubt, any obligations in respect of workers’ compensation claims, early retirement or termination obligations,
pension fund obligations or contributions or similar claims, obligations or contributions or social security or wage Taxes; or 
 (iv)
Indebtedness of a Trust Management SPV where the proceeds of such Indebtedness are used to finance the purchase of assets to be held in such trust; provided that the incurrence of such Indebtedness is without recourse to and contains no
obligation on the Company or any other Restricted Subsidiary or any of their assets in any way. 

  
 20 








 “Indenture” means this Indenture, as amended or supplemented from time to time.

 “Independent Financial Advisor” means an investment banking or accounting firm of international standing or any
third-party appraiser of international standing; provided, however, that such firm or appraiser is not an Affiliate of the Company. 

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant. 

“Initial Notes” means the £150,000,000 aggregate principal amount of Notes issued under this Indenture on the date
hereof. 
 “Initial Purchasers” means the initial purchasers listed on schedule 1 to the purchase agreement entered into in
connection with the offer and sale of the Notes on July 18, 2013, and any similar purchase agreement in connection with any Additional Notes. 

“Initial Public Offering” means an Equity Offering of common stock or other common equity interests of the Company or any
Parent or any successor of the Company or any Parent (the “IPO Entity”) following which there is a Public Market and, as a result of which, the shares of common stock or other common equity interests of the IPO Entity in such
offering are listed on an internationally recognized exchange or traded on an internationally recognized market. 

“Instructions” means any written notices, written directions or written instructions received by the Trustee or any of the
Agents in accordance with the provisions of this Indenture from an Authorized Person or from a person reasonably believed by the Trustee or any of the Agents to be an Authorized Person. 

“Intercreditor Agreement” means the intercreditor agreement to be dated on or about the Issue Date made between the Company,
the Issuer, the Subsidiary Guarantors, the Security Agent, the agent for, and the lenders under, the New Revolving Credit Facility, the Trustee and the other parties named therein, as amended, restated or otherwise modified or varied from time to
time. 
 “Interest Rate Agreement” means, with respect to any Person, any interest rate protection agreement, interest rate
future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar agreement or arrangement to which such Person is party or a
beneficiary. 
 “Investment” means, with respect to any Person, all investments by such Person in other Persons (including
Affiliates) in the form of any direct or indirect advance, loan or other extensions of credit (other than advances or extensions of credit to customers, suppliers, directors, officers or employees of any Person in the ordinary course of business,
and excluding any purchase of Portfolio Assets in the ordinary course of business or debt or extension of credit represented by a bank deposit other than a time deposit) or capital contribution to (by means of any transfer of cash or other property
to others or any payment for property or services for the account or use of others), or the Incurrence of a Guarantee of any obligation of, or any purchase 

  
 21 








 
or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such other Persons and all other items that are or would be classified as investments on a balance sheet
prepared on the basis of GAAP; provided, however, that endorsements of negotiable instruments and documents in the ordinary course of business will not be deemed to be an Investment. If the Company or any Restricted Subsidiary issues,
sells or otherwise disposes of any Capital Stock of a Person that is a Restricted Subsidiary such that, after giving effect thereto, such Person is no longer a Restricted Subsidiary, any Investment by the Company or any Restricted Subsidiary in such
Person remaining after giving effect thereto will be deemed to be a new Investment at such time equal to the fair market value of the Capital Stock of such Subsidiary not sold or disposed of in an amount determined as provided in
Section 4.07(c). 
 For purposes of Section 4.07: 

(1) “Investment” will include the portion (proportionate to the Company’s equity interest in a Restricted Subsidiary to be
designated as an Unrestricted Subsidiary) of the fair market value of the net assets of such Restricted Subsidiary at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a
re-designation of such Subsidiary as a Restricted Subsidiary, the Company will be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (a) the Company’s
“Investment” in such Subsidiary at the time of such re-designation less (b) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the
net assets (as conclusively determined by the Board of Directors of the Company in good faith) of such Subsidiary at the time that such Subsidiary is so re-designated a Restricted Subsidiary; and 

(2) any property transferred to or from an Unrestricted Subsidiary will be valued at its fair market value at the time of such transfer, in
each case as determined in good faith by the Board of Directors of the Company. 
 The amount of any Investment outstanding at any time
shall be the original cost of such Investment, reduced (at the Company’s option) by any dividend, distribution, interest payment, return of capital, repayment or other amount or value received in respect of such Investment. 

“Investment Grade Securities” means: 

(1) securities issued or directly and fully Guaranteed or insured by the United States or Canadian government or any agency or instrumentality
thereof (other than Cash Equivalents); 
 (2) securities issued or directly and fully guaranteed or insured by a member of the European
Union (other than Greece, Cyprus and Portugal), or any agency or instrumentality thereof (other than Cash Equivalents); 
 (3) debt
securities or debt instruments with a rating of “A–” or higher from S&P or “A3” or higher by Moody’s or the equivalent of such rating by such rating organization or, if no rating of Moody’s or S&P then
exists, the equivalent of such rating by any other Nationally Recognized Statistical Rating Organization, but excluding any debt securities or instruments constituting loans or advances among the Company and its Subsidiaries; and 

  
 22 








 (4) investments in any fund that invests exclusively in investments of the type described in
clauses (1), (2) and (3) above which fund may also hold cash and Cash Equivalents pending investment or distribution. 

“Investment Grade Status” shall occur when the Notes receive both of the following: 

(1) a rating of “BBB–” or higher from S&P; and 

(2) a rating of “Baa3” or higher from Moody’s; 

or the equivalent of such ratings by either such rating organizations or, if no rating of Moody’s or S&P then exists, the equivalent
of such applicable rating by any other Nationally Recognized Statistical Rating Organization. 
 “IPO Entity” has the
meaning given to it in the definition of “Initial Public Offering.” 
 “IPO Market Capitalization” means an
amount equal to (i) the total number of issued and outstanding shares of common stock or common equity interests of the IPO Entity at the time of closing of the Initial Public Offering multiplied by (ii) the price per share at which such
shares of common stock or common equity interest are sold in such Initial Public Offering. 
 “Issue Date” means
July 25, 2013. 
 “Issuer” has the meaning assigned to it in the preamble to this Indenture. 

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale
or other title retention agreement or lease in the nature thereof). 
 “Losses” means any and all claims, losses,
liabilities, damages, costs, expenses and judgments (including legal fees and expenses) sustained or incurred by either party. 

“Management Advances” means loans or advances made to, or Guarantees with respect to loans or advances made to, directors,
officers, employees or consultants of any Parent, the Company or any Restricted Subsidiary: 
 (1) in respect of travel, entertainment or
moving related expenses Incurred in the ordinary course of business; 
 (2) in respect of moving related expenses Incurred in connection
with any closing or consolidation of any facility or office; or 
 (3) not exceeding £0.5 million in the aggregate outstanding at
any time. 

  
 23 








 “Management Investors” means the officers, directors, employees and other
members of the management of or consultants to any Parent, the Company or any of their respective Subsidiaries, or spouses, family members or relatives thereof, or any trust, partnership or other entity for the benefit of or the beneficial owner of
which (directly or indirectly) is any of the foregoing, or any of their heirs, executors, successors and legal representatives, who at any date beneficially own or have the right to acquire, directly or indirectly, Capital Stock of the Company, any
Restricted Subsidiary or any Parent. 
 “Market Capitalization” means an amount equal to (i) the total number of
issued and outstanding shares of common stock or common equity interests of the IPO Entity on the date of the declaration of the relevant dividend multiplied by (ii) the arithmetic mean of the closing prices per share of such common stock or
common equity interests for the 30 consecutive trading days immediately preceding the date of declaration of such dividend. 
 “MFG
Guarantee” means the guarantee of the Notes by MFG. 
 “MFI Guarantee” means the guarantee of the Notes by MFI.

 “Moody’s” means Moody’s Investors Service, Inc. or any of its successors or assigns that is a Nationally
Recognized Statistical Rating Organization. 
 “Nationally Recognized Statistical Rating Organization” means a nationally
recognized statistical rating organization within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act. 
 “Net Available
Cash” from an Asset Disposition means cash payments received (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and net proceeds from the sale or other
disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring person of Indebtedness or other obligations relating to the properties
or assets that are the subject of such Asset Disposition or received in any other non-cash form) therefrom, in each case net of: 
 (1) all
legal, accounting, investment banking, title and recording tax expenses, commissions and other fees and expenses Incurred, and all Taxes paid or required to be paid or accrued as a liability under GAAP (after taking into account any available tax
credits or deductions), as a consequence of such Asset Disposition; 
 (2) all payments made on any Indebtedness which is secured by any
assets subject to such Asset Disposition, in accordance with the terms of any Lien upon such assets, or which are required by applicable law to be repaid out of the proceeds from such Asset Disposition; 

(3) all distributions and other payments required to be made to minority interest holders (other than any Parent, the Company or any of their
respective Subsidiaries) in Subsidiaries or joint ventures as a result of such Asset Disposition; and 

  
 24 








 (4) the deduction of appropriate amounts required to be provided by the seller as a reserve, on
the basis of GAAP, against any liabilities associated with the assets disposed of in such Asset Disposition and retained by the Company or any Restricted Subsidiary after such Asset Disposition. 

“Net Cash Proceeds”, with respect to any issuance or sale of Capital Stock or Subordinated Shareholder Funding, means the
cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts or commissions and brokerage, consultant and other fees and charges actually
Incurred in connection with such issuance or sale and net of taxes paid or payable as a result of such issuance or sale (after taking into account any available tax credit or deductions). 

“New Revolving Credit Facility” means the senior secured revolving credit facility agreement dated on or around the Issue
Date among the Company, the Security Agent, Investec Bank plc as facility agent and the other parties named therein, as amended, supplemented, refinanced, replaced or otherwise modified from time to time. 

“Note Documents” means the Notes (including Additional Notes), this Indenture, the Intercreditor Agreement and the Security
Documents. 
 “Note Guarantees” means the MFG Guarantee, the MFI Guarantee and the Company Guarantee, together with the
Subsidiary Note Guarantees and, for the avoidance of doubt, includes any Additional Note Guarantee. 
 “Notes” has the
meaning assigned to it in the preamble to this Indenture. The Initial Notes and any Additional Notes shall be treated as a single class for all purposes under this Indenture, and, unless the context otherwise requires, all references to the Notes
shall include the Initial Notes and any Additional Notes. 
 “Offering Memorandum” means the offering memorandum dated
July 18, 2013, relating to the offering of the Initial Notes. 
 “Officer” means, with respect to any Person,
(1) the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer, any Managing Director, or the Secretary (a) of such Person or (b) if such Person
is owned or managed by a single entity, of such entity, or (2) any other individual designated as an “Officer” for the purposes of this Indenture by the Board of Directors of such Person. 

“Officer’s Certificate” means, with respect to any Person, a certificate signed by one Officer of such Person. 

“Opinion of Counsel” means a written opinion from legal counsel reasonably satisfactory to the Trustee. The counsel may be an
employee of or counsel to the Company or its Subsidiaries. 

  
 25 








 “Parent” means any Person of which the Company at any time is or becomes a
Subsidiary after the Issue Date and any holding companies established by any Permitted Holder for purposes of holding its investment in any Parent. 

“Parent Expenses” means: 

(1) costs (including all professional fees and expenses) Incurred by any Parent in connection with reporting obligations under or otherwise
Incurred in connection with compliance with applicable laws, rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, this Indenture or any other agreement or instrument relating to Indebtedness of the Company
or any Restricted Subsidiary, including in respect of any reports filed with respect to the Securities Act, Exchange Act or the respective rules and regulations promulgated thereunder; 

(2) customary indemnification obligations of any Parent owing to directors, officers, employees or other Persons under its charter or by-laws
or pursuant to written agreements with any such Person to the extent relating to the Company and its Subsidiaries; 
 (3) obligations of any
Parent in respect of director and officer insurance (including premiums therefor) to the extent relating to the Company and its Subsidiaries; 

(4) general corporate overhead expenses, including (a) professional fees and expenses and other operational expenses of any Parent or any
Equity Investor or any of its Affiliates related to the ownership or operation of the business of the Company or any of its Restricted Subsidiaries (including, without limitation, accounting, legal, corporate reporting, and administrative expenses
as well as payments made pursuant to secondment, employment or similar agreements entered into between the Company and/or any of its Restricted Subsidiaries and/or any Parent and any Equity Investor or any of its Affiliates or any employee thereof),
(b) costs and expenses with respect to any litigation or other dispute relating to the Transactions or the ownership, directly or indirectly, of the Issuer by any Parent, (c) any taxes and other fees and expenses required to maintain such
Parent’s corporate existence and to provide for other ordinary course operating costs, including customary salary, bonus and other benefits payable to officers and employees of such Parent and (d) to reimburse reasonable out-of-pocket
expenses of the Board of Directors of such Parent; 
 (5) other fees, expenses and costs relating directly or indirectly to activities of
the Company and its Subsidiaries in an amount not to exceed £1.0 million in any fiscal year; 
 (6) expenses Incurred by any
Parent in connection with any Public Offering or other sale of Capital Stock or Indebtedness: 
 (x) where the net proceeds of such offering
or sale are intended to be received by or contributed to the Company or a Restricted Subsidiary, 
 (y) in a pro-rated amount of such
expenses in proportion to the amount of such net proceeds intended to be so received or contributed, or 

  
 26 








 (z) otherwise on an interim basis prior to completion of such offering so long as any Parent
shall cause the amount of such expenses to be repaid to the Company or the relevant Restricted Subsidiary out of the proceeds of such offering promptly if completed; and 

(7) any income taxes, to the extent such income taxes are attributable to the income of the Company and its Restricted Subsidiaries and, to
the extent of the amount actually received in cash from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of such Unrestricted Subsidiaries. 

“Pari Passu Indebtedness” means Indebtedness of the Company (other than Indebtedness of the Company pursuant to the New
Revolving Credit Facility and Priority Hedging Obligations) or any Guarantor if such Guarantee ranks equally in right of payment to the Note Guarantees which, in each case, is secured by Liens on the Collateral. 

“Participant” means, with respect to any Depositary, a Person who is a participant of or has an account with such Depositary.

 “Paying Agent” means any Person authorized by the Issuer to pay the principal of (and premium, if any) or interest on
any Note on behalf of the Issuer. 
 “Permitted Asset Swap” means the concurrent purchase and sale or exchange of assets
used or useful in a Similar Business or a combination of such assets and cash, Cash Equivalents or Temporary Cash Investments between the Company or any of its Restricted Subsidiaries and another Person; provided that any cash or Cash
Equivalents received in excess of the value of any cash or Cash Equivalents sold or exchanged must be applied in accordance with Section 4.10. 

“Permitted Collateral Liens” means (A) Liens on the Collateral described in one or more of clauses (2), (3), (4), (5),
(6), (8), (9), (10), (11), (12), (13), (14), (18), (19), (20), (21), (22), (23) and (25) of the definition of “Permitted Liens,” (B) Liens on the Collateral to secure Indebtedness of the Company or a Restricted Subsidiary
that is permitted to be Incurred under Section 4.09(b)(1), 4.09(b)(2) (in the case of 4.09(b)(2), to the extent such Guarantee is in respect of Indebtedness otherwise permitted to be secured and specified in this definition of “Permitted
Collateral Liens”), 4.09(b)(4)(a), 4.09(b)(6) or 4.09(b)(11); provided, however, that any such Lien ranks equal to (including with respect to the application of proceeds from any realization or enforcement of the Collateral in
accordance with the Intercreditor Agreement) all other Liens on such Collateral securing the Notes and the Note Guarantees (except that a Lien in favor of Indebtedness incurred under Section 4.09(b)(1) and a Lien in favor of Priority Hedging
Obligations may have super priority in respect of the proceeds from any realization or enforcement of the Collateral on terms not materially less favorable to the Holders than that accorded to the New Revolving Credit Facility on the Issue Date as
provided in the Intercreditor Agreement as in effect on the Issue Date), (C) Liens on the Collateral securing Indebtedness of the Company or a Guarantor incurred under Section 4.09(a); provided that, in the case of this clause (C),
(x) after giving effect to such incurrence on that date, the Secured LTV Ratio is less than 0.6 and (y) any such Lien ranks equal to (including with respect to the application of proceeds from any realization or enforcement of the
Collateral in accordance with the Intercreditor Agreement) all other Liens on such Collateral securing the Notes and the Note 

  
 27 








 
Guarantees or (D) Liens on Collateral securing Refinancing Indebtedness in respect of any Indebtedness secured pursuant to the foregoing clauses (A), (B) and (C) provided that any
such Lien ranks equal to (including with respect to the application of proceeds from any realization or enforcement of the Collateral in accordance with the Intercreditor Agreement) all other Liens on such Collateral securing the Notes and the Note
Guarantees (except as otherwise permitted in clause (B)). To the extent that a Lien on the Collateral consists of a mortgage over any real estate located in the United Kingdom, it shall constitute a Permitted Collateral Lien only to the extent that
a mortgage ranking at least pari passu is granted in favor of the Security Agent for the benefit of the Trustee and the Holders. 

“Permitted Holders” means, collectively, (1) the Equity Investors and any Affiliate or Related Person of any of them,
(2) any one or more Persons whose beneficial ownership constitutes or results in a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Indenture, (3) other than for purposes
of Section 4.11(b)(12) in connection with the initial investment of any such Person in the Company and its Restricted Subsidiaries, any one or more Persons whose beneficial ownership would have constituted or resulted in a Change of Control but
for the fact that such Change of Control is also a Specified Change of Control Event, (4) Senior Management and Related Persons and (5) any Person who is acting as an underwriter in connection with a public or private offering of Capital
Stock of any Parent or the Company, acting in such capacity. Any person or group that includes a Permitted Holder shall also be deemed to be a Permitted Holder, provided that Permitted Holders as defined in clauses (1), (2) and
(4) above retain exclusive beneficial ownership and control of at least 50.1% of the total voting power of the Voting Stock of the Company beneficially owned by any group that becomes a Permitted Holder at any time as a result of the
application of this sentence (without giving effect to the existence of such group or any other group). 
 “Permitted
Investment” means (in each case, by the Company or any of its Restricted Subsidiaries): 
 (1) Investments in
(a) a Restricted Subsidiary (including the Capital Stock of a Restricted Subsidiary) or the Company or (b) a Person (including the Capital Stock of any such Person) that is engaged in any Similar Business and such Person will, upon the
making of such Investment, become a Restricted Subsidiary; 
 (2) Investments in another Person if such Person is engaged in
any Similar Business and as a result of such Investment such other Person is merged, consolidated or otherwise combined with or into, or transfers or conveys all or substantially all its assets to, the Company or a Restricted Subsidiary; 

(3) Investments in cash, Cash Equivalents, Temporary Cash Investments or Investment Grade Securities; 

(4) Investments in Receivables owing to the Company or any Restricted Subsidiary created or acquired in the ordinary course of
business; 

  
 28 








 (5) Investments in payroll, travel and similar advances to cover matters that are
expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; 

(6) Management Advances; 

(7) Investments in Capital Stock, obligations or securities received in settlement of debts created in the ordinary course of
business and owing to the Company or any Restricted Subsidiary, or as a result of foreclosure, perfection or enforcement of any Lien, or in satisfaction of judgments or pursuant to any plan of reorganization or similar arrangement including upon the
bankruptcy or insolvency of a debtor; 
 (8) Investments made as a result of the receipt of non-cash consideration from a
sale or other disposition of property or assets, including an Asset Disposition, in each case, that was made in compliance with Section 4.10; 

(9) Investments in existence on, or made pursuant to legally binding commitments in existence on, the Issue Date; 

(10) Currency Agreements, Interest Rate Agreements, Commodity Hedging Agreements and related Hedging Obligations, which
transactions or obligations are Incurred in compliance with Section 4.09; 
 (11) Investments, taken together with all
other Investments made pursuant to this clause (11) and at any time outstanding, in an aggregate amount at the time of such Investment not to exceed the greater of £5.5 million and 4.5% of Total Assets; provided that, if an
Investment is made pursuant to this clause in a Person that is not a Restricted Subsidiary and such Person subsequently becomes a Restricted Subsidiary or is subsequently designated a Restricted Subsidiary pursuant to Section 4.07, such
Investment shall thereafter be deemed to have been made pursuant to clause (1) or (2) of the definition of “Permitted Investments” and not this clause; 

(12) pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business or
Liens otherwise described in the definition of “Permitted Liens” or made in connection with Liens permitted under Section 4.12; 

(13) any Investment to the extent made using Capital Stock of the Company (other than Disqualified Stock) or Capital Stock of
any Parent as consideration; 
 (14) any transaction to the extent constituting an Investment that is permitted and made in
accordance with Section 4.11(b) (except those described in Sections 4.11(b)(1), 4.11(b)(3), 4.11(b)(6), 4.11(b)(8), 4.11(b)(9), 4.11(b)(11) and 4.11(b)(12)); 

(15) Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or licenses or leases
of intellectual property, in any case, in the ordinary course of business and in accordance with this Indenture; 

  
 29 








 (16) Guarantees not prohibited by Section 4.09 and (other than with respect
to Indebtedness) guarantees, keepwells and similar arrangements in the ordinary course of business; 
 (17) Investments in
Associates or Unrestricted Subsidiaries in an aggregate amount when taken together with all other Investments made pursuant to this clause (17) that are at the time outstanding not to exceed the greater of £4.3 million and 3.5% of
Total Assets; and 
 (18) Investments in the Notes and any Additional Notes. 

“Permitted Liens” means, with respect to any Person: 

(1) Liens on assets or property of a Restricted Subsidiary that is not a Guarantor securing Indebtedness of any Restricted
Subsidiary that is not a Guarantor; 
 (2) pledges, deposits or Liens under workmen’s compensation laws, unemployment
insurance laws, social security laws or similar legislation, or insurance related obligations (including pledges or deposits securing liability to insurance carriers under insurance or self-insurance arrangements), or in connection with bids,
tenders, completion guarantees, contracts (other than for borrowed money) or leases, or to secure utilities, licenses, public or statutory obligations, or to secure surety, indemnity, judgment, appeal or performance bonds, guarantees of government
contracts (or other similar bonds, instruments or obligations), or as security for contested Taxes or import or customs duties or for the payment of rent, or other obligations of like nature, in each case Incurred in the ordinary course of business;

 (3) Liens imposed by law, including carriers’, warehousemen’s, mechanics’, landlords’,
materialmen’s and repairmen’s or other like Liens, in each case for sums not yet overdue for a period of more than 60 days or that are bonded or being contested in good faith by appropriate proceedings; 

(4) Liens for Taxes not yet delinquent or which are being contested in good faith by appropriate proceedings; provided
that appropriate reserves required pursuant to GAAP have been made in respect thereof; 
 (5) Liens in favor of issuers of
surety, performance or other bonds, guarantees or letters of credit or bankers’ acceptances (not issued to support Indebtedness for borrowed money) issued pursuant to the request of and for the account of the Company or any Restricted
Subsidiary in the ordinary course of its business; 
 (6) encumbrances, ground leases, easements (including reciprocal
easement agreements), survey exceptions, or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building codes or other restrictions
(including minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of the business of the Company and its Restricted Subsidiaries or to the ownership of its properties
which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of the Company and its Restricted Subsidiaries; 

  
 30 








 (7) Liens on assets or property of the Company or any Restricted Subsidiary
securing Hedging Obligations permitted under this Indenture; 
 (8) leases, licenses, subleases and sublicenses of assets
(including real property and intellectual property rights), in each case entered into in the ordinary course of business; 

(9) Liens arising out of judgments, decrees, orders or awards not giving rise to an Event of Default so long as any appropriate
legal proceedings which may have been duly initiated for the review of such judgment, decree, order or award have not been finally terminated or the period within which such proceedings may be initiated has not expired; 

(10) Liens on assets or property of the Company or any Restricted Subsidiary for the purpose of securing Capitalized Lease
Obligations or Purchase Money Obligations, or securing the payment of all or a part of the purchase price of, or securing other Indebtedness Incurred to finance or refinance the acquisition, improvement or construction of, assets or property in
accordance with Section 4.09(b)(7); provided that any such Lien may not extend to any assets or property of the Company or any Restricted Subsidiary other than assets or property acquired, improved, constructed or leased with the
proceeds of such Indebtedness and any improvements or accessions to such assets and property; 
 (11) Liens arising by virtue
of any statutory or common law provisions relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depositary or financial institution; 

(12) Liens arising from Uniform Commercial Code financing statement filings (or similar filings in other applicable
jurisdictions) regarding operating leases entered into by the Company and its Restricted Subsidiaries in the ordinary course of business; 

(13) Liens existing on, or provided for or required to be granted under written agreements existing on, the Issue Date; 

(14) Liens on property, other assets or shares of stock of a Person at the time such Person becomes a Restricted Subsidiary (or
at the time the Company or a Restricted Subsidiary acquires such property, other assets or shares of stock, including any acquisition by means of a merger, consolidation or other business combination transaction with or into the Company or any
Restricted Subsidiary); provided, however, that such Liens are not created, Incurred or assumed in anticipation of or in connection with such other Person becoming a Restricted Subsidiary (or such acquisition of such property, other
assets or stock); provided further, that such Liens do not extend to or cover any property or assets of the Company and its Restricted Subsidiaries other than (A) the property or assets acquired or (B) the property or assets of the
person acquired, merged with or into or consolidated or combined with the Company or a Restricted Subsidiary; 

  
 31 








 (15) Liens on assets or property of the Company or any Restricted Subsidiary
securing Indebtedness or other obligations of the Company or such Restricted Subsidiary owing to the Company or another Restricted Subsidiary, or Liens in favor of the Company or any Restricted Subsidiary; 

(16) Liens (other than Permitted Collateral Liens) securing Refinancing Indebtedness Incurred to refinance Indebtedness that
was previously so secured, and permitted to be secured under this Indenture; provided that any such Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in
respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the Indebtedness being refinanced or is in respect of property that is or could be the security for or subject to a Permitted Lien
hereunder; 
 (17) any interest or title of a lessor under any Capitalized Lease Obligation or operating lease; 

(18) (a) mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been
placed by any government, statutory or regulatory authority, developer, landlord or other third party on property over which the Company or any Restricted Subsidiary has easement rights or on any leased property and subordination or similar
arrangements relating thereto and (b) any condemnation or eminent domain proceedings affecting any real property; 

(19) any encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint venture or
similar arrangement pursuant to any joint venture or similar agreement; 
 (20) Liens on property or assets under
construction (and related rights) in favor of a contractor or developer or arising from progress or partial payments by a third party relating to such property or assets; 

(21) Liens on Escrowed Proceeds for the benefit of the related holders of debt securities or other Indebtedness (or the
underwriters or arrangers thereof) or on cash set aside at the time of the Incurrence of any Indebtedness or government securities purchased with such cash, in either case to the extent such cash or government securities prefund the payment of
interest on such Indebtedness and are held in an escrow account or similar arrangement to be applied for such purpose; 

(22) Liens securing or arising by reason of any netting or set-off arrangement entered into in the ordinary course of banking
or other trading activities, or liens over cash accounts securing cash pooling arrangements; 
 (23) Liens arising out of
conditional sale, title retention, hire purchase, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business; 

(24) Liens which do not exceed £5.0 million at any one time outstanding; 

  
 32 








 (25) Liens on Capital Stock of any Unrestricted Subsidiary that secure
Indebtedness of such Unrestricted Subsidiary; 
 (26) Liens securing Permitted Purchase Obligations, provided that any
such Lien is only over the assets and Capital Stock of the relevant Permitted Purchase Obligations SPV; 
 (27) Liens on
Rights to Collect Accounts, performing accounts, sub-performing accounts, charged-off accounts, cash and bank accounts, loans, receivables, mortgages, debentures, claims or other similar assets or instruments held on trust for third parties; and

 (28) Liens on Trust Management Assets; provided such liens do not secure any Indebtedness of the Company or any
Restricted Subsidiary other than a Trust Management SPV. 
 “Permitted Purchase Obligations” means any Indebtedness
Incurred by a Permitted Purchase Obligations SPV to finance or refinance the acquisition of Portfolio Assets purchased by such Permitted Purchase Obligations SPV, whether directly or through the acquisition of the Capital Stock of any Person owning
such Portfolio, Assets or otherwise, in an aggregate principal amount not exceeding at the time of the incurrence of such Permitted Purchase Obligations, together with any other Indebtedness incurred pursuant to Section 4.09(b)(12) and then
outstanding, 12.5% of the ERC of the Company and its Restricted Subsidiaries, calculated in good faith on a pro forma basis by management as of the date of purchase of such Portfolio Assets, provided that: 

(1) except for the granting of a Lien described in clause (26) of the definition of “Permitted Liens,” no portion of any
Permitted Purchase Obligations or any other obligations (contingent or otherwise) of the applicable Permitted Purchase Obligations SPV (i) is guaranteed by the Company or any other Restricted Subsidiary, (ii) is recourse to or obligates
the Company or any other Restricted Subsidiary in any way, or (iii) subjects any property or asset of the Company or any other Restricted Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof; 

(2) neither the Company nor any other Restricted Subsidiary has any obligation to maintain or preserve the applicable Permitted Purchase
Obligations SPV’s financial condition or cause such entity to achieve certain levels of operating results; and 
 (3) such Permitted
Purchase Obligation is secured (if at all) only over the assets of, and Capital Stock of, the relevant Permitted Purchase Obligations SPV. 

“Permitted Purchase Obligations SPV” means a Wholly Owned Restricted Subsidiary (i) which engages in no activities other
than the acquisition of Portfolio Assets, the Incurrence of Permitted Purchase Obligations to finance such acquisition and any business or activities incidental or related to such business and is set up in connection with the Incurrence of Permitted
Purchase Obligations, (ii) to which the Company or any Restricted Subsidiary contributes, loans or otherwise transfers no amounts in excess of amounts required, after giving effect to the Incurrence of Permitted Purchase Obligations, to
consummate the relevant purchase 

  
 33 








 
of assets and amounts required for incidental expenses, costs and fees for the set-up and continuing operations of such Permitted Purchase Obligations SPV, and (iii) all the Capital Stock of
which is held by a Wholly Owned Restricted Subsidiary which holds no other material assets. 
 “Person” means any
individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, private limited company, government or any agency or political subdivision thereof or any other entity. 

“PIK Facility” means the £25 million senior secured PIK facility under an agreement dated February 14, 2013,
among MFG, certain subsidiaries of MFG, Fortress Investment Group (UK) Ltd and the Original Lenders listed on Schedule 1 thereto. 

“Portfolio Assets” means all (a) Right to Collect Accounts, (b) performing,
sub-performing or charged-off accounts, loans, receivables, mortgages, debentures and claims, and (c) other similar assets or instruments which, for the avoidance of doubt, shall in each case exclude any
Trust Management Assets and any Right to Collect Accounts, performing accounts, sub-performing accounts, charged-off accounts, cash and bank accounts, loans, receivables, mortgages, debentures, claims or other similar assets or instruments which are
or will (from acquisition) be held on trust for a third party which is not the Company or any Restricted Subsidiary. 
 “Portfolio
ERC Model” means the models and methodologies that the Company uses to calculate the value of its ERC and those of its Subsidiaries, consistently with its most recent audited financial statements as of such date of determination. 

“Preferred Stock”, as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however
designated) which is preferred as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person. 

“Priority Hedging Obligations” means designated Hedging Obligations in an aggregate amount outstanding at any time of up to
£5 million. 
 “Private Placement Legend” means the legend set forth in Section 2.06(g)(1) to be placed on all
Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture. 
 “Public Debt”
means any Indebtedness consisting of bonds, debentures, notes or other similar debt securities issued in (1) a public offering registered under the Securities Act or (2) a private placement to institutional and other investors, in each
case, that are not Affiliates of the Company, in accordance with Section 4(a)(2) of and/or Rule 144A or Regulation S under the Securities Act, whether or not it includes registration rights entitling the holders of such debt securities to
registration thereof with the SEC for public resale. 
 “Public Market” means any time after: 

(1) an Equity Offering has been consummated; and 

  
 34 








 (2) shares of common stock or other common equity interests of the IPO Entity having a market
value in excess of £50 million on the date of such Equity Offering have been distributed pursuant to such Equity Offering. 

“Public Offering” means any offering, including an Initial Public Offering, of shares of common stock or other common equity
interests that are listed on an exchange or publicly offered (which shall include an offering pursuant to Rule 144A and/or Regulation S under the Securities Act to professional market investors or similar persons). 

“Purchase Money Obligations” means any Indebtedness Incurred to finance or refinance the acquisition, leasing, construction
or improvement of property (real or personal) or assets (including Capital Stock), and whether acquired through the direct acquisition of such property or assets or the acquisition of the Capital Stock of any Person owning such property or assets,
or otherwise. 
 “QIB” means a “qualified institutional buyer” as defined in Rule 144A. 

“Receivable” means a right to receive payment arising from a sale or lease of goods or services by a Person pursuant to an
arrangement with another Person pursuant to which such other Person is obligated to pay for goods or services under terms that permit the purchase of such goods and services on credit, as determined on the basis of GAAP. 

“refinance” means refinance, refund, replace, renew, repay, modify, restate, defer, substitute, supplement, reissue, resell,
extend or increase (including pursuant to any defeasance or discharge mechanism) and the terms “refinances,” “refinanced” and “refinancing” as used for any purpose in this Indenture shall have a correlative meaning.

 “Refinancing Indebtedness” means Indebtedness that is Incurred to refund, refinance, replace, exchange, renew, repay or
extend (including pursuant to any defeasance or discharge mechanism) any Indebtedness existing on the date of this Indenture or Incurred in compliance with this Indenture (including Indebtedness of the Company that refinances Indebtedness of any
Restricted Subsidiary and Indebtedness of any Restricted Subsidiary that refinances Indebtedness of the Company or another Restricted Subsidiary) including Indebtedness that refinances Refinancing Indebtedness; provided, however, that:

 (1) if the Indebtedness being refinanced constitutes Subordinated Indebtedness, the Refinancing Indebtedness has a final Stated Maturity
at the time such Refinancing Indebtedness is Incurred that is the same as or later than the final Stated Maturity of the Indebtedness being refinanced or, if shorter, the Notes; 

(2) such Refinancing Indebtedness is Incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate issue
price) that is equal to or less than the sum of the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being refinanced (plus, without duplication, any additional
Indebtedness Incurred to pay interest or premiums required by the instruments governing such existing Indebtedness and costs, expenses and fees Incurred in connection therewith); 

  
 35 








 (3) if the Indebtedness being refinanced is expressly subordinated to the Notes, such Refinancing
Indebtedness is subordinated to the Notes on terms at least as favorable to the Holders as those contained in the documentation governing the Indebtedness being refinanced, provided, however, that Refinancing Indebtedness shall not
include Indebtedness of the Company or a Restricted Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary; and 
 (4) if the
Issuer or any Subsidiary Guarantor is the obligor on the Indebtedness being refinanced, such Refinancing Indebtedness is incurred either by the Issuer or such Subsidiary Guarantor. 

Refinancing Indebtedness in respect of any Credit Facility or any other Indebtedness may be Incurred within 120 days after the termination,
discharge or repayment of any such Credit Facility or other Indebtedness. 
 “Regulation S” means Regulation S promulgated
under the Securities Act. 
 “Regulation S Global Note” means a Global Note bearing the applicable Global Note Legend and
the Private Placement Legend and deposited with or on behalf of the respective Depositary (or the Common Depositary) therefor and registered in the name of the respective Depositary (or the Common Depositary) therefor or its nominee, issued in a
denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903. 
 “Related
Person” with respect to any Equity Investor or Senior Management, means: 
 (1) any controlling equity holder or Subsidiary of such
Person; or 
 (2) in the case of an individual, any spouse, family member or relative of such individual, any trust or partnership for the
benefit of one or more of such individuals and any such spouse, family member or relative, or the estate, executor, administrator, committee or beneficiaries of any thereof; or 

(3) any trust, corporation, partnership or other Person for which one or more of the Permitted Holders and other Related Persons of any
thereof constitute the beneficiaries, stockholders, partners or owners thereof, or Persons beneficially holding in the aggregate a majority (or more) controlling interest therein; or 

(4) in the case of the Equity Investors any investment fund or vehicle managed, sponsored or advised by such Person or any successor thereto,
or by any Affiliate of such Person or any such successor. 
 “Related Taxes” means: 

(1) any Taxes (other than (x) Taxes measured by gross or net income, receipts or profits and (y) withholding Taxes), required to be
paid (provided such Taxes are in fact paid) by any Parent by virtue of its: 

  
 36 








 (a) being organized or having Capital Stock outstanding (but not by virtue of owning stock or
other equity interests of any corporation or other entity other than, directly or indirectly, the Company or any of the Company’s Subsidiaries); 

(b) issuing or holding Subordinated Shareholder Funding; or 

(c) being a holding company parent, directly or indirectly, of the Company or any of the Company’s Subsidiaries; 

(2) if and for so long as the Company is a member of a group filing a consolidated or combined tax return with any Parent, any consolidated or
combined Taxes measured by income for which such Parent is liable up to an amount not to exceed the amount of any such Taxes that the Company and its Subsidiaries would have been required to pay on a separate company basis or on a consolidated basis
if the Company and its Subsidiaries had paid tax on a consolidated, combined, group, affiliated or unitary basis on behalf of an affiliated group consisting only of the Company and its Subsidiaries; provided that distributions shall be
permitted in respect of the income of an Unrestricted Subsidiary only to the extent such Unrestricted Subsidiary distributed cash for such purpose to the Company or its Restricted Subsidiaries. 

“Relevant Net Debt” means (x) the sum of the aggregate outstanding Indebtedness of the Company and its Restricted
Subsidiaries as of the relevant date of determination on a consolidated basis in accordance with GAAP less (y) cash and Cash Equivalents of the Company and its Restricted Subsidiaries as of such date (other than cash or Cash Equivalents in an
amount equal to amounts collected by the Company and its Restricted Subsidiaries on behalf of third-party clients and held by the Company and its Restricted Subsidiaries as of such date and cash and Cash Equivalents that constitute Trust Management
Assets or are held on trust for a beneficiary, which is not the Company or a Restricted Subsidiary). In determining Relevant Net Debt in connection with a Change of Control, Relevant Net Debt shall be determined on a pro forma basis for the
relevant transaction and the incurrence of any Indebtedness and the use of any proceeds of such Indebtedness, in each case related thereto; provided that no cash or Cash Equivalents shall be included in the calculation of Relevant Net Debt
that are, or are derived from, the proceeds of Indebtedness which is outstanding as of the calculation date; provided further that any cash and Cash Equivalents received by the Company or any of its Restricted Subsidiaries from the issuance
or sale of its Capital Stock, Subordinated Shareholder Funding or other capital contributions subsequent to the Issue Date shall (to the extent they are taken into account in determining the amount available for Restricted Payments under such
clauses) be excluded for purposes of making Restricted Payments and Permitted Payments, as applicable, under Sections 4.07(a)(4)(C)(ii) and 4.07(a)(4)(C)(iii), 4.07(b)(1) and 4.07(b)(13) to the extent such cash and Cash Equivalents are included
in the calculation of Relevant Net Debt. 
 “Responsible Officer” means any officer within the corporate trust
administration department of the Trustee, including any vice president, assistant vice president, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by such officers,
or to whom any corporate trust matter is referred because of such individual’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture. 

  
 37 








 “Restricted Definitive Note” means a Definitive Note bearing the Private
Placement Legend. 
 “Restricted Global Note” means a Global Note bearing the Private Placement Legend. 

“Restricted Investment” means any Investment other than a Permitted Investment. 

“Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted Subsidiary. 

“Reversion Date” means, after the Notes have achieved Investment Grade Status, the date, if any, that such Notes shall cease
to have such Investment Grade Status. 
 “Right to Collect Account” means a performing, sub-performing or charged-off
account, loan, receivable, mortgage, debenture or claim or other similar asset or instrument that is owned by a person that is not the Company or one of its Restricted Subsidiaries (a “Third Party”) and in respect of which
(a) such Third Party is unable or unwilling to dispose of the relevant performing, sub-performing or charged-off account, loan, receivable, mortgage debenture or claim, or other similar asset or instrument to the Company or a Restricted
Subsidiary; and (b) the Company or a Restricted Subsidiary is entitled to collect and retain substantially all of the amounts due under such performing, sub-performing or charged-off account, loan, receivable, mortgage, debenture or claim, or
other similar asset or instrument or to receive amounts equivalent thereto. 
 “Rule 144” means Rule 144
promulgated under the Securities Act. 
 “Rule 144A” means Rule 144A promulgated under the Securities Act. 

“Rule 902” means Rule 902 promulgated under the Securities Act. 

“Rule 903” means Rule 903 promulgated under the Securities Act. 

“Rule 904” means Rule 904 promulgated under the Securities Act. 

“SEC” means the U.S. Securities and Exchange Commission. 

“S&P” means Standard & Poor’s Investors Ratings Services or any of its successors or assigns that is a
Nationally Recognized Statistical Rating Organization. 
 “Secured Indebtedness” means any Indebtedness secured by a Lien.


  
 38 








 “Secured LTV Ratio” means, in respect of any date of calculation, the aggregate
Secured Indebtedness of the Company and its Restricted Subsidiaries less cash and Cash Equivalents (other than cash or Cash Equivalents in an amount equal to amounts collected by the Company and its Restricted Subsidiaries on behalf of third-party
clients and held by the Company and its Restricted Subsidiaries as of such date and cash and Cash Equivalents that constitute Trust Management Assets or are held on trust for a beneficiary which is not the Company or a Restricted Subsidiary) as of
such date, divided by ERC; provided that ERC shall be adjusted to give effect to purchases or disposals of Portfolio Assets made since the last measurement date and prior to such date of calculation, on the basis of estimates made on a pro
forma basis by management acting in good faith. In determining the Secured LTV Ratio in connection with the Incurrence of Indebtedness and the granting of a Lien, the Secured LTV Ratio shall be determined on a pro forma basis for the relevant
transaction and the use of proceeds of such Indebtedness provided that no cash or Cash Equivalents shall be included in the calculation of the pro forma Secured LTV Ratio that are, or are derived from, the proceeds of Indebtedness in respect of
which the pro forma calculation is to be made, except, for the avoidance of doubt, to the extent cash or Cash Equivalents will be expended in a transaction to which pro forma effect is given; provided further that any cash and Cash
Equivalents received by the Company or any of its Restricted Subsidiaries from the issuance or sale of its Capital Stock, Subordinated Shareholder Funding or other capital contributions subsequent to the Issue Date shall (to the extent they are
taken into account in determining the amount available for Restricted Payments under such clauses) be excluded for purposes of making Restricted Payments and Permitted Payments, as applicable, under Sections 4.07(a)(4)(C)(ii),
4.07(a)(4)(C)(iii), 4.07(b)(1) and 4.07(b)(13) to the extent such cash and Cash Equivalents are included in the calculation of the Secured LTV Ratio. 

“Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated
thereunder, as amended. 
 “Security Agent” means The Royal Bank of Scotland plc, as security agent under the Security
Documents, and shall include its successor and assigns. 
 “Security Documents” means the Intercreditor Agreement, any
debenture, any security over shares agreement and each other document under which collateral is pledged to secure the Notes. 

“Senior Finance Documents” means the New Revolving Credit Facility Agreement and such other documents identified as
“Senior Finance Documents” pursuant to the New Revolving Credit Facility Agreement. 
 “Senior Management” means
any current (as of the Issue Date) or, to the extent any Voting Stock held by them was received in their capacity as such, former, officers, directors, and other members of senior management of the Company or any of its Subsidiaries, who as of the
Issue Date beneficially own or have the right to acquire, directly or indirectly, Capital Stock of the Company or any Parent. 

“Shareholder Funding” means the PIK notes and loan notes issued to Duke Street, certain other shareholders, current and
former management and HMRC (in respect of withholding tax relating to certain PIK notes issued to Duke Street), in an aggregate amount of £52.7 million as at March 31, 2013. 

  
 39 








 “Significant Subsidiary” means any Restricted Subsidiary that meets any of the
following conditions: 
 (1) the Company’s and its Restricted Subsidiaries’ investments in and advances to the Restricted
Subsidiary exceed 10% of the Total Assets of the Company and its Restricted Subsidiaries on a consolidated basis as of the end of the most recently completed fiscal year; 

(2) the Company’s and its Restricted Subsidiaries’ proportionate share of the Total Assets (after intercompany eliminations) of the
Restricted Subsidiary exceeds 10% of the Total Assets of the Company and its Restricted Subsidiaries on a consolidated basis as of the end of the most recently completed fiscal year; or 

(3) the Company’s and its Restricted Subsidiaries’ equity in the income from continuing operations before income taxes,
extraordinary items and cumulative effect of a change in accounting principle of the Restricted Subsidiary exceeds 10% of such income of the Company and its Restricted Subsidiaries on a consolidated basis for the most recently completed fiscal year.

 “Similar Business” means (a) any businesses, services or activities engaged in by the Company or any of its
Subsidiaries or any Associates on the Issue Date and (b) any businesses, services and activities engaged in by the Company or any of its Subsidiaries or any Associates that are related, complementary, incidental, ancillary or similar to any of
the foregoing or are extensions or developments of any thereof. 
 “Specified Change of Control Event” means the occurrence
of any event that would constitute a Change of Control pursuant to clause (1) of the definition thereof; provided that any such event occurs prior to the 18-month anniversary of the Issue Date and immediately after the occurrence of such
event and giving pro forma effect thereto, the Relevant Net Debt of the Company and its Restricted Subsidiaries does not exceed an amount equal to 50% of ERC as of such date; provided that ERC shall be adjusted to give effect to
purchases or disposals of Portfolio Assets made since the last measurement date and prior to such date of calculation, on the basis of estimates made on a pro forma basis by management acting in good faith. Notwithstanding the foregoing, only
one Specified Change of Control Event shall be permitted under this Indenture after the Issue Date. 
 “Stated Maturity”
means, with respect to any security, the date specified in such security as the fixed date on which the payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision, but shall not include any
contingent obligations to repay, redeem or repurchase any such principal prior to the date originally scheduled for the payment thereof. 

“Sterling Equivalent” means, with respect to any monetary amount in a currency other than sterling, at any time of
determination thereof by the Company or the Trustee, the amount of sterling obtained by converting such currency other than sterling involved in such computation into sterling at the spot rate for the purchase of sterling with the applicable
currency other than sterling as published in The Financial Times in the “Currency Rates” section (or, if The Financial Times is no longer published, or if such information is no longer available in The Financial Times, such
source as may be selected in good faith by the Company) on the date of such determination. 

  
 40 








 “Subordinated Indebtedness” means, with respect to any person, any Indebtedness
(whether outstanding on the Issue Date or thereafter Incurred) which is either (i) unsecured or (ii) expressly subordinated in right of payment to the Notes pursuant to a written agreement. 

“Subordinated Shareholder Funding” means any funds provided to the Company by any Parent, any Affiliate of any Parent or any
Permitted Holder or any Affiliate thereof, in exchange for or pursuant to any security, instrument or agreement other than Capital Stock, in each case issued to and held by a Parent or a Permitted Holder, together with any such security, instrument
or agreement and any other security or instrument other than Capital Stock issued in payment of any obligation under any Subordinated Shareholder Funding; provided, however, that such Subordinated Shareholder Funding: 

(1) does not mature or require any amortization, redemption or other repayment of principal or any sinking fund payment prior to the first
anniversary of the Stated Maturity of the Notes (other than through conversion or exchange of such funding into Capital Stock (other than Disqualified Stock) of the Company or any funding meeting the requirements of this definition); 

(2) does not require, prior to the first anniversary of the Stated Maturity of the Notes, payment of cash interest, cash withholding amounts
or other cash gross-ups, or any similar cash amounts; 
 (3) contains no change of control or similar provisions and does not accelerate and
has no right to declare a default or event of default or take any enforcement action or otherwise require any cash payment, in each case, prior to the first anniversary of the Stated Maturity of the Notes; 

(4) does not provide for or require any security interest or encumbrance over any asset of the Company or any of its Subsidiaries; and 

(5) pursuant to its terms is fully subordinated and junior in right of payment to the Notes pursuant to subordination, payment blockage and
enforcement limitation terms which are customary in all material respects for similar funding; 
 provided further, however,
that upon the occurrence of any event or circumstance that results in such Indebtedness ceasing to qualify as Subordinated Shareholder Funding, such Indebtedness shall constitute an incurrence of such Indebtedness by the Company, and any and all
Restricted Payments made through the use of the net proceeds from the incurrence of such Indebtedness since the date of the original issuance of such Subordinated Shareholder Funding shall constitute new Restricted Payments that are deemed to have
been made after the date of the original issuance of such Subordinated Shareholder Funding. 

  
 41 








 “Subsidiary” means, with respect to any Person: 

(1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar
entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination
owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; or 

(2) any partnership, joint venture, limited liability company or similar entity of which: 

(a) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests,
as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership interests or
otherwise; and 
 (b) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity. 

“Subsidiary Guarantor” means a Restricted Subsidiary of the Company that guarantees the Notes. 

“Subsidiary Note Guarantee” means the guarantee of the Notes by a Subsidiary Guarantor. 

“Taxes” means all present and future taxes, levies, imposts, deductions, charges, duties and withholdings and any charges of
a similar nature (including interest, penalties and other liabilities with respect thereto) that are imposed by any government or other taxing authority. 

“Temporary Cash Investments” means any of the following: 

(1) any investment in 
 (a) direct
obligations of, or obligations Guaranteed by, (i) the United States of America or Canada, (ii) any European Union member state (other than Greece, Cyprus and Portugal), (iii) Switzerland or Norway, (iv) any country in whose
currency funds are being held specifically pending application in the making of an investment or capital expenditure by the Company or a Restricted Subsidiary in that country with such funds or (v) any agency or instrumentality of any such
country or member state, or 
 (b) direct obligations of any country recognized by the United States of America rated at least “A”
by S&P or “A-1” by Moody’s (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any Nationally Recognized Statistical
Rating Organization); 

  
 42 








 (2) overnight bank deposits, and investments in time deposit accounts, certificates of deposit,
bankers’ acceptances and money market deposits (or, with respect to foreign banks, similar instruments) maturing not more than one year after the date of acquisition thereof issued by: 

(a) any lender under the New Revolving Credit Facility, 

(b) any institution authorized to operate as a bank in any of the countries or member states referred to in clause (1)(a) above, or 

(c) any bank or trust company organized under the laws of any such country or member state or any political subdivision thereof, in each case,
having capital and surplus aggregating in excess of £250 million (or the foreign currency equivalent thereof) and whose long-term debt is rated at least “A” by S&P or “A-2” by Moody’s (or, in either case, the
equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any Nationally Recognized Statistical Rating Organization) at the time such Investment is made; 

(3) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (1) or
(2) above entered into with a Person meeting the qualifications described in clause (2) above; 
 (4) Investments in commercial
paper, maturing not more than 270 days after the date of acquisition, issued by a Person (other than the Company or any of its Subsidiaries), with a rating at the time as of which any Investment therein is made of “P-2” (or higher)
according to Moody’s or “A-2” (or higher) according to S&P (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any
Nationally Recognized Statistical Rating Organization); 
 (5) Investments in securities maturing not more than one year after the date of
acquisition issued or fully Guaranteed by any state, commonwealth or territory of the United States of America, Canada, any European Union member state (other than Greece, Cyprus and Portugal) or Switzerland, Norway or by any political subdivision
or taxing authority of any such state, commonwealth, territory, country or member state, and rated at least “BBB” by S&P or “Baa3” by Moody’s (or, in either case, the equivalent of such rating by such organization or, if
no rating of S&P or Moody’s then exists, the equivalent of such rating by any Nationally Recognized Statistical Rating Organization); 

(6) bills of exchange issued in the United States, Canada, a member state of the European Union (other than Greece, Cyprus and Portugal),
Switzerland, Norway or Japan eligible for rediscount at the relevant central bank and accepted by a bank (or any dematerialized equivalent); 

(7) any money market deposit accounts issued or offered by a commercial bank organized under the laws of a country that is a member of the
Organization for Economic Co-operation and Development, in each case, having capital and surplus in excess of £250 million (or the foreign currency equivalent thereof) or whose long-term debt is rated at least “A” by S&P or
“A2” by Moody’s (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any Nationally Recognized Statistical Rating
Organization) at the time such Investment is made; 

  
 43 








 (8) investment funds investing 95% of their assets in securities of the type described in clauses
(1) through (7) above (which funds may also hold reasonable amounts of cash pending investment and/or distribution); and 
 (9)
investments in money market funds complying with the risk limiting conditions of Rule 2a-7 (or any successor rule) of the SEC under the U.S. Investment Company Act of 1940, as amended. 

“Total Assets” means the consolidated total assets of the Company and its Restricted Subsidiaries in accordance with GAAP as
shown on the most recent balance sheet of such Person. 
 “Transactions” means the issuance of the Notes and the use of
proceeds thereof to (i) pay transaction fees and expenses, (ii) repay or make distributions to repay all amounts outstanding under the Existing Revolving Credit Facility, the HayFin Facility and the PIK Facility and (iii) make an
intercompany loan repayment to MFI, each as described in the “Use of proceeds” section of the Offering Memorandum and the entry into the New Revolving Credit Facility. 

“Trust Management Assets” means Right to Collect Accounts, performing accounts, sub-performing accounts, charged-off
accounts, loans, receivables, mortgages, debentures, claims, cash and bank accounts or other similar assets or instruments held by a Trust Management SPV on trust for a beneficiary which is not the Company or a Restricted Subsidiary. 

“Trust Management SPV” means a Restricted Subsidiary whose purpose is managing Trust Management Assets and other activities
necessary or ancillary to managing Trust Management Assets, including necessary to fulfill any obligations or duty of the Trust Management SPV as a trustee. 

“Trustee” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor.

 “UK Government Obligations” means direct obligations of, or obligations guaranteed by, the United Kingdom, and the
payment for which the United Kingdom pledges its full faith and credit. 
 “Uniform Commercial Code” means the New York
Uniform Commercial Code. 
 “Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not
required to bear the Private Placement Legend. 
 “Unrestricted Global Note” means a Global Note substantially in the form
of Exhibit A attached hereto that bears the applicable Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in
the name of the Depositary therefor or its nominee, representing a series of Notes that do not bear and are not required to bear the Private Placement Legend. 

  
 44 








 “Unrestricted Subsidiary” means: 

(1) any Subsidiary of the Company (other than the Issuer) that at the time of determination is an Unrestricted Subsidiary (as designated by the
Board of Directors of the Company in the manner provided below); and 
 (2) any Subsidiary of an Unrestricted Subsidiary. 

The Board of Directors of the Company may designate any Subsidiary of the Company (including any newly acquired or newly formed Subsidiary or
a Person becoming a Subsidiary through merger, consolidation or other business combination transaction, or Investment therein), other than the Issuer, to be an Unrestricted Subsidiary only if: 

(1) such Subsidiary or any of its Subsidiaries does not own any Capital Stock or Indebtedness of, or own or hold any Lien on any property of,
the Company or any other Subsidiary of the Company which is not a Subsidiary of the Subsidiary to be so designated or otherwise an Unrestricted Subsidiary; and 

(2) such designation and the Investment of the Company in such Subsidiary complies with Section 4.07. 

Any such designation by the Board of Directors of the Company shall be conclusively evidenced to the Trustee by filing with the Trustee a
resolution of the Board of Directors of the Company giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditions. 

The Board of Directors of the Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that
immediately after giving effect to such designation (1) no Default or Event of Default would result therefrom and (2)(x) the Company could Incur at least £1.00 of additional Indebtedness under Section 4.09(a) or (y) the
Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries would not be worse than it was immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account such designation. Any
such designation by the Board of Directors shall be conclusively evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors giving effect to such designation or an Officer’s Certificate
certifying that such designation complied with the foregoing provisions. 
 “U.S. Person” means a U.S. Person as defined in
Rule 902. 
 “Voting Stock” of a Person means all classes of Capital Stock of such Person then outstanding and
normally entitled to vote in the election of directors. 

  
 45 








 “Wholly Owned Restricted Subsidiary” means a Restricted Subsidiary of the
Company, all the Voting Stock of which (other than directors’ qualifying shares or shares required by any applicable law or regulation to be held by a Person other than the Company or another Wholly Owned Restricted Subsidiary) is owned by the
Company or another Wholly Owned Restricted Subsidiary. 
 “Working Capital Intercompany Loan” means any loan to or by the
Company or any of its Restricted Subsidiaries to or from the Company or any of its Restricted Subsidiaries from time to time (i) for purposes of consolidated cash and tax management and working capital management and (ii) for a duration of
less than one year. 
 SECTION 1.02. Other Definitions. 
  

			
	 Term
	  	Defined in
Section
	“Additional Amounts”	  	2.13
	“Additional Intercreditor Agreement”	  	12.05
	“Additional Note Guarantee”	  	4.16
	“Affiliate Transaction”	  	4.11
	“Asset Disposition Offer”	  	4.10
	“Asset Disposition Offer Amount”	  	4.10
	“Asset Disposition Offer Period”	  	4.10
	“Asset Disposition Purchase Date”	  	4.10
	“Authentication Order”	  	2.02
	“Authentication Agent”	  	2.02
	“Change in Tax Law”	  	3.10
	“Change of Control Offer”	  	4.15
	“Change of Control Payment”	  	4.15
	“Change of Control Payment Date”	  	4.15
	“Covenant Defeasance”	  	8.03
	“Duplicate Register”	  	2.02
	“Event of Default”	  	6.01
	“Excess Proceeds”	  	4.10
	“Guaranteed Obligations”	  	11.01
	“Initial Agreement”	  	4.08
	“Initial Lien”	  	4.12
	“Legal Defeasance”	  	8.02
	“MFG”	  	Preamble
	“MFI”	  	Preamble
	“Payment default”	  	6.01(5)(b)
	“Payor”	  	2.13
	“Principal Paying Agent”	  	Preamble
	“Register”	  	2.03
	“Registrar”	  	2.03
	“Relevant Taxing Jurisdiction”	  	2.13
	“Restricted Payment”	  	4.07
	“Successor Company”	  	5.01
	“Suspension Event”	  	4.18
	“Tax Redemption Date”	  	3.10
	“Transfer Agent”	  	Preamble


  
 46 








 SECTION 1.03. Rules of Construction. Unless the context otherwise requires: 

(a) a term has the meaning assigned to it; 

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 

(c) “or” is not exclusive; 

(d) “including” means including without limitation; 

(e) words in the singular include the plural, and in the plural include the singular; 

(f) “will” shall be interpreted to express a command; 

(g) references to sections of or rules under the Securities Act will be deemed to include substitute, replacement of successor sections or
rules adopted by the SEC from time to time; and 
 (h) references to any person “acting reasonably” and correlative expressions
shall be construed to mean “acting reasonably in the interests of the Holders and having regard to the duties of the Trustee to the Holders.” 

ARTICLE II 
 The Notes 

SECTION 2.01. Form and Dating. (a) General. The Notes shall be sterling-denominated 10.5% Senior Secured Notes due 2020.
The Notes and the Trustee’s or Authentication Agent’s certificate of authentication will be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange
rule or usage. The Initial Notes will initially be represented by the Global Notes, as defined below. Each Note will be dated the date of its authentication. The Notes shall be in minimum denominations of £100,000 and integral multiples of
£1,000 in excess thereof. The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly
agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. 

(b) Global Notes. Notes issued in global form will be substantially in the form of Exhibit A attached hereto (including the
Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A attached hereto (but without the
Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” 

  
 47 








 
attached thereto). Each Global Note will represent outstanding Notes of each such series as will be specified therein and each shall provide that it represents the aggregate principal amount of
outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any
endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian therefor, at the direction of the Trustee, in
accordance with Section 2.06 hereof. 
 (c) Euroclear and Clearstream Procedures Applicable. The provisions of the
“Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be
applicable to transfers of beneficial interests in the Global Notes that are held by Participants through Euroclear or Clearstream. 

SECTION 2.02. Execution and Authentication. An Officer must sign the Notes for the Issuer by manual or facsimile signature. 

If the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be
valid. 
 A Note will not be valid until authenticated by the manual or facsimile signature of the Trustee or Authentication Agent. The
signature will be conclusive evidence that the Note has been authenticated under this Indenture. 
 On the Issue Date, the Trustee (or the
Authentication Agent (as defined herein below)) shall, upon receipt of a written order of the Issuer signed by an Officer (an “Authentication Order”), authenticate the Initial Notes for original issue up to £150,000,000 in
aggregate principal amount of Notes and, upon delivery of any Authentication Order at any time and from time to time thereafter, the Trustee (or the Authentication Agent) shall authenticate Additional Notes for original issue, or Definitive Notes
issued pursuant to Section 2.06 hereof, in an aggregate principal amount specified in such Authentication Order. Such Authentication Order shall specify the aggregate principal amount of Notes to be authenticated, the series and type of Notes,
the date on which the Notes are to be authenticated, and the date from which interest on such Notes shall accrue, whether the Notes are to be issued as definitive Notes or Global Notes and whether or not the Notes shall bear any legend, or such
other information as the Trustee may reasonably request. In addition, such Authentication Order shall include (a) a statement that the Persons signing the Authentication Order have (i) read and understood the provisions of this Indenture
relevant to the statements in the Authentication Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or
investigation on which the statements set forth in the Authentication Order are based. 
 The Trustee may appoint an authenticating agent
(the “Authentication Agent”) acceptable to the Issuer to authenticate Notes. Such Authentication Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes
authentication by such Authentication Agent. Any Authentication Agent has the same rights as any other Agent to deal with Holders or an Affiliate of the Issuer. Any such appointment shall be evidenced by an instrument signed by a Responsible
Officer, a copy of which shall be furnished to the Issuer. 

  
 48 








 SECTION 2.03. Registrar and Paying Agent. The Issuer shall maintain offices or agencies
where Notes may be presented for registration of transfer or for exchange (each, a “Registrar”) and offices or agencies where Notes may be presented for payment (each, a “Paying Agent”). Offices or agencies of the
Paying Agent for the Notes shall be maintained in the City of London, England. The Issuer shall also maintain a Registrar with its offices in Luxembourg and a transfer agent with offices in the City of London, England. The Registrar, acting as agent
of the Issuer solely for this purpose, shall keep a register of the Notes and of their transfer and exchange. The Issuer may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any
co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent, Registrar or transfer agent without prior notice to any Holder. The Issuer shall notify the Trustee in writing of the
name and address of any Paying Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee, acting as agent of the Issuer solely for this purpose, shall act as such. The
Issuer or any of its Subsidiaries, acting as agent of the Issuer solely for this purpose, may act as Paying Agent, Transfer Agent or Registrar. 

The Issuer initially appoints Euroclear and Clearstream to act as a Depositary with respect to the Global Notes. The Bank of New York Mellon,
London Branch will act as the Custodian and the Common Depositary for the Global Notes on behalf of Euroclear and Clearstream. 
 The Issuer
initially appoints The Bank of New York Mellon, London Branch to act as the Principal Paying Agent and transfer agent and The Bank of New York Mellon (Luxembourg) S.A. to act as the Registrar. Each hereby accepts such appointments. 

Subject to any applicable laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Register”) at
its office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange and transfer of the Notes. Such registration in the Register shall be conclusive evidence of the
ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, cancelled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In
the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note
so cancelled and the date on which such Note was cancelled. 
 The Issuer shall enter into an appropriate agency agreement with any Paying
Agent or co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to
maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. 

  
 49 








 Upon notice to the Trustee, the Issuer may change any Paying Agent, Registrar or Transfer
Agent; provided, however, that in no event may the Issuer appoint a Paying Agent in any member state of the European Union where the Paying Agent would be obliged to withhold or deduct tax pursuant to the European Union Directive
2003/48/EC regarding the taxation of savings income or any other directive implementing the conclusions of the ECOFIN Council meeting of 26 and 27 November 2000 on the taxation of savings income, or any law implementing, or complying with or
introduced in order to conform to, such directive. For so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and admitted for trading on the Euro MTF Market of the Luxembourg Stock Exchange and the rules of the
Luxembourg Stock Exchange so require, the Issuer shall publish a notice of any change of Paying Agent, Registrar or Transfer Agent in a daily newspaper having a general circulation in Luxembourg (which is expected to be the Luxemburger Wort)
or, to the extent and in the manner permitted by such rules, post such notice on the official website of the Luxembourg Stock Exchange (http://www.bourse.lu) in accordance with Section 13.02 and, in the case of Definitive Notes, in
addition to such publication and posting, mail such notice by first-class mail to each Holder’s registered address, as it appears on the Register, with a copy to the Trustee.  

Payment of principal shall be made upon the surrender of Definitive Notes at the office of any Paying Agent. In the case of a transfer of a
Definitive Note in part, upon surrender of the Definitive Note to be transferred, a Definitive Note shall be issued to the transferee in respect of the principal amount transferred and a Definitive Note shall be issued to the transferor in respect
of the balance of the principal amount of the transferred Definitive Note at the office of any Transfer Agent. 
 The obligations of the
Agents are several and not joint. 
 SECTION 2.04. Paying Agent To Hold Money. The Issuer shall require each Paying Agent other than
the Trustee to agree in writing that the Paying Agent will hold all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuer in making any such
payment. Money held by a Paying Agent need not be segregated, except as required by law, and in no event shall any Paying Agent be liable for interest on any money received by it hereunder. For the avoidance of doubt, any funds held by the Paying
Agent as banker are not subject to UK FSA Client Money Rules. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money
held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon payment over to the Trustee, the Paying Agent will have no further liability for the money. Upon any bankruptcy or reorganization proceedings relating to the
Issuer, The Bank of New York Mellon, London Branch will serve as Paying Agent for the Notes. 
 Notwithstanding any other provision of this
Indenture, the Paying Agent shall be entitled to make a deduction or withholding from any payment which it makes under this Indenture for or on account of any FATCA Withholding Tax, or by virtue of the relevant holder failing to satisfy any
certification or other requirements in respect of the Notes under FATCA, in which event the Paying Agent shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount(s) so
withheld or deducted. For the avoidance of doubt, the Principal Paying Agent shall have no obligation to 

  
 50 








 
gross up any payment hereunder or pay any additional amount or otherwise indemnify a Holder as a result of such withholding tax. The Issuer hereby covenants with the Paying Agent, to the extent
such information is available to the Issuer, that it will provide the Paying Agent with sufficient information so as to enable the Paying Agent to determine whether any payments to be made by it under or pursuant to this Indenture are withholdable
payments as defined in section 1473(1) of the Code or otherwise defined in FATCA. 
 For the purposes of this Section 2.04: 

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

“FATCA” shall mean sections 1471 through 1474 of the Code (or any regulations or agreements thereunder or official interpretations
thereof) or any intergovernmental agreement between the United States of America and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement); and 

“FATCA Withholding Tax” shall mean any withholding or deduction pursuant to an agreement described in section 1471(b) of the Code or
otherwise imposed pursuant to FATCA. 
 SECTION 2.05. Holder Lists. If the Trustee is the Registrar, the Trustee will preserve in as
current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least five Business Days before each interest
payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders. 

Neither the Trustee nor any of its Agents will have any responsibility or be liable for any aspect of the records in relation to, or payments
made on account of, beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. 

SECTION 2.06. Transfer and Exchange. (a) Transfer and Exchange of Global Notes. A Global Note may not be transferred as a
whole except by the nominee of an applicable Depositary to another nominee of the applicable Depositary, or by the applicable Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a
series will be exchanged by the Issuer for Definitive Notes if: 
 (1) in the case of any Global Note, the Issuer delivers to
the Trustee notice from Euroclear and Clearstream that they are unwilling or unable to continue to act as clearing agencies and a successor Depositary is not appointed by the Issuer within 120 days after the date of such notice from the Depositary;
or 
 (2) in the case of any Global Note, there has occurred and is continuing an Event of Default with respect to such
Global Note and the Participant who owns a book-entry interest in such Global Note so requests in writing. 

  
 51 








 Upon the occurrence of any of the events listed in the preceding clause (1) of this
Section 2.06(a), the Issuer shall execute, and the Trustee or the Authentication Agent shall, upon receipt of an Authentication Order, authenticate and deliver Definitive Notes of the series and in an aggregate principal amount equal to the
principal amount of the applicable Global Note tendered in exchange therefor. The Issuer shall, at the cost of the Issuer (but against such indemnity as the Registrar or any relevant Agent may require in respect of any tax or other duty of whatever
nature which may be levied or imposed in connection with such exchange), cause sufficient Definitive Notes to be executed and delivered to the Trustee or the Authentication Agent for authentication and the Registrar for registration of the exchange
and dispatch to the relevant Holders within 30 days of the relevant event. The Trustee or the Registrar shall, at the cost of the Issuer, deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Definitive Notes
issued in exchange for beneficial interests in Global Notes pursuant to this Section 2.06(a) shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its Participants or Indirect
Participants or otherwise, shall instruct the Trustee. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, notable, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b), (c), (d) or (e) hereof. 
 (b) Transfer and Exchange of
Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes will be effected through the applicable Depositary, in accordance with the provisions of this Indenture and the Applicable
Procedures. Beneficial interests in the Restricted Global Notes will be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also
will require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable: 

(1) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be
transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that
transfers of beneficial interests in a Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person prior to the expiration of the 40 day “Distribution Compliance Period” under Regulation S,
unless such person is a “Distributor” as defined in Rule 902. Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note.
No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1). 

(2) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and
exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar both (i) a written order from a Participant or an Indirect Participant given to
the applicable Depositary in accordance with the Applicable Procedures directing the applicable Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred
or exchanged, and (ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase. 

  
 52 








 Upon satisfaction of all the requirements for transfer or exchange of beneficial
interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof. 

(3) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global
Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar receives the
following: 
 (A) if the transferee will take delivery in the form of a beneficial interest in a 144A Global Note, then the
transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and 

(B) if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Note, then the
transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof. 

(4) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted
Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar receives the following: 

(i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a
beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or 

(ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a
Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the appropriate certifications in item (3)
thereof; 
 and, in each such case, if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order
to maintain compliance with the Securities Act. 
 If any such transfer is effected at a time when an Unrestricted Global Note has not yet
been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee (or the Authentication Agent) shall authenticate one or more Unrestricted Global Notes in an aggregate
principal amount equal to the aggregate principal amount of beneficial interests transferred. 

  
 53 








 Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to
Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note. 
 (c) Transfer or Exchange of
Beneficial Interests for Definitive Notes. If any one of the events listed in clause (1) or (2) of Section 2.06(a) has occurred or the Issuer has elected pursuant to Section 2.06(a) to cause the issuance of Definitive Notes,
transfers or exchanges of beneficial interests in a Global Note for a Definitive Note shall be effected, subject to the satisfaction of the conditions set forth in the applicable subclauses of this Section 2.06(c). 

(1) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial
interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then,
upon receipt by the Registrar of the following documentation: 
 (A) if the holder of such beneficial interest in a
Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof; 

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect
set forth in Exhibit B hereto, including the certifications in item (1) thereof; 
 (C) if such beneficial
interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;
or 
 (D) if such beneficial interest is being transferred to the Issuer or any of its Subsidiaries, a certificate to the
effect set forth in Exhibit B hereto, including the certifications in item (4) thereof, 
 the Trustee shall cause the
aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer shall execute and, upon receipt of an Authentication Order, the Trustee (or the Authentication Agent) shall
authenticate and deliver to the Person designated in the instructions a Restricted Definitive Note in the appropriate principal amount. Any Restricted Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant
to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the
Participant or Indirect Participant. The Trustee shall deliver such Restricted Definitive Notes to the Persons in whose names such Notes are so registered. Any Restricted Definitive Note issued in exchange for a beneficial interest in a Restricted
Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein. 

  
 54 








 (2) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive
Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an
Unrestricted Definitive Note only: 
 (A) if such beneficial interest is being transferred pursuant to an effective
registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, 

(B) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the
Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; or 

(C) if the Registrar receives the following: 

(i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an
Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or 

(ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a
Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the appropriate certifications in item (3) thereof, 

and, in each such case set forth in this subparagraph (C), if the Registrar so requests or if the Applicable Procedures so require, an
Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no
longer required in order to maintain compliance with the Securities Act. 
 (3) Beneficial Interests in Unrestricted
Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note or to transfer such beneficial interest to a
Person who takes delivery thereof in the form of an Unrestricted Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer shall execute and, upon receipt of an Authentication Order, the Trustee (or the Authentication Agent) shall authenticate and deliver to the Person designated in
the instructions an 

  
 55 








 
Unrestricted Definitive Note in the appropriate principal amount. Any Unrestricted Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will be
registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar from or through the applicable Depositary and the Participant or Indirect
Participant. The Trustee shall deliver such Unrestricted Definitive Notes to the Persons in whose names such Notes are so registered. Any Unrestricted Definitive Note issued in exchange for a beneficial interest pursuant to this
Section 2.06(c)(3) will not bear the Private Placement Legend. 
 (d) Transfer and Exchange of Definitive Notes for Beneficial
Interests. 
 (1) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note
proposes to exchange such Restricted Definitive Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted
Global Note, then, upon receipt by the Registrar of the following documentation: 
 (A) if the Holder of such Restricted
Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof; 

(B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the
effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; 
 (C) if such
Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in
item (2) thereof; or 
 (D) if such Restricted Definitive Note is being transferred to the Issuer or any of its
Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (4) thereof, 
 the Trustee
shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the appropriate
144A Global Note, and in the case of clause (C) or (D) above, the appropriate Regulation S Global Note. 
 (2)
Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer such
Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only: 

(A) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the
Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof; 

  
 56 








 (B) if such Restricted Definitive Note is being transferred pursuant to an
exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; or 

(C) the Registrar receives the following: 

(i) if the Holder of such Restricted Definitive Note proposes to exchange such Restricted Definitive Note for a beneficial
interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or 

(ii) if the Holder of such Restricted Definitive Note proposes to transfer such Restricted Definitive Note to a Person who
shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the appropriate certifications in item (3) thereof, 

and, in each such case set forth in this subparagraph (C), if the Registrar so requests or if the Applicable Procedures so require, an
Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no
longer required in order to maintain compliance with the Securities Act. 
 Upon satisfaction of the conditions of any of the subparagraphs
in this Section 2.06(d)(2), the Trustee shall cancel the Definitive Note and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. 

(3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted
Definitive Note may exchange such Unrestricted Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer such Unrestricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of the
relevant Unrestricted Global Note. 
 If any such exchange or transfer from an Unrestricted Definitive Note to a beneficial
interest is effected pursuant to this subparagraph (3) at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order, the Trustee or Authentication Agent shall
authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Unrestricted Definitive Notes so transferred. 

  
 57 








 (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a
Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the
requesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar and duly executed by such Holder or by its attorney, duly
authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e). 

(1) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and
registered in the name of a Person who takes delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following: 

(A) if the transfer will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; 
 (B) if the
transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and 

(C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then
the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof. 

(2) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the
Holder thereof for an Unrestricted Definitive Note or transferred to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note if the Registrar receives the following: 

(i) if the Holder of such Restricted Definitive Note proposes to exchange such Restricted Definitive Note for an Unrestricted
Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or 

(ii) if the Holder of such Restricted Definitive Note proposes to transfer such Restricted Definitive Note to a Person who
shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the appropriate certifications in item (3) thereof, 

and, in each such case, if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that
such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 

  
 58 








 (1) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A
Holder of Unrestricted Definitive Notes may transfer such Unrestricted Definitive Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall
register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof. 
 (f) [Intentionally Omitted]. 

(g) Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture. 
 (1) Private Placement Legend.
(A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form: 

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD, EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER FOR THE BENEFIT OF THE ISSUER AND THE GUARANTORS AND ANY OF THEIR SUCCESSORS IN INTEREST (1) REPRESENTS THAT
(A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A US PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, (2) AGREES THAT IT WILL NOT PRIOR TO THE DATE
WHICH IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40 DAYS] (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY [RULE 144] [REGULATION S] UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE
LATER OF THE DATE OF ORIGINAL ISSUE AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THE NOTES (OR ANY PREDECESSOR THERETO) (THE “RESALE RESTRICTION TERMINATION DATE”) RESELL, PLEDGE OR OTHERWISE
TRANSFER THIS NOTE OR A BENEFICIAL INTEREST IN THIS NOTE EXCEPT (A) TO THE ISSUER, THE GUARANTORS OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON THAT THE SELLER, AND ANY PERSON ACTING ON ITS BEHALF, REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION COMPLYING WITH RULE 144A UNDER THE SECURITIES ACT, (C) PURSUANT TO OFFERS AND SALES TO NON-US PERSONS IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO
ANY OTHER AVAILABLE EXEMPTION FROM REGISTRATION 

  
 59 








 
UNDER THE SECURITIES ACT OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND IN EACH OF SUCH CASES IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAW OF ANY
STATE OF THE UNITED STATES AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. PROVIDED THAT THE ISSUER, THE TRUSTEE AND THE REGISTRAR SHALL HAVE THE RIGHT
PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE US SECURITIES ACT OR PURSUANT TO CLAUSE (D) PRIOR TO THE RESALE
RESTRICTION TERMINATION DATE TO REQUIRE THAT AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO THE ISSUER, THE TRUSTEE AND THE REGISTRAR IS COMPLETED AND DELIVERED BY THE TRANSFEROR. THIS LEGEND WILL BE REMOVED UPON THE
REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE AND REGISTRAR TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS. AS USED HEREIN,
THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES,” AND “US PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT; 

(B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraph (b)(4), (c)(2), (c)(3),
(d)(2), (d)(3), (e)(2) or (e)(3) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend. 

(2) Global Note Legend. Each Global Note will bear a legend in substantially the following form: 

THIS GLOBAL NOTE IS HELD BY THE COMMON DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT
OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE
MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE
TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. 

  
 60 








 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE COMMON DEPOSITARY TO A NOMINEE OF THE COMMON DEPOSITARY OR BY A NOMINEE OF THE COMMON DEPOSITARY TO THE COMMON DEPOSITARY OR ANOTHER NOMINEE OF THE COMMON DEPOSITARY OR BY THE COMMON DEPOSITARY OR ANY SUCH
NOMINEE TO A SUCCESSOR COMMON DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR COMMON DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY (WHICH SHALL INITIALLY BE THE BANK OF NEW YORK DEPOSITARY
(NOMINEES) LIMITED) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE COMMON DEPOSITARY OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE COMMON DEPOSITARY (AND ANY PAYMENT IS MADE TO THE COMMON DEPOSITARY OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE COMMON DEPOSITARY, HAS AN INTEREST HEREIN. 
 (h) Cancellation and/or
Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such
Global Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who
will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global
Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. 

(i) General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Issuer
shall execute and the Trustee (or the Authentication Agent) shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order or at the Registrar’s request. 

(2) No service charge will be made to a Holder of a Global Note or to a Holder of a Definitive Note for any registration of
transfer or exchange, but the Issuer may require payment by any such Holder of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental
charge payable upon exchange or transfer pursuant to Sections 2.09, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof). 

  
 61 








 (3) The Registrar will not be required to register the transfer of or exchange
any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. 

(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive
Notes will be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. 

(5) The Issuer shall not be required: 

(A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business
15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; 

(B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed
portion of any Note being redeemed in part; or 
 (C) to register the transfer of or to exchange a Note between a record date
and the next succeeding interest payment date. 
 (6) Prior to due presentment for the registration of a transfer of any
Note, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other
purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary. 
 (7) The Trustee
(or the Authentication Agent) shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. 

(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this
Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. 
 SECTION 2.07. Replacement Notes.
If any mutilated Note is surrendered to the Trustee or the Issuer or the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Issuer shall issue and the Trustee (or the Authentication Agent), upon receipt
of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Issuer, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Issuer to protect the Issuer, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuer may charge for its expenses in replacing a Note. 

  
 62 








 If, after the delivery of such replacement Note, a bona fide purchaser of the original Note in
lieu of which such replacement Note was issued presents for payment or registration such original Note, the Trustee shall be entitled to recover such replacement Note from the Person to whom it was delivered or any Person taking therefrom, except a
bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer, the Trustee, any Agent and any authenticating agent in connection
therewith. 
 Subject to the provisions of the final sentence of the preceding paragraph of this Section 2.07, every replacement Note
is an obligation of the Issuer and shall be entitled to all the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. 

SECTION 2.08. Outstanding Notes. The Notes outstanding at any time are all the Notes authenticated by the Trustee or the Authentication
Agent except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not
outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that Notes held by the Issuer or a Subsidiary of
the Issuer shall not be deemed to be outstanding for purposes of Section 3.07 hereof. 
 If a Note is replaced pursuant to
Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Issuer. 

If the entire principal amount and premium, if any, of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding
and interest on it ceases to accrue. 
 If the Paying Agent holds, on a redemption date or maturity date, money sufficient to pay Notes
payable on that date, and is not prohibited from paying such money to the Holders pursuant to the terms of this Indenture, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest. 

Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an Agent duly appointed in writing or may be embodied in or evidenced by an electronic transmission which
identifies the documents containing the proposal on which such consent is requested and certifies such Holders’ consent thereto and agreement to be bound thereby; and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee, and where it is hereby expressly required, to the Issuer. 

  
 63 








 SECTION 2.09. Treasury Notes. In determining whether the Holders of the required principal
amount of the Notes have concurred in any direction, waiver or consent, the Notes owned by the Issuer or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer will be treated as
though they are not outstanding. 
 SECTION 2.10. Temporary Notes. Until certificates representing Notes are ready for delivery, the
Issuer may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate, temporary Notes. Temporary Notes will be substantially in the form of certificated Notes but may have variations that the Issuer considers appropriate
for temporary Notes and as may be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuer shall prepare and the Trustee (or the Authentication Agent) shall authenticate Definitive Notes in exchange for temporary Notes. 

Holders of temporary Notes will be entitled to all the benefits of this Indenture. 

SECTION 2.11. Cancellation. The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent
shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation
and shall dispose of such canceled Notes in its customary manner unless the Issuer directs the Trustee to deliver canceled Notes to the Issuer. The Issuer may not issue new Notes to replace Notes that it has redeemed or paid or that have been
delivered to the Trustee for cancellation. 
 SECTION 2.12. Defaulted Interest. If the Issuer defaults in a payment of interest on
the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, in accordance with the terms hereof, to the Persons who are Holders on a subsequent special record date, in
each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuer shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Issuer shall
fix or cause to be fixed each such special record date and payment date in a manner satisfactory to the Trustee; provided that no such special record date may be less than 10 days prior to the related payment date for such defaulted
interest. At least 10 days before the special record date, the Issuer shall mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid. 

SECTION 2.13. Additional Amounts. (a) All payments made by the Issuer, a Successor Company or Guarantor (a
“Payor”) on the Notes or the Note Guarantees will be made free and clear of and without withholding or deduction for, or on account of, any Taxes unless the withholding or deduction of such Taxes is then required by law. If any
deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of: 
 (1) the United Kingdom or
any political subdivision or Governmental Authority thereof or therein having power to tax; 
 (2) any jurisdiction from or
through which payment on any such Note or Note Guarantee is made by the Issuer, Successor Company, Guarantor or their agents, or any political subdivision or Governmental Authority thereof or therein having the power to tax; or 

  
 64 








 (3) any other jurisdiction in which the Payor is incorporated or organized,
engaged in business for tax purposes or otherwise considered to be a resident for tax purposes, or any political subdivision or Governmental Authority thereof or therein having the power to tax (each of clauses (1), (2) and (3), a
“Relevant Taxing Jurisdiction”), 
 will at any time be required from any payments made with respect to any Note or Note Guarantee,
including payments of principal, redemption price, premium, if any, or interest, the Payor shall pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net
amounts received in respect of such payments by the Holders or the Trustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts which
would have been received in respect of such payments on any such Note or Note Guarantee in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable for or on account of: 

(1) any Taxes that would not have been so imposed but for the existence of any present or former connection between the
relevant Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant Holder, if the relevant Holder is an estate, nominee, trust, partnership, limited liability company or corporation) and
the Relevant Taxing Jurisdiction (including, but not limited to, being a citizen or resident or national or domiciliary of, or the existence of a business, a permanent establishment, a dependent agent, a place of business or a place of management
present or deemed present in the Relevant Taxing Jurisdiction) but excluding, in each case, any connection arising solely from the acquisition, ownership or holding of such Note or enforcement of rights hereunder or under a Note Guarantee or the
receipt of any payment in respect thereof; 
 (2) any Taxes that are imposed or withheld by reason of the failure by the
Holder or the beneficial owner of the Note to comply with a written request of the Payor addressed to the Holder, after reasonable notice, to provide certification, information, documents or other evidence concerning the nationality, residence,
identity or connection with the Relevant Taxing Jurisdiction of the Holder or such beneficial owners or to make any declaration or similar claim or satisfy any other reporting requirement relating to such matters, in each case that is required by
applicable law, regulation, treaty or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Tax; provided that in each case the Holder or beneficial owner is legally eligible to do
so; 
 (3) any Taxes that are payable otherwise than by deduction or withholding from a payment with respect to the Notes or
any Note Guarantee; 
 (4) any estate, inheritance, gift, sales, transfer, personal property or similar Taxes; 

  
 65 








 (5) any Taxes that are required to be deducted or withheld on a payment to an
individual pursuant to the European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to
conform to such directive; 
 (6) any Taxes imposed on a Holder or beneficial owner who would have been able to avoid such
Tax by presenting the relevant Note to, or otherwise accepting payment from, another Paying Agent in a member state of the European Union; 

(7) any Taxes imposed on or with respect to a payment to a Holder that is a fiduciary or partnership or any Person other than
the sole beneficial owner of such payment or Note, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such partnership or the beneficial owner of such payment or Note would not have been entitled to the
Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of such Note; 
 (8) any
Taxes imposed under sections 1471-1474 of the Code; or 
 (9) any combination of the above. 

(b) Additional Amounts will also not be payable (x) to the extent the payment could have been made without such deduction or withholding
if the beneficiary of the payment had presented the Note for payment (where presentation is required for payment) within 30 days after the relevant payment was first made available for payment to the Holder, except for Additional Amounts with
respect to Taxes that would have been imposed had the Holder presented the Note for payment within such 30 day period or (y) where, had the beneficial owner of the Note been the Holder, except for Additional Amounts with respect to Taxes that
would have been imposed had the Holder presented the Note for payment within such 30-day period, such beneficial owner would not have been entitled to payment of Additional Amounts by reason of any of clauses (1) to (9) inclusive above,
but only if there is no material cost or legal restriction associated with transferring the Note to such beneficial owner. 
 (c) The Payor
shall (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Payor shall use all reasonable efforts to obtain certified
copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes, in such form as provided in the ordinary course by the Relevant Taxing Jurisdiction and as is reasonably
available to the Company, and shall provide such certified copies to the Trustee. Such copies shall be made available to the Holders upon request. The Payor shall attach to each certified copy a certificate stating (x) that the amount of
withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per £1,000 principal amount of the
Notes. 

  
 66 








 (d) If any Payor becomes aware that it shall be obligated to pay Additional Amounts under or with
respect to any payment made on any Note or Note Guarantee, at least 30 days prior to the date of such payment, the Payor shall deliver to the Trustee an Officer’s Certificate stating the fact that Additional Amounts will be payable and the
amount so payable and such other information necessary to enable the Paying Agent to pay Additional Amounts to Holders on the relevant payment date (unless such obligation to pay Additional Amounts arises, or Payor becomes aware of such obligation,
less than 45 days prior to the relevant payment date, in which case the Payor may deliver such Officer’s Certificate promptly after the date that is 30 days prior to the payment date). The Trustee shall be entitled to rely solely on such
Officer’s Certificate without further inquiry, as conclusive proof that such payments are necessary. 
 (e) Wherever in this Indenture
or the Note Guarantees there are mentioned, in any context: 
 (1) the payment of principal; 

(2) purchase or redemption prices in connection with a purchase or redemption of Notes; 

(3) interest; or 

(4) any other amount payable on or with respect to any of the Notes, 

such reference shall be deemed to include payment of Additional Amounts pursuant to this Section 2.13 to the extent that, in such context, Additional
Amounts are, were or would be payable in respect thereof. 
 (f) The Payor shall pay any present or future stamp, court or documentary Taxes,
or any other excise, property or similar Taxes that arise in any jurisdiction from the execution, delivery, registration or enforcement of any Notes, this Indenture, the Intercreditor Agreement, the Security Documents or any other document or
instrument in relation thereto (other than present or future stamp, court or documentary Taxes or any other excise, property or similar Taxes that arise from or in connection with a transfer or exchange of the Notes in any jurisdiction) excluding
any such Taxes, charges or similar levies imposed by any jurisdiction that is not a Relevant Taxing Jurisdiction. 
 (g) The foregoing
obligations of this Section 2.13 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any jurisdiction in which any successor to the Issuer or any Guarantor is organized or any
political subdivision or taxing authority or agency thereof or therein. 
 SECTION 2.14. Currency Indemnity. (a) Pounds sterling
is the sole currency of account and payment for all sums payable by the Issuer and any Guarantor under or in connection with the Notes or any Note Guarantee, as applicable, including damages. Any amount received or recovered in a currency other than
pounds sterling, whether as a result of, or the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of the Issuer or any Guarantor or otherwise by any Holder or by the Trustee, in respect of any sum
expressed to be due to it from the Issuer or any Guarantor will only constitute a discharge to the Issuer or such Guarantor to the extent of the pounds sterling amount which the recipient is able to purchase with the amount so received or recovered
in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). 

  
 67 








 (b) If that pounds sterling amount is less than the pounds sterling amount expressed to be due to
the recipient or the Trustee under any Note, the Issuer and the Guarantors shall indemnify them against any loss sustained by such recipient or the Trustee as a result. In any event, the Issuer and the Guarantors shall indemnify the recipient or the
Trustee against the cost of making any such purchase. For the purposes of this currency indemnity provision, it will be prima facie evidence of the matter stated therein for the Holder or the Trustee to certify in a manner reasonably satisfactory to
the Issuer (indicating the sources of information used) the loss it incurred in making any such purchase. These indemnities constitute a separate and independent obligation from the Issuer’s and the Guarantors’ other obligations, will give
rise to a separate and independent cause of action, will apply irrespective of any waiver granted by any Holder or the Trustee (other than a waiver of the indemnities set out herein) and will continue in full force and effect despite any other
judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Note or to the Trustee. 
 SECTION 2.15.
Deposit of Moneys. No later than 10:00 a.m. London Time one Business Day prior to each due date of the principal of, interest and premium (if any) on any Note and the Stated Maturity date of the Notes, the Issuer shall deposit with the
Principal Paying Agent in immediately available funds money sufficient to make cash payments, if any, due on such day or date, as the case may be, in a timely manner which permits the Trustee or relevant Paying Agent to remit payment to the Holders
on such day or date, as the case may be. Subject to actual receipt of such funds as provided by this Section 2.15 by the designated Paying Agent, such Paying Agent shall make payments on the Notes in accordance with the provisions of this
Indenture. The Issuer shall promptly notify the Trustee and the Paying Agents of its failure to so act. 
 ARTICLE III 

Redemption and Prepayment 

SECTION 3.01. Notices to Trustee. If the Issuer elects to redeem Notes pursuant to the optional redemption provisions of
Section 3.07 hereof, it must furnish to the Trustee, at least 10 days but not more than 60 days (or such shorter period as may be agreed by the Trustee) before notice of redemption is given to Holders, an Officer’s Certificate setting
forth: 
 (a) the clause of this Indenture pursuant to which the redemption shall occur; 

(b) the record date for the redemption and the redemption date; 

(c) the principal amount, including make-whole premium, if any, of Notes to be redeemed; and 

(d) the redemption price. 

  
 68 








 SECTION 3.02. Selection of Notes To Be Redeemed or Purchased. If less than all the Notes
are to be redeemed or purchased in an offer to purchase at any time, the Trustee or the Registrar will select Notes for redemption or purchase as follows: 

(a) if the applicable Notes are listed on any national securities exchange (including the Luxembourg Stock Exchange), in
compliance with the requirements of the principal securities exchange on which they are listed, as certified to the Trustee and the Registrar by the Issuer and in compliance with the requirements of Euroclear and/or Clearstream; or 

(b) if the applicable Notes are not listed on any national securities exchange or the relevant national securities exchange
does not have any applicable requirements and the Notes are not held through Euroclear and/or Clearstream or Euroclear and/or Clearstream prescribes no method of selection, on a pro rata basis or a method which most nearly approximates pro
rata, as the Trustee deems appropriate. 
 In the event of partial redemption or purchase, the particular Notes to be redeemed or
purchased will be selected, unless otherwise provided herein, not less than 10 nor more than 60 days prior to the redemption or purchase date by the Trustee from the outstanding Notes not previously called for redemption or purchase. 

The Trustee shall promptly notify the Issuer and the Registrar (if not the Issuer) in writing of the Notes selected for redemption or purchase
and, in the case of any Notes selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected will be in minimum amounts of £100,000 and integral multiples of
£1,000 in excess thereof, except that if all the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of £1,000 (in excess of £100,000), shall be
redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase. 

Neither the Trustee nor the Registrar shall be liable for selections made by it under this Section 3.02. 

SECTION 3.03. Notice of Redemption. So long as any series of the Notes is listed on the Luxembourg Stock Exchange and if required by
the rules of the Luxembourg Stock Exchange, any notice of redemption shall be published in Luxembourg in a daily leading newspaper with general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or on the website of the
Luxembourg Stock Exchange (http://www.bourse.lu). In addition, not less than 10 days but not more than 60 days before a redemption date if the Notes are in the form of Definitive Notes, the Issuer shall mail or cause to be mailed, by
first class mail, postage pre paid, a notice of redemption to each Holder whose Notes are to be redeemed at their respective addresses as they appear on the registration books of the Registrar, except that redemption notices may be mailed more than
15 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes pursuant to Article VIII hereof or a satisfaction and discharge of this Indenture pursuant to Article X hereof. 

  
 69 








 The notice shall identify the Notes to be redeemed and shall state: 

(a) the record date for the redemption and the redemption date; 

(b) the redemption price; 

(c) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the
redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note; 

(d) the name and address of the Paying Agent; 

(e) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price; 

(f) that, unless the Issuer defaults in making such redemption payment or the relevant Paying Agent is prohibited from making
such payment pursuant to the terms of this Indenture, interest on Notes called for redemption ceases to accrue on and after the redemption date, unless the redemption price is not paid on the redemption date; 

(g) the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being
redeemed; and 
 (h) that no representation is made as to the correctness or accuracy of the ISIN or Common Code number, if
any, listed in such notice or printed on the Notes. 
 At the Issuer’s direction, the Trustee shall give the notice of redemption in
the Issuer’s name and at its expense; provided, however, that the Issuer has delivered to the Trustee, at least 45 days prior to the redemption date (unless a shorter period shall be acceptable to the Trustee in its sole
discretion), an Officer’s Certificate directing the Trustee to give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. 

SECTION 3.04. Effect of Notice of Redemption. Once notice of redemption is mailed in accordance with Section 3.03 hereof, subject
to Section 3.07(e), Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price. Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to
any other Holder. 
 SECTION 3.05. Deposit of Redemption or Purchase Price. No later than 10:00 a.m. London Time one Business
Day prior to the redemption or purchase price date, the Issuer shall deposit with the Principal Paying Agent money sufficient to pay the redemption or purchase price of and accrued and unpaid interest, if any, and Additional Amounts, if any, on all
Notes to be redeemed or purchased on that date other than Notes or portions of Notes called for redemption that have been delivered by the Issuer to the Trustee for cancellation. The Principal Paying Agent shall promptly return to the Issuer any
money deposited with the Principal Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption or purchase price of, and accrued and unpaid interest, if any, and Additional Amounts, if any, on, all Notes to be redeemed or
purchased. Neither the Trustee nor any Agent shall be required to pay out any money without first having been placed in funds. 

  
 70 








 If the Issuer complies with the provisions of the preceding paragraph, on and after the
redemption or purchase date, interest will cease to accrue on the Notes or the portions of Notes called for redemption or purchase unless the relevant Paying Agent is prohibited from making such redemption payment pursuant to the terms of this
Indenture. If a Note is redeemed or purchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the
close of business on such record date. If any Note called for redemption or purchase is not so paid upon surrender for redemption or purchase because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the
unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof. 

SECTION 3.06. Notes Redeemed or Purchased in Part. Upon surrender of a Note that is redeemed or purchased in part, the Issuer shall
issue and, upon receipt of an Authentication Order, the Trustee (or the Authentication Agent) shall authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note
surrendered. In the case of a Global Note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. 

SECTION 3.07. Optional Redemption. (a) At any time and from time to time on or after August 1, 2016, the Issuer may redeem
the Notes, in whole or in part, at its option, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to the applicable percentage of principal amount set forth below plus accrued and unpaid interest and
Additional Amounts, if any, to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning
on August 1 of the years indicated below: 
  

					
	 Year
	  	Redemption
Price	 
	 2016
	  	 	107.875	% 
	 2017
	  	 	105.250	% 
	 2018
	  	 	102.625	% 
	 2019 and thereafter
	  	 	100.000	% 

 (b) At any time and from time to time prior to August 1, 2016, the Issuer may redeem Notes with the Net
Cash Proceeds received by the Company from any Equity Offering, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 110.5% plus accrued and unpaid interest and Additional Amounts, if any, to the applicable
redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in an aggregate principal amount for all such redemptions not to exceed 35% of the original
aggregate principal amount of the Notes (including the principal amount of any Additional Notes); provided that: 

  
 71 








 (1) in each case the redemption takes place not later than 120 days after the
closing of the related Equity Offering; and 
 (2) not less than 65% of the original aggregate principal amount of the Notes
(including the principal amount of any Additional Notes) remains outstanding immediately thereafter. 
 (c) At any time prior to
August 1, 2016, the Issuer may redeem the Notes in whole or in part, at its option, upon not less than 10 nor more than 60 days’ prior notice at a redemption price equal to 100% of the principal amount of such Notes plus the relevant
Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest
payment date). 
 (d) Notice of redemption shall be provided as set forth in Section 3.03. If the Issuer effects an optional redemption
of Notes, it will, for so long as the Notes are listed on the Euro MTF Market of the Luxembourg Stock Exchange, inform the Luxembourg Stock Exchange of such optional redemption and confirm the aggregate principal amount of the Notes of that series
that will remain outstanding immediately after such redemption. 
 (e) Any redemption and notice of redemption may, at the Issuer’s
discretion, be subject to the satisfaction of one or more conditions precedent (including, in the case of a redemption related to an Equity Offering, the consummation of such Equity Offering) which shall be specified in the notice of redemption to
Holders. 
 (f) If the optional redemption date is on or after an interest record date and on or before the related interest payment date,
the accrued and unpaid interest will be paid to the Person in whose name the Note is registered at the close of business on such record date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the
Issuer. 
 (g) Unless the Issuer defaults in the payment of the redemption price, interest shall cease to accrue on the Notes or portions
thereof called for redemption on the applicable redemption date. 
 SECTION 3.08. Mandatory Redemption. The Issuer is not required to
make mandatory redemption payments or sinking fund payments with respect to the Notes. 
 SECTION 3.09. Asset Disposition Offer. In
the event that, pursuant to Section 4.10 hereof, the Issuer is required to commence an Asset Disposition Offer, it shall follow the procedures specified below. 

  
 72 








 Upon the commencement of an Asset Disposition Offer, the Issuer shall send or cause to be sent,
by first-class mail, to the Trustee and each of the Holders at the address appearing in the security register, a notice stating: 

(a) that the Asset Disposition Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the
length of time the Asset Disposition Offer will remain open; 
 (b) the Asset Disposition Offer Amount, the purchase price
and the Asset Disposition Purchase Date; 
 (c) that any Note not tendered or accepted for payment will continue to accrue
interest; 
 (d) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset
Disposition Offer will cease to accrue interest after the Asset Disposition Purchase Date; 
 (e) that Holders electing to
have a Note purchased pursuant to an Asset Disposition Offer may elect to have Notes purchased only in minimum denominations of £100,000 and in integral multiples of £1,000, in excess thereof, except that a Holder may elect to have all
the Notes held by such Holder purchased even if not an integral multiple of £1,000 (in excess of £100,000); 

(f) that Holders electing to have a Note purchased pursuant to any Asset Disposition Offer will be required to surrender the
Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, a Depositary, if appointed by 

the Issuer, or a Paying Agent at the address specified in the notice at least three days before the Asset Disposition
Purchase Date; 
 (g) the procedure for withdrawing an election to tender; 

(h) that if the aggregate principal amount of the Notes surrendered in any Asset Disposition Offer by Holders and other Pari
Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Excess Proceeds shall be allocated among the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of
the aggregate principal amount of tendered Notes and Pari Passu Indebtedness; 
 (i) that Holders whose Notes were purchased
only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer); and 

(j) on or before the Asset Disposition Purchase Date, the Issuer shall, to the extent lawful, accept for payment, on a pro
rata basis to the extent necessary, the Asset Disposition Offer Amount of Notes and Pari Passu Indebtedness or portions of Notes and Pari Passu Indebtedness so validly tendered and not properly withdrawn pursuant to the


  
 73 








 
Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Notes and Pari Passu Indebtedness so validly tendered and not
properly withdrawn and in minimum denominations of £100,000 and in integral multiples of £1,000 in excess thereof. The Company shall deliver to the Trustee an Officer’s Certificate stating that such Notes or portions thereof were
accepted for payment by the Company in accordance with the terms of this Section 3.09. The Company or an agent designated by the Company, as the case may be, shall promptly (but in any case not later than five Business Days after termination of
the Asset Disposition Offer Period) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes so validly tendered and not properly withdrawn by such Holder, and accepted by the Company for purchase, and the Company
shall promptly issue a new Note (or amend the Global Note), and the Trustee, upon delivery of an Officer’s Certificate from the Company, shall (via the Authentication Agent) authenticate and mail or deliver (or cause to be transferred by book
entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered; provided that each such new Note will be in a principal amount with a minimum denomination of £100,000 or in integral
multiples of £1,000 in excess thereof. Any Note not so accepted will be promptly mailed or delivered (or transferred by book entry) by the Company to the Holder thereof. 

Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the
provisions of Sections 3.01 through 3.06 hereof. 
 SECTION 3.10. Redemption for Taxation Reasons. The Issuer or Successor
Company may redeem the Notes in whole, but not in part, at any time upon giving not less than 10 nor more than 60 days’ notice to the Holders (which notice will be irrevocable) at a redemption price equal to 100% of the outstanding principal
amount thereof, together with accrued and unpaid interest, if any, to, but excluding, the date fixed for redemption (a “Tax Redemption Date”) (subject to the right of Holders of record on the relevant record date to receive interest
due on the relevant interest payment date) and all Additional Amounts, if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if any, if as a result of: 

(1) any change in, or amendment to, the law (or any regulations or rulings promulgated thereunder) of a Relevant Taxing
Jurisdiction affecting taxation; or 
 (2) any change in, or amendment to, the application, administration or interpretation
of such laws, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice) of a Relevant Taxing Jurisdiction (each of the foregoing in clauses
(1) and (2), a “Change in Tax Law”); 
 the Issuer, Successor Company or Guarantor are, or on the next interest payment date in
respect of the Notes would be, required to pay any Additional Amounts, and such obligation cannot be avoided by taking reasonable measures available to the Issuer, Successor Company or Guarantor (including, for the avoidance of doubt, the
appointment of a new Paying Agent where this would be reasonable and, in the case of a payment by a Guarantor, having the Issuer or another 

  
 74 








 
Guarantor make the payment, but not including assignment of the obligation to make payment with respect to the Notes). In the case of redemption due to withholding as a result of a Change in Tax
Law in a jurisdiction that is a Relevant Taxing Jurisdiction at the date of the Offering Memorandum, such Change in Tax Law must become effective on or after the date of the Offering Memorandum. In the case of redemption due to withholding as a
result of a Change in Tax Law in a jurisdiction that becomes a Relevant Taxing Jurisdiction after the date of the Offering Memorandum, such Change in Tax Law must become effective on or after the date the jurisdiction becomes a Relevant Taxing
Jurisdiction. Notice of redemption for taxation reasons shall be published in accordance with Section 3.03. Notwithstanding the foregoing, no such notice of redemption shall be given (a) earlier than 90 days prior to the earliest date on
which the Payor would be obliged to make such payment of Additional Amounts and (b) unless at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. Prior to the publication or mailing of any notice of
redemption of the Notes pursuant to the foregoing, the Issuer or Successor Company shall deliver to the Trustee (a) an Officer’s Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts
showing that the conditions precedent to its right so to redeem have been satisfied and that it would not be able to avoid the obligation to pay Additional Amounts by taking reasonable measures available to it and (b) an opinion of an
independent tax counsel of recognized standing to the effect that the Issuer, Successor Company or Guarantor has or have been or shall become obligated to pay Additional Amounts as a result of a Change in Tax Law. The Trustee shall accept such
Officer’s Certificate and opinion as sufficient evidence of the existence and satisfaction of the conditions precedent described above, without further inquiry, in which event it will be conclusive and binding on the Holders. 

ARTICLE IV 
 Covenants 

SECTION 4.01. Payment of Notes. The Issuer shall pay or cause to be paid the principal of, premium, if any, and interest and Additional
Amounts, if any, on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Additional Amounts, if any, will be considered paid on the date due if the Paying Agent holds, as of 10:00 a.m. London
Time one Business Day prior to such date (or such other time as the Issuer and the Paying Agent may mutually agree from time to time, but always subject to actual receipt), money deposited by the Issuer in immediately available funds and designated
for and sufficient to pay all principal, premium and Additional Amounts, if any, and interest then due and is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture. The Issuer shall promptly notify
the Trustee and the applicable Paying Agent of its failure to so deposit. Subject to actual receipt of such funds as provided by this Section 4.01 by the designated Paying Agent, such Paying Agent shall make payments on the Notes in accordance
with this Indenture. In any event, the Issuer shall, prior to 10:00 a.m. London, England time on the second Business Day prior to the date on which the Principal Paying Agent receives payment, procure that the bank effecting payment for it confirms
by SWIFT message to the Principal Paying Agent that an irrevocable payment instruction has been given. A Paying Agent shall (or the Trustee, if applicable) only be obliged to make a payment under this Indenture if it has actually received cleared,
immediately available funds from the Issuer as required under this Section 4.01. Subject to Section 2.13, the Paying Agent or the Trustee, as the case may be, shall be entitled to make payments net of taxes or other amounts required by any
applicable law to be withheld or deducted. 

  
 75 








 The Issuer shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes. The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace periods) at the same rate. 
 If a Paying Agent pays out funds on or after the due date therefor, or
pays out funds (although it is not obligated to do so) on the assumption that the corresponding payment by the Issuer has been or shall be made and such payment has in fact not been so made by the Issuer, then the Issuer shall on demand reimburse
the Paying Agent for the relevant amount, and pay interest to the Paying Agent on such amount from the date on which it is paid out to the date of reimbursement at a rate per annum equal to the cost to the Paying Agent of funding the amount paid
out, as certified by the Paying Agent and expressed as a rate per annum. 
 SECTION 4.02. Maintenance of Office or Agency. The Issuer
shall maintain an office or agency (which may be an office of the Trustee or an Affiliate of the Trustee, Registrar or co-registrar) for the Notes in London, England where (1) Notes may be surrendered for registration of transfer or for
exchange and (2) notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or
agency. 
 The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or
surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Issuer of its obligation to maintain an office or
agency in London, England for such purposes. The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 

SECTION 4.03. Reports. (a) For so long as any Notes are outstanding, the Company shall provide to the Trustee the following
reports: 
 (1) within 120 days after the end of the Company’s fiscal year beginning with the first fiscal year ending
after the Issue Date, annual reports containing, to the extent applicable the following information: (a) audited consolidated balance sheets of the Company or its predecessor as of the end of the two most recent fiscal years and audited
consolidated income statements and statements of cash flow of the Company or its predecessor for the three most recent fiscal years, including complete footnotes to such financial statements and the report of the independent auditors on the
financial statements; (b) unaudited pro forma income statement information and balance sheet information of the Company (which, for the avoidance of doubt, shall not include the provision of a full income statement or balance sheet to
the extent not reasonably available), together with explanatory footnotes, for any material acquisitions, dispositions 

  
 76 








 
or recapitalizations that have occurred since the beginning of the most recently completed fiscal year; (c) an operating and financial review of the audited financial statements, including a
discussion of the results of operations, financial condition, EBITDA (or equivalent measure), ERC and liquidity and capital resources of the Company, and a discussion of material commitments and contingencies and critical accounting policies, which
is similar in scope to the information provided in the Offering Memorandum; (d) description of the business, management and shareholders of the Company, all material affiliate transactions and a description of all material contractual
arrangements, including material debt instruments, which is similar in scope and detail to the information provided in the Offering Memorandum; and (e) a description of material risk factors and material recent developments; 

(2) within 60 days (or in the case of the quarter ending June 30, 2013, 90 days) following the end of the first three
fiscal quarters in each fiscal year of the Company beginning with the quarter ending June 30, 2013, all quarterly reports of the Company containing the following information: (a) an unaudited condensed consolidated balance sheet as of the
end of such quarter and unaudited condensed statements of income and cash flow for the most recently completed quarter year-to-date period ending on the unaudited condensed balance sheet date, and the comparable prior year periods, together with
condensed footnote disclosure; (b) unaudited pro forma income statement information and balance sheet information of the Company (which, for the avoidance of doubt, shall not include the provision of a full income statement or balance
sheet to the extent not reasonably available), together with explanatory footnotes, for any material acquisitions, dispositions or recapitalizations that have occurred since the beginning of the relevant quarter; (c) an operating and financial
review of the unaudited financial statements, including a discussion of the results of operations, financial condition, EBITDA (or equivalent measure), ERC and material changes in liquidity and capital resources of the Company, and a discussion of
material changes not in the ordinary course of business in commitments and contingencies since the most recent report; and (d) material recent developments and any material changes to the risk factors disclosed in the most recent annual report;
and 
 (3) promptly after the occurrence of any material acquisition, disposition, restructuring, merger or similar
transaction, or any senior executive officer changes at the Company or change in auditors of the Company or any other material event that the Company or any of its Restricted Subsidiaries announces publicly, a report containing a description of such
event. 
 (b) All financial statements and pro forma financial information shall be prepared in accordance with GAAP in effect on the
date of such report or financial statement (or otherwise on the basis of GAAP then in effect) and on a consistent basis for the periods presented; provided, however, that the reports set forth in Sections 4.03(a)(1), 4.03(a)(2)
and 4.03(a)(3) may in the event of a change in applicable GAAP, present earlier periods on a basis that applied to such periods. Except as provided for below, no report needs to include separate financial statements for any Subsidiaries of the
Company. At its election , the Company may also include financial statements of MFG in lieu of those for the Company; provided that if the financial statements of MFG are included in such report, a reasonably detailed description of material
differences between the financial statements of MFG and the Company shall be included for any period after the Issue Date. 

  
 77 








 (c) At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries and any
such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, constitutes a Significant Subsidiary of the Company, then the annual and quarterly financial information required by Sections 4.03(a)(1)
and 4.03(a)(2) shall include either (i) a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Company and its Restricted
Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company or (ii) stand-alone audited or unaudited financial statements, as the case may be, of such Unrestricted Subsidiary or
Unrestricted Subsidiaries (as a group or otherwise) together with an unaudited reconciliation to the financial information of the Company and its Subsidiaries, which reconciliation shall include the following items: revenue, EBITDA (or equivalent
measure), ERC, net income, cash, total assets, total debt, shareholders equity and interest expense. 
 (d) Substantially concurrently with
the issuance to the Trustee of the reports specified in Sections 4.03(a)(1), 4.03(a)(2) and 4.03(a)(3), the Company shall also (A) use its commercially reasonable efforts (i) to post copies of such reports on such password protected
website as may be then maintained by the Company and its Subsidiaries or (ii) otherwise to provide substantially comparable public availability of such reports (as determined by the Company in good faith) or (B) to the extent the Company
determines in good faith that it cannot make such reports available in the manner described in the preceding clause (A) owing to applicable law or after the use of its commercially reasonable efforts, furnish such reports to the Holders and,
upon their request, prospective purchasers of the Notes. So long as any Notes are outstanding, no later than ten Business Days after the delivery of the annual and quarterly reports required by this covenant, the Company shall hold a live quarterly
conference call to discuss such reports and the results of operations for the relevant reporting period for the benefit of holders or prospective holders of Notes; provided that no more than one conference call will be required in relation to
any quarterly period. 
 (e) The Issuer shall also make available copies of all reports required by Sections 4.03(a)(1), 4.03(a)(2) and
4.03(a)(3) at the offices of the Luxembourg listing agent or post such reports on the official website of the Luxembourg Stock Exchange (http://www.bourse.lu). 

(f) In addition, so long as the Notes remain outstanding and during any period during which the Company is not subject to Section 13 or
15(d) of the Exchange Act nor exempt therefrom pursuant to Rule 12g3-2(b), the Company shall furnish to the Holders and, upon their request, prospective purchasers of the Notes, the information required to be delivered pursuant to
Rule 144A(d)(4) under the Securities Act. 
 SECTION 4.04. Compliance Certificates and Notices. The Issuer shall deliver to the
Trustee, within 120 days after the end of each fiscal year (and within 14 days upon a request at any time after such 120 days), an Officer’s Certificate stating that it has complied with its obligations under this Indenture and in the course of
the performance by the signer thereof of his 

  
 78 








 
or her duties as an Officer of the Issuer he or she would normally have knowledge of any Default and whether or not the signer knows of any Default that occurred during such period (and, if a
Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuer is taking or proposes to take with respect thereto). 

SECTION 4.05. Taxes. The Company shall pay, and the Company shall cause each Restricted Subsidiary to pay, prior to delinquency, all
Taxes except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders. 

SECTION 4.06. Limitation on Company and Issuer Activities; Limitation on Trust Management SPVs. (a) Neither the Company nor the
Issuer will engage in any business or undertake any other activity, own any assets or incur any liabilities other than: (i) ownership of the Capital Stock of the Issuer and Marlin Midway Limited, respectively, debit and credit balances with
Restricted Subsidiaries and other minimal credit and cash balances in bank accounts and related Investments in Cash Equivalents, Temporary Cash Investments or Investment Grade Securities; (ii) the provision of administration services (including
the on-lending of monies to Restricted Subsidiaries in the manner described in (a) above) and management services to their respective Subsidiaries of a type customarily provided by a holding company to its Subsidiaries and the ownership of
assets necessary to provide such services; (iii) the entry into and performance of its obligations (and incurrence of liabilities) under (or repurchase or acquisition by means of a tender offer, open market purchases or otherwise, of) the
Notes, this Indenture, the New Revolving Credit Facility, any Hedging Obligations, any Public Debt, other Indebtedness (including any Additional Notes) or any other obligations, in each case permitted by this Indenture, any Security Document to
which it is a party, and the Intercreditor Agreement; (iv) the making of any payments or other distributions of the types specified in Section 4.07(a)(1), Section 4.07(a)(2) and Section 4.07(a)(3) in compliance with
Section 4.07 and the making of any Permitted Investments of the types specified under clauses (6) and (16) of the definition thereof; (v) reorganizations for bona fide corporate purposes in compliance with Section 5.01;
provided that any successor entity resulting from any such reorganization is subject to the covenant described in this Section 4.06; (vi) the granting of security interests in accordance with the terms of the Notes, this Indenture, the New
Revolving Credit Facility, any Hedging Obligations, any Public Debt, other Indebtedness or any other obligations, in each case permitted by this Indenture, any Security Document to which it is a party and the Intercreditor Agreement;
(vii) professional fees and administration costs in the ordinary course of business as a holding company; (viii) related or reasonably incidental to the establishment or maintenance of their or their respective Subsidiaries’ corporate
existence; (ix) any liabilities under any purchase agreement or any other document entered into in connection with the issuance of the Notes or any other Indebtedness permitted under this Indenture (including any Additional Notes); and
(x) any other activities which are not specifically listed above and (i) which are ancillary to or related to those listed above or (ii) which are de minimis in nature. The Issuer will not undertake any transaction that will
require the Issuer to register as an “investment company” or an entity “controlled by an investment company” as defined in the US Investment Company Act of 1940, as amended, and the rules and regulations thereunder. 

  
 79 








 (b) No Trust Management SPV will: (a) engage in any business activity or undertake any other
activity, other than such activities (i) necessary or ancillary to managing Trust Management Assets including as necessary to fulfill any obligations or duties of the Trust Management SPV as a trustee and including as specifically contemplated
hereby including the disposition of any Trust Management Assets, Incurrence of Indebtedness where the proceeds of such Indebtedness are used to finance the purchase of Trust Management Assets and granting liens on Trust Management Assets or
(ii) related to the establishment and maintenance of the Trust Management SPV; (b) issue any Capital Stock other than to the Company or any other Restricted Subsidiary; (c) Incur any Indebtedness other than Indebtedness without
recourse to the Company or any other Restricted Subsidiary or any of their assets; (d) hold any assets other than Trust Management Assets and any other assets necessary or ancillary to managing such Trust Management Assets; (e) establish
any subsidiaries or own Capital Stock of any entity for any purpose or (f) undertake any transaction that will require the Issuer to register as an “investment company” or an entity “controlled by an investment company” as
defined in the US Investment Company Act of 1940, as amended, and the rules and regulations thereunder. 
 SECTION 4.07. Restricted
Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries, directly or indirectly, to: 

(1) declare or pay any dividend or make any other payment or other distribution on or in respect of the Company’s or any
Restricted Subsidiary’s Capital Stock (including any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) except: 

(a) dividends or distributions payable in Capital Stock of the Company (other than Disqualified Stock) or in options, warrants
or other rights to purchase such Capital Stock of the Company or in Subordinated Shareholder Funding; and 
 (b) dividends or
distributions payable to the Company or a Restricted Subsidiary (and, in the case of any such Restricted Subsidiary making such dividend or distribution, to holders of its Capital Stock other than the Company or another Restricted Subsidiary on no
more than a pro rata basis, measured by value); 
 (2) purchase, redeem, retire or otherwise acquire for value any Capital
Stock of the Company or any direct or indirect Parent of the Company held by Persons other than the Company or a Restricted Subsidiary (other than in exchange for Capital Stock of the Company (other than Disqualified Stock)); 

(3) make any payment on or in respect of, or purchase, repurchase, redeem, defease or otherwise acquire or retire for value,
prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any (x) Subordinated Indebtedness (other than, in each case, any capitalization of Subordinated Indebtedness or (a) any such payment, purchase, repurchase,
redemption, defeasance or other acquisition or retirement or in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, due within one year of the date of purchase, repurchase, redemption,
defeasance or other acquisition or retirement, (b) a payment of interest at the applicable interest payment date and (c) any Indebtedness Incurred pursuant to Section 4.09(b)(3)) or (y) any Subordinated Shareholder Funding, other
than any payment of interest thereon in the form of additional Subordinated Shareholder Funding; or 

  
 80 








 (4) make any Restricted Investment in any Person; 

(any such dividend, distribution, payment, purchase, redemption, repurchase, defeasance, other acquisition, retirement or Restricted Investment referred to in
clauses (1) through (4) are referred to herein as a “Restricted Payment”), if at the time the Company or such Restricted Subsidiary makes such Restricted Payment: 

(A) a Default shall have occurred and be continuing (or would result immediately thereafter therefrom); 

(B) the Company is not able to Incur an additional £1.00 of Indebtedness pursuant to Section 4.09(a) after giving
effect, on a pro forma basis, to such Restricted Payment; or 
 (C) the aggregate amount of such Restricted Payment
and all other Restricted Payments made subsequent to the Issue Date (and not returned or rescinded) (including Permitted Payments permitted below by Sections 4.07(b)(5)(a) (without duplication of amounts paid pursuant to any other clause of the
second succeeding paragraph), 4.07(b)(6), 4.07(b)(10), 4.07(b)(11) and 4.07(b)(12), but excluding all other Restricted Payments permitted by Section 4.07(b)) would exceed the sum of (without duplication): 

(i) 50% of Consolidated Net Income for the period (treated as one accounting period) from the first day of the first fiscal
quarter commencing after the Issue Date to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which internal consolidated financial statements of the Company are available (or, in the case such
Consolidated Net Income is a deficit, minus 100% of such deficit); 
 (ii) 100% of the aggregate Net Cash Proceeds, and the
fair market value (as determined in accordance with the next succeeding paragraph) of property, assets or marketable securities, received by the Company from the issue or sale of its Capital Stock (other than Disqualified Stock or Designated
Preference Shares) or Subordinated Shareholder Funding, in each case excluding the Excluded Shareholder Contribution, subsequent to the Issue Date or otherwise contributed to the equity (other than through the issuance of Disqualified Stock,
Designated Preference Shares, Subordinated Shareholder Funding refinancing existing Subordinated Shareholder Funding or the Excluded Shareholder Contribution) of the Company subsequent to the Issue Date (other than (x) Net Cash Proceeds or
property, assets or marketable securities 

  
 81 








 
received from an issuance or sale of such Capital Stock to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Company or any Subsidiary of the Company for the
benefit of its employees to the extent funded by the Company or any Restricted Subsidiary, (y) Net Cash Proceeds or property, assets or marketable securities to the extent that any Restricted Payment has been made from such proceeds in reliance
on Section 4.07(b)(6) and (z) Excluded Contributions); 
 (iii) 100% of the aggregate Net Cash Proceeds, and the
fair market value (as determined in accordance with the last paragraph of this Section 4.07(a)) of property, assets or marketable securities, received by the Company or any Restricted Subsidiary from the issuance or sale (other than to the
Company or a Restricted Subsidiary or an employee stock ownership plan or trust established by the Company or any Subsidiary of the Company for the benefit of its employees to the extent funded by the Company or any Restricted Subsidiary) by the
Company or any Restricted Subsidiary subsequent to the Issue Date of any Indebtedness that has been converted into or exchanged for Capital Stock of the Company (other than Disqualified Stock or Designated Preference Shares) or Subordinated
Shareholder Funding (plus the amount of any cash, and the fair market value (as determined in accordance with the next succeeding paragraph) of property, assets or marketable securities, received by the Company or any Restricted Subsidiary upon such
conversion or exchange) but excluding (x) Net Cash Proceeds to the extent that any Restricted Payment has been made from such proceeds in reliance on Section 4.07(b)(6) and (y) Excluded Contributions); 

(iv) the amount equal to the net reduction in Restricted Investments made by the Company or any of its Restricted Subsidiaries
resulting from: 
 (A) repurchases, redemptions or other acquisitions or retirements of any such Restricted Investment,
proceeds realized upon the sale or other disposition to a Person other than the Company or a Restricted Subsidiary of any such Restricted Investment, repayments of loans or advances or other transfers of assets (including by way of dividend,
distribution, interest payments or returns of capital) to the Company or any Restricted Subsidiary; or 
 (B) the
redesignation of Unrestricted Subsidiaries as Restricted Subsidiaries (valued, in each case, as provided in the definition of “Investment”) not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously
made by the Company or any Restricted Subsidiary in such Unrestricted Subsidiary, which amount, in each case under this 

  
 82 








 
clause (iv), was included in the calculation of the amount of Restricted Payments referred to in the first sentence of this clause (C); provided, however, that no amount will
be included in Consolidated Net Income for purposes of the preceding clause (i) to the extent that it is (at the Company’s option) included under this clause (iv); and 

(v) the amount of the cash and the fair market value (as determined in accordance with the next succeeding paragraph) of
property, assets or marketable securities received by the Company or any of its Restricted Subsidiaries in connection with: 

(A) the sale or other disposition (other than to the Company or a Restricted Subsidiary or an employee stock ownership plan or
trust established by the Company or any Subsidiary of the Company for the benefit of its employees to the extent funded by the Company or any Restricted Subsidiary) of Capital Stock of an Unrestricted Subsidiary of the Company; and 

(B) any dividend or distribution made by an Unrestricted Subsidiary to the Company or a Restricted Subsidiary, 

provided, however, that no amount will be included in Consolidated Net Income for purposes of the preceding clause (i) to
the extent that it is (at the Company’s option) included under this clause (v); provided further, however, that such amount shall not exceed the amount included in the calculation of the amount of Restricted Payments referred
to in the first sentence of this clause (C). 
 Upon a Specified Change of Control Event, all amounts calculated pursuant to this
clause (C) shall be reset to zero and all references to the Issue Date in this clause (C) shall thereafter refer to the date of such Specified Change of Control Event (it being understood, for the avoidance of doubt, that any amounts that
would otherwise be included in the calculation of the amount available for Restricted Payments pursuant to sub-clauses (ii) or (iii) of the preceding clause (C) and which were received in contemplation of, or in connection with, a
Specified Change of Control Event will not be included in the calculation of the amount available for Restricted Payments). 
 The fair
market value of property or assets other than cash covered by Section 4.07(a)(4)(C) shall be the fair market value thereof as determined in good faith by the Board of Directors. 

  
 83 








 (b) The foregoing provisions will not prohibit any of the following (collectively,
“Permitted Payments”): 
 (1) any purchase, repurchase, redemption, defeasance or other acquisition or
retirement of Capital Stock, Disqualified Stock, Designated Preference Shares, Subordinated Shareholder Funding or Subordinated Indebtedness made by exchange (including any such exchange pursuant to the exercise of a conversion right or privilege in
connection with which cash is paid in lieu of the issuance of fractional shares) for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of the Company (other than Disqualified Stock or Designated Preference Shares) or
Subordinated Shareholder Funding, in each case excluding the Excluded Shareholder Contribution, or a substantially concurrent contribution to the equity (other than through the issuance of Disqualified Stock or Designated Preference Shares or
through an Excluded Contribution or the Excluded Shareholder Contribution) of the Company; provided, however, that to the extent so applied, the Net Cash Proceeds, or fair market value (as determined in accordance with the preceding
sentence) of property or of marketable securities, from such sale of Capital Stock, Subordinated Shareholder Funding or such contribution will be excluded from Section 4.07(a)(4)(C)(ii); 

(2) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Indebtedness made by
exchange for, or out of the proceeds of the substantially concurrent sale of, Refinancing Indebtedness permitted to be Incurred pursuant to Section 4.09; 

(3) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Preferred Stock of the Company or a
Restricted Subsidiary made by exchange for or out of the proceeds of the substantially concurrent sale of Preferred Stock of the Company or a Restricted Subsidiary, as the case may be, that, in each case, is permitted to be Incurred pursuant to
Section 4.09, and that in each case, constitutes Refinancing Indebtedness; 
 (4) any purchase, repurchase, redemption,
defeasance or other acquisition or retirement of Subordinated Indebtedness: 
 (a) from Net Available Cash to the extent
permitted under Section 4.10, but only if (i) the Company shall have first complied with the terms described under Section 4.10 and purchased all Notes tendered pursuant to any offer to repurchase all the Notes required thereby, prior
to purchasing, repurchasing, redeeming, defeasing or otherwise acquiring or retiring such Subordinated Indebtedness and (ii) at a purchase price not greater than 100% of the principal amount of such Subordinated Indebtedness plus accrued and
unpaid interest; or 
 (b) to the extent required by the agreement governing such Subordinated Indebtedness, following the
occurrence of a Change of Control (or other similar event described therein as a “change of control”), but only (i) if the Company shall be required to make a Change of Control Offer under Section 4.15 and shall have complied
with Section 4.15 and purchased all Notes tendered pursuant to the 

  
 84 








 
offer to repurchase all the Notes required thereby, prior to purchasing, repurchasing, redeeming, defeasing or otherwise acquiring or retiring such Subordinated Indebtedness and (ii) at a
purchase price not greater than 101% of the principal amount of such Subordinated Indebtedness plus accrued and unpaid interest; 

(5) (a) any dividends paid within 60 days after the date of declaration if at such date of declaration such dividend
would have complied with this Section 4.07, and (b) payments associated with the Transactions; 
 (6) the purchase,
repurchase, redemption, defeasance or other acquisition, cancellation or retirement for value of Capital Stock of the Company or any Parent (including any options, warrants or other rights in respect thereof) and loans, advances, dividends or
distributions by the Company to any Parent to permit any Parent to purchase, repurchase, redeem, defease or otherwise acquire, cancel or retire for value Capital Stock of any Parent (including any options, warrants or other rights in respect
thereof), or payments to purchase, repurchase, redeem, defease or otherwise acquire, cancel or retire for value Capital Stock of any Parent (including any options, warrants or other rights in respect thereof), in each case from Management Investors;
provided that such payments, loans, advances, dividends or distributions do not exceed an amount (net of repayments of any such loans or advances) equal to (A) £2.0 million plus (B) £1.0 million multiplied by
the number of calendar years that have commenced since the Issue Date plus (C) the Net Cash Proceeds received by the Company or its Restricted Subsidiaries since the Issue Date (including through receipt of proceeds from the issuance or sale of
its Capital Stock or Subordinated Shareholder Funding to a Parent) from, or as a contribution to the equity (in each case under this clause (C), other than through the issuance of Disqualified Stock or Designated Preference Shares or the Excluded
Shareholder Contribution) of the Company from, the issuance or sale to Management Investors of Capital Stock (including any options, warrants or other rights in respect thereof), to the extent such Net Cash Proceeds are not included in any
calculation under Section 4.07(a)(4)(C)(ii); 
 (7) the declaration and payment of dividends to holders of any class or
series of Disqualified Stock, or of any Preferred Stock of a Restricted Subsidiary, Incurred in accordance with Section 4.09; 

(8) purchases, repurchases, redemptions, defeasances or other acquisitions or retirements of Capital Stock deemed to occur upon
the exercise of stock options, warrants or other rights in respect thereof if such Capital Stock represents a portion of the exercise price thereof; 

(9) dividends, loans, advances or distributions to any Parent or other payments by the Company or any Restricted Subsidiary in
amounts equal to (without duplication): 
 (a) the amounts required for any Parent to pay any Parent Expenses or any Related
Taxes; or 

  
 85 








 (b) amounts constituting or to be used for purposes of making payments to the
extent specified in Sections 4.11(b)(2), 4.11(b)(3), 4.11(b)(5), 4.11(b)(7), 4.11(b)(11) and 4.11(b)(12); 
 (10) so
long as no Default or Event of Default has occurred and is continuing (or would result therefrom), the declaration and payment by the Company of, or loans, advances, dividends or distributions to any Parent to pay, dividends on the common stock or
common equity interests of the Company or any Parent following a Public Offering of such common stock or common equity interests, in an amount not to exceed in any fiscal year the greater of (a) 6% of the Net Cash Proceeds received by the
Company from such Public Offering or contributed to the equity (other than through the issuance of Disqualified Stock or Designated Preference Shares or through an Excluded Contribution) of the Company or contributed as Subordinated Shareholder
Funding to the Company, in each case from the Net Cash Proceeds of a Public Offering and (b) following the Initial Public Offering, an amount equal to the greater of (i) 6% of the Market Capitalization and (ii) 6% of the IPO Market
Capitalization; provided that after giving pro forma effect to such loans, advances, dividends or distributions, the Consolidated Leverage Ratio for the Company and its Restricted Subsidiaries shall be equal to or less than 2.5 to 1.0;

 (11) so long as no Default or Event of Default has occurred and is continuing (or would result from), Restricted Payments
(including loans or advances) in an aggregate amount outstanding at any time not to exceed £10.0 million; 
 (12)
payments by the Company, or loans, advances, dividends or distributions to any Parent to make payments, to holders of Capital Stock of the Company or any Parent in lieu of the issuance of fractional shares of such Capital Stock; provided,
however, that any such payment, loan, advance, dividend or distribution shall not be for the purpose of evading any limitation of this Section 4.07 or otherwise to facilitate any dividend or other return of capital to the holders of such
Capital Stock (as determined in good faith by the Board of Directors); 
 (13) Restricted Payments (including loans or
advances) in an aggregate amount outstanding at any time not to exceed the aggregate cash amount of Excluded Contributions, or consisting of non-cash Excluded Contributions, or Investments to the extent made in exchange for or using as consideration
Investments previously made under Section 4.07(b)(13); 
 (14) (i) the declaration and payment of dividends to
holders of any class or series of Designated Preference Shares of the Company issued after the Issue Date; and (ii) the declaration and payment of dividends to any Parent or any Affiliate thereof, the proceeds of which will be used to fund the
payment of dividends to holders of any class or series of Designated Preference Shares of such Parent issued after the Issue Date; provided, however, that, in the case of clauses (i) and (ii), the amount of all dividends declared
or paid pursuant to this Section 4.07(b)(14) shall not exceed the Net Cash Proceeds received by the Company or, in the case of Designated Preference Shares issued by any Parent or any Affiliate thereof, the aggregate amount contributed in cash
to the equity (other than through the issuance of Disqualified Stock or an Excluded Contribution) of the Company or loaned as Subordinated Shareholder Funding to the Company, from the issuance or sale of such Designated Preference Shares; and 

  
 86 








 (15) dividends or other distributions of Capital Stock of Unrestricted
Subsidiaries. 
 (c) The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of such Restricted
Payment of the asset(s) or securities proposed to be paid, transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment. The fair market value of any cash Restricted Payment shall be its
face amount, and the fair market value of any non-cash Restricted Payment shall be determined conclusively by the Board of Directors of the Company acting in good faith. 

SECTION 4.08. Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company shall not, and shall not
permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: 

(A) pay dividends or make any other distributions in cash or otherwise on its Capital Stock or pay any Indebtedness or other
obligations owed to the Company or any Restricted Subsidiary; 
 (B) make any loans or advances to the Company or any
Restricted Subsidiary; or 
 (C) sell, lease or transfer any of its property or assets to the Company or any Restricted
Subsidiary; 
 provided that (x) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or
liquidating distributions being paid on common stock and (y) the subordination of (including the application of any standstill requirements to) loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by
the Company or any Restricted Subsidiary shall not be deemed to constitute such an encumbrance or restriction. 
 (b) The provisions of
Section 4.08(a) shall not prohibit: 
 (1) any encumbrance or restriction pursuant to (a) the New Revolving Credit
Facility, (b) the Notes, any Additional Notes and the Note Guarantees, (c) the Intercreditor Agreement and any Additional Intercreditor Agreement, (d) the Security Documents or (e) any other agreement or instrument, in each case,
in effect at or entered into on the Issue Date; 
 (2) any encumbrance or restriction pursuant to an agreement or instrument
of a Person or relating to any Capital Stock or Indebtedness of a Person, entered into on or before the date on which such Person was acquired by or merged, consolidated or otherwise combined with or into the Company or any Restricted Subsidiary, or
on which 

  
 87 








 
such agreement or instrument is assumed by the Company or any Restricted Subsidiary in connection with an acquisition of assets (other than Capital Stock or Indebtedness Incurred as consideration
in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was acquired by the Company or was merged, consolidated or
otherwise combined with or into the Company or any Restricted Subsidiary entered into or in connection with such transaction) and outstanding on such date; provided that, for the purposes of this Section 4.08(b)(2), if another Person is
the Successor Company, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed by the Company or any Restricted Subsidiary when such Person becomes the Successor Company; 

(3) any encumbrance or restriction pursuant to an agreement or instrument effecting a refinancing of Indebtedness Incurred
pursuant to, or that otherwise refinances, an agreement or instrument referred to in Section 4.08(b)(1) or Section 4.08(b)(2) or this Section 4.08(b)(3) (an “Initial Agreement”) or contained in any amendment,
supplement or other modification to an agreement referred to in Section 4.08(b)(1) or Section 4.08(b)(2) or this Section 4.08(b)(3); provided, however, that the encumbrances and restrictions with respect to such
Restricted Subsidiary contained in any such agreement or instrument are no less favorable in any material respect to the Holders taken as a whole than the encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to
which such refinancing or amendment, supplement or other modification relates (as determined in good faith by the Company); 

(4) any encumbrance or restriction: 

(a) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a
lease, license or similar contract, or the assignment or transfer of any lease, license or other contract; 
 (b) contained
in mortgages, pledges, charges or other security agreements permitted under this Indenture or securing Indebtedness of the Company or a Restricted Subsidiary permitted under this Indenture to the extent such encumbrances or restrictions restrict the
transfer of the property or assets subject to such mortgages, pledges, charges or other security agreements; or 
 (c)
pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary; 

(5) any encumbrance or restriction pursuant to Purchase Money Obligations and Capitalized Lease Obligations permitted under
this Indenture, in each case, that impose encumbrances or restrictions on the property so acquired or any encumbrance or restriction pursuant to a joint venture agreement that imposes restrictions on the transfer of the assets of the joint venture;


  
 88 








 (6) any encumbrance or restriction with respect to a Restricted Subsidiary (or
any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition to a Person of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (or the property or assets
that are subject to such restriction) pending the closing of such sale or disposition; 
 (7) customary provisions in leases,
licenses, joint venture agreements, debt purchase agreements and other similar agreements and instruments entered into in the ordinary course of business; 

(8) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order,
the terms of any license, authorization, concession or permit or required by any regulatory authority; 
 (9) any encumbrance
or restriction on cash or other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under agreements entered into in the ordinary course of business; 

(10) any encumbrance or restriction pursuant to Currency Agreements, Interest Rate Agreements or Commodity Hedging Agreements;

 (11) any encumbrance or restriction arising pursuant to an agreement or instrument relating to any Indebtedness permitted
to be Incurred subsequent to the Issue Date pursuant to Section 4.09 if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Holders than (i) the
encumbrances and restrictions contained in the New Revolving Credit Facility, together with the security documents associated therewith as in effect on the Issue Date or (ii) in comparable financings (as determined in good faith by the Company)
and where, in the case of this clause (ii), the Company determines at the time such Indebtedness is Incurred that such encumbrances or restrictions will not adversely affect, in any material respect, the Issuer’s ability to make principal or
interest payments on the Notes; 
 (12) restrictions relating to Permitted Purchase Obligations SPVs effected in connection
with the incurrence of Permitted Purchase Obligations that, in the good faith determination of the Board of Directors of the Company, are necessary or advisable; 

(13) any encumbrance or restriction existing by reason of any lien permitted under Section 4.12; 

(14) any encumbrance or restriction on assets held in trust for a third party, including pursuant to the relevant trust
agreement; or 
 (15) any encumbrance or restriction existing under any agreement that extends, renews, refinances or
replaces the agreements containing the encumbrances or restrictions in Section 4.08(b); provided that the terms and conditions of any such encumbrances or restrictions are, in the good faith judgment of the Board of Directors of the
Company, no more restrictive in any material respect than those under or pursuant to the agreement so extended, renewed, refinanced or replaced. 

  
 89 








 SECTION 4.09. Limitation on Indebtedness. (a) The Company shall not, and shall not
permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness); provided, however, that the Issuer or a Guarantor may Incur Indebtedness (including Acquired Indebtedness) if on the date of such
Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof), the Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries is greater than 2.75 to 1.0. 

(b) Section 4.09(a) shall not prohibit the Incurrence of the following Indebtedness: 

(1) Indebtedness Incurred pursuant to any Credit Facility (including letters of credit or bankers’ acceptances issued or
created under any Credit Facility), and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum aggregate principal amount at any time outstanding not exceeding (i) the greater of
(x) £35.0 million and (y) 15.4% of ERC, plus (ii) in the case of any refinancing of any Indebtedness permitted under this Section 4.09(b)(1) or any portion thereof, the aggregate amount of fees, underwriting discounts,
premiums and other costs and expenses Incurred in connection with such refinancing; 
 (2) (a) Guarantees by the Company
or any Restricted Subsidiary of Indebtedness of the Company or any Restricted Subsidiary in each case so long as the Incurrence of such Indebtedness being guaranteed is permitted under the terms of this Indenture; provided, that if the
Indebtedness being guaranteed is subordinated to the Notes or Note Guarantee, then the guarantee must be subordinated to the Notes or Note Guarantee to the same extent as the Indebtedness guaranteed; or 

(b) without limiting Section 4.12, Indebtedness arising by reason of any Lien granted by or applicable to such Person
securing Indebtedness of the Company or any Restricted Subsidiary so long as the Incurrence of such Indebtedness is permitted under the terms of this Indenture; 

(3) Indebtedness of the Company owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing
to and held by the Company or any Restricted Subsidiary; provided, however, that: 
 (a) if the Issuer or any
Guarantor is the obligor on any such Indebtedness and the obligee is not a Guarantor or the Issuer, it is either a Working Capital Intercompany Loan or unsecured and expressly subordinated in right of payment to prior payment in full in cash
(whether upon Stated Maturity, acceleration or otherwise) and the performance in full of its obligations under the Notes or Note Guarantee, as applicable; and 

  
 90 








 (b) any subsequent issuance or transfer of Capital Stock or any other event which
results in any such Indebtedness being beneficially held by a Person other than the Company or a Restricted Subsidiary, and any sale or other transfer of any such Indebtedness to a Person other than the Company or a Restricted Subsidiary, shall be
deemed, in each case, to constitute an Incurrence of such Indebtedness not permitted by this Section 4.09(b)(3) by the Company or such Restricted Subsidiary, as the case may be; 

(4) Indebtedness represented by (a) the Notes (other than any Additional Notes), (b) any Indebtedness (other than
Indebtedness described in Section 4.09(b)(1), 4.09(b)(3), 4.09(b)(7) or 4.09(b)(11)) outstanding on the Issue Date, (c) Refinancing Indebtedness Incurred in respect of any Indebtedness described in this Section 4.09(b)(4) or
Section 4.09(b)(5) or Incurred pursuant to Section 4.09(a) and (d) Management Advances; 
 (5) Indebtedness of
any Person Incurred and outstanding on the date on which such Person becomes a Restricted Subsidiary or is merged, consolidated, amalgamated or otherwise combined with (including pursuant to any acquisition of assets and assumption of related
liabilities) the Company or any Restricted Subsidiary (other than Indebtedness Incurred (i) to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became
a Restricted Subsidiary or was otherwise acquired by the Company or a Restricted Subsidiary or (ii) otherwise in connection with or contemplation of such acquisition) provided, however, with respect to this
Section 4.09(b)(5), that at the time of such acquisition or other transaction (x) the Company would have been able to Incur £1.00 of additional Indebtedness pursuant to Section 4.09(a) after giving pro forma effect to the
relevant acquisition and Incurrence of such Indebtedness pursuant to this Section 4.09(b)(5) or (y) the Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries would not be lower than it was immediately prior to giving
effect to such acquisition or other transaction; 
 (6) Indebtedness under Currency Agreements, Interest Rate Agreements and
Commodity Hedging Agreements entered into for bona fide hedging purposes of the Company or its Restricted Subsidiaries and not for speculative purposes (as determined in good faith by the Board of Directors or senior management of the Company); 

(7) Indebtedness represented by Capitalized Lease Obligations or Purchase Money Obligations, in each case, incurred for the
purpose of financing all or any part of the purchase price, lease expense, rental payments or cost of design, construction, installation or improvement of property, plant or equipment or other assets (including Capital Stock) used in the business of
the Company or any of its Restricted Subsidiaries, and in each case any Refinancing Indebtedness in respect thereof, in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred
pursuant to this Section 4.09(b)(7) and then outstanding, will not exceed at any time outstanding the greater of (i) £5.0 million and (ii) 4.1% of Total Assets; 

  
 91 








 (8) Indebtedness in respect of (a) workers’ compensation claims,
self-insurance obligations, performance, indemnity, surety, judgment, appeal, advance payment, customs, VAT or other tax or other guarantees or other similar bonds, instruments or obligations and completion guarantees and warranties provided by the
Company or a Restricted Subsidiary or relating to liabilities, obligations, indemnities or guarantees Incurred in the ordinary course of business or for governmental or regulatory requirements, in each case not in connection with the borrowing of
money, (b) letters of credit, bankers’ acceptances, guarantees or other similar instruments or obligations issued or relating to liabilities or obligations Incurred in the ordinary course of business, (c) the financing of insurance
premiums in the ordinary course of business and (d) any customary cash management, cash pooling or netting or setting off arrangements in the ordinary course of business, provided, however, that upon the drawing of such letters of
credit or other instrument, such obligations are reimbursed within 30 days following such drawing; 
 (9) Indebtedness
arising from agreements providing for customary guarantees, indemnification, obligations in respect of earn-outs or other adjustments of purchase price or, in each case, similar obligations, in each case, Incurred or assumed in connection with the
acquisition or disposition of any business or assets or Person or any Capital Stock of a Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring or disposing of such business or assets or such Subsidiary for the purpose of
financing such acquisition or disposition); provided that, in the case of a disposition, the maximum liability of the Company and its Restricted Subsidiaries in respect of all such Indebtedness shall at no time exceed the gross proceeds,
including the fair market value of non-cash proceeds (measured at the time received and without giving effect to any subsequent changes in value), actually received by the Company and its Restricted Subsidiaries in connection with such disposition;

 (10) (A) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar
instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of Incurrence; 

(B) Customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in
the ordinary course of business; and 
 (C) Indebtedness Incurred by a Restricted Subsidiary in connection with bankers’
acceptances, discounted bills of exchange or the discounting or factoring of Receivables for credit management purposes, in each case, not in connection with the borrowing of money and Incurred or undertaken in the ordinary course of business on
arm’s length commercial terms; 
 (11) Indebtedness Incurred in an aggregate outstanding principal amount which, when
taken together with any Refinancing Indebtedness in respect thereof and the principal amount of all other Indebtedness Incurred pursuant to this Section 4.09(b)(11) and then outstanding, will not exceed the greater of
(i) £12.5 million and (ii) 10.2% of Total Assets; 

  
 92 








 (12) Indebtedness represented by Permitted Purchase Obligations; 

(13) Indebtedness Incurred in an aggregate outstanding principal amount which, when taken together with any Refinancing
Indebtedness in respect thereof and the principal amount of all other Indebtedness Incurred pursuant to this Section 4.09(b)(13) and then outstanding, will not exceed 100% of the Net Cash Proceeds received by the Company from the issuance or
sale (other than to a Restricted Subsidiary) of its Subordinated Shareholder Funding or Capital Stock (other than Disqualified Stock, Designated Preference Shares, an Excluded Contribution or the Excluded Shareholder Contribution) or otherwise
contributed to the equity (other than through the issuance of Disqualified Stock, Designated Preference Shares, an Excluded Contribution or the Excluded Shareholder Contribution) of the Company, in each case, subsequent to the Issue Date;
provided, however, that (i) any such Net Cash Proceeds that are so received or contributed shall be excluded for purposes of making Restricted Payments under Section 4.07(a) and Sections 4.07(b)(1), 4.07(b)(6),
4.07(b)(10) and 4.07(b)(14) to the extent the Company and its Restricted Subsidiaries incur Indebtedness in reliance thereon and (ii) any Net Cash Proceeds that are so received or contributed shall be excluded for purposes of Incurring
Indebtedness pursuant to this Section 4.09(b)(13) to the extent the Company or any of its Restricted Subsidiaries makes a Restricted Payment under Section 4.07(a) and/or Sections 4.07(b)(1), 4.07(b)(6), 4.07(b)(10) or 4.07(b)(14) in
reliance thereon; and 
 (14) Indebtedness represented by the unpaid purchase price for Portfolio Assets acquired in the
ordinary course of business provided such amounts are due within one year of the acquisition of the related Portfolio Assets. 
 (c) For
purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and in compliance with, this Section 4.09: 

(1) in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in this
Section 4.09, the Company, in its sole discretion, will classify, and may from time to time reclassify, such item or any portion of such item of Indebtedness and only be required to include the amount and type of such Indebtedness in one of the
clauses of Section 4.09(b) or Section 4.09(a); provided that Indebtedness incurred pursuant to Section 4.09(b)(1) may not be reclassified, and Indebtedness under the New Revolving Credit Facility incurred or outstanding on the
Issue Date will be deemed to have been incurred on such date in reliance on the exception provided in Section 4.09(b)(1); 

(2) Guarantees of, or obligations in respect of letters of credit, bankers’ acceptances or other similar instruments
relating to, or Liens securing, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included; 

  
 93 








 (3) if obligations in respect of letters of credit, bankers’ acceptances or
other similar instruments are Incurred pursuant to any Credit Facility and are being treated as Incurred pursuant to Section 4.09(b)(1), 4.09(b)(7) or 4.09(b)(11) or Section 4.09(a) and the letters of credit, bankers’ acceptances or
other similar instruments relate to other Indebtedness, then such other Indebtedness shall not be included; 
 (4) the
principal amount of any Disqualified Stock of the Company or a Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary, will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case,
any redemption or repurchase premium) or the liquidation preference thereof; 
 (5) for the purposes of determining
“ERC” under Section 4.09(b)(1)(i)(y), (i) pro forma effect shall be given to ERC on the same basis as for calculating the Secured LTV Ratio for the Company and its Restricted Subsidiaries and (ii) ERC shall be
measured on or about the date on which the Company obtains new commitments (in the case of revolving facilities) or incurs new Indebtedness (in the case of term facilities); 

(6) Indebtedness permitted by this Section 4.09 need not be permitted solely by reference to one provision permitting such
Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.09 permitting such Indebtedness; and 

(7) the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of
the liability in respect thereof determined on the basis of GAAP. 
 (d) Accrual of interest, accrual of dividends, the accretion of accreted
value, the accretion or amortization of original issue discount, the payment of interest in the form of additional Indebtedness, the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock or the
reclassification of commitments or obligations not treated as Indebtedness due to a change in GAAP, including a change from GAAP to IFRS, will not be deemed to be an Incurrence of Indebtedness for purposes of this Section 4.09. The amount of
any Indebtedness outstanding as of any date shall be calculated as specified under the definition of “Indebtedness”. 
 (e) If at
any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date (and, if such Indebtedness is not permitted to be Incurred as of such
date under this Section 4.09, the Company shall be in default of this Section 4.09). 
 (f) For purposes of determining compliance
with any sterling-denominated restriction on the Incurrence of Indebtedness, the Sterling Equivalent of the principal amount of Indebtedness denominated in another currency shall be calculated based on the relevant currency exchange rate in effect
on the date such Indebtedness was Incurred, in the case of term Indebtedness, or, at the option of the Company, first committed, in the case of Indebtedness Incurred under a revolving credit facility; provided that (i) if such
Indebtedness is Incurred to refinance other Indebtedness denominated in a currency other than sterling, and such refinancing would cause the applicable sterling-

  
 94 








 
denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such sterling-denominated restriction shall be deemed not to
have been exceeded so long as the principal amount of such Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced; (ii) the Sterling Equivalent of the principal amount of any such Indebtedness
outstanding on the Issue Date shall be calculated based on the relevant currency exchange rate in effect on the Issue Date; and (iii) if and for so long as any such Indebtedness is subject to a Currency Agreement with respect to the currency in
which such Indebtedness is denominated covering principal and interest on such Indebtedness, the amount of such Indebtedness, if denominated in sterling, will be the amount of the principal payment required to be made under such Currency Agreement
and, otherwise, the Sterling Equivalent of such amount plus the Sterling Equivalent of any premium which is at such time due and payable but is not covered by such Currency Agreement. For purposes of calculating compliance with
Section 4.09(b)(1) or for calculating the amount of Indebtedness outstanding under the New Revolving Credit Facility, to the extent a Credit Facility is utilized for the purpose of guaranteeing or cash collateralizing any letter of credit or
guarantee, such guarantee or collateralization and issuance of such letter of credit or guarantee shall be deemed to be an Incurrence of Indebtedness pursuant to such Credit Facility permitted under Section 4.09(b)(1) without double counting.

 (g) Notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that the Company or a Restricted
Subsidiary may Incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if
Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such
refinancing. 
 SECTION 4.10. Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not
permit any of its Restricted Subsidiaries to, make any Asset Disposition unless: 
 (1) the Company or such Restricted
Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (such fair market value to
be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors of the Company, of the shares and assets subject to such Asset Disposition (including, for the avoidance of doubt,
if such Asset Disposition is a Permitted Asset Swap); 
 (2) in any such Asset Disposition, or series of related Asset
Dispositions (except to the extent the Asset Disposition is a Permitted Asset Swap), at least 75% of the consideration from such Asset Disposition (excluding any consideration by way of relief from, or by any other Person assuming responsibility
for, any liabilities, contingent or otherwise, other than Indebtedness) received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash, Cash Equivalents or Temporary Cash Investments; and 

  
 95 








 (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition
is applied by the Company or such Restricted Subsidiary, as the case may be: 
 (A) to the extent the Company or any
Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness of a Restricted Subsidiary), (i) to prepay, repay or purchase any Indebtedness of a non-Guarantor Restricted Subsidiary (in each case, other than
Indebtedness owed to the Company or any Restricted Subsidiary or Indebtedness of the Issuer) or Indebtedness under the New Revolving Credit Facility (or any Refinancing Indebtedness in respect thereof) within 365 days from the later of (x) the
date of such Asset Disposition and (y) the receipt of such Net Available Cash; provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause ((A)), the Company or
such Restricted Subsidiary shall retire such Indebtedness and shall cause the related commitment (if any) (except in the case of the New Revolving Credit Facility) to be permanently reduced in an amount equal to the principal amount so prepaid,
repaid or purchased; or (ii) to prepay, repay or purchase Pari Passu Indebtedness at a price of no more than 100% of the principal amount of such Pari Passu Indebtedness plus accrued and unpaid interest to the date of such prepayment, repayment
or purchase within 365 days from the later of (A) the date of such Asset Disposition and (B) the receipt of such Net Available Cash; provided that the Company shall redeem, repay or repurchase Pari Passu Indebtedness pursuant to
this clause (ii) only if the Company makes (at such time or subsequently in compliance with this Section 4.10) an offer to the Holders to purchase their Notes in accordance with the provisions set forth below for an Asset Disposition Offer
for an aggregate principal amount of Notes at least equal to the proportion that (x) the total aggregate principal amount of Notes outstanding bears to (y) the sum of the total aggregate principal amount of Notes outstanding plus the total
aggregate principal amount outstanding of such Pari Passu Indebtedness; or 
 (B) to the extent the Company or such
Restricted Subsidiary elects, to invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted
Subsidiary) within 365 days from the later of (i) the date of such Asset Disposition and (ii) the receipt of such Net Available Cash; provided, however, that any such reinvestment in Additional Assets made pursuant to a
definitive binding agreement or a commitment approved by the Board of Directors of the Company that is executed or approved within such time will satisfy this requirement, so long as such investment is consummated within 180 days of such 365th day;
provided further, that if the assets (including Capital Stock) sold constitute Collateral, subject to the Agreed Security Principles, the Company shall pledge or shall cause the applicable Restricted Subsidiary to pledge any acquired
Additional Assets (to the extent such assets (including Capital Stock) were of a category of assets included in the Collateral as of the Issue Date) in favor of the Notes on a first-ranking basis (subject to pre-existing Liens and Permitted
Collateral Liens); 

  
 96 








 
provided that, pending the final application of any such Net Available Cash in accordance with clause (A) or clause (B) above, the Company and its Restricted Subsidiaries may
temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture. 
 (b) Any Net
Available Cash from Asset Dispositions that is not applied or invested or committed to be applied or invested as provided in the preceding paragraph, or offered to be applied in accordance with Section 4.10(a)(3)(A)(ii) above, will be deemed to
constitute “Excess Proceeds”. On the 366th day after an Asset Disposition, or at such earlier date that the Company elects, if the aggregate amount of Excess Proceeds exceeds £5.0 million (or equivalent thereof), the
Issuer shall be required to make an offer (“Asset Disposition Offer”) to all Holders and, to the extent the Issuer elects, to all holders of other outstanding Pari Passu Indebtedness, to the extent required by such Pari Passu
Indebtedness to permanently reduce the principal amount of such Pari Passu Indebtedness upon such an Asset Disposition, to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the Asset Disposition Offer
applies that may be purchased out of the Excess Proceeds, at an offer price in respect of the Notes in an amount equal to (and, in the case of any Pari Passu Indebtedness, an offer price of no more than) 100% of the principal amount of the Notes and
100% of the principal amount of Pari Passu Indebtedness, in each case, plus accrued and unpaid interest, if any, to, but not including, the date of purchase, in accordance with Section 3.09 or the agreements governing the Pari Passu
Indebtedness, as applicable, and in minimum denominations of £100,000 and in integral multiples of £1,000 in excess thereof. 

(c) To the extent that the aggregate amount of Notes and Pari Passu Indebtedness so validly tendered and not properly withdrawn pursuant to an
Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of the Notes
surrendered in any Asset Disposition Offer by Holders and other Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Excess Proceeds shall be allocated among the Notes and Pari Passu
Indebtedness to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. For the purposes of calculating the principal amount of any such Indebtedness not denominated in sterling,
such Indebtedness shall be calculated by converting any such principal amount into its Sterling Equivalent determined as of a date selected by the Issuer that is within the Asset Disposition Offer Period (as defined below). Upon completion of any
Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. 
 (d) To the extent that any portion of Net Available Cash
payable in respect of the Notes is denominated in a currency other than pound sterling, the amount thereof payable in respect of the Notes shall not exceed the net amount of funds in pound sterling that is actually received by the Issuer upon
converting such portion into pound sterling. 
 (e) The Asset Disposition Offer, in so far as it relates to the Notes, will remain open for a
period of not less than 20 Business Days following its commencement (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition
Purchase Date”), the Issuer shall purchase the 

  
 97 








 
principal amount of Notes and, to the extent they elect, Pari Passu Indebtedness required to be purchased pursuant to this Section 4.10 (the “Asset Disposition Offer
Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Notes and Pari Passu Indebtedness validly tendered in response to the Asset Disposition Offer. 

(f) For the purposes of Section 4.10(a)(2) the following will be deemed to be cash: 

(1) the assumption by the transferee of Indebtedness of the Company or Indebtedness of a Restricted Subsidiary (other than
Indebtedness of the Company, the Issuer or a Subsidiary Guarantor which is expressly subordinated in right of payment to the Notes) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection
with such Asset Disposition; 
 (2) securities, notes or other obligations received by the Company or any Restricted
Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents within 180 days following the closing of such Asset Disposition; 

(3) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition,
to the extent that the Company and each other Restricted Subsidiary are released from any Guarantee of payment of such Indebtedness in connection with such Asset Disposition; 

(4) consideration consisting of Indebtedness of the Company or the Issuer (other than Indebtedness which is expressly
subordinated in right of payment to the Notes) received after the Issue Date from Persons who are not the Company or any Restricted Subsidiary; and 

(5) any Designated Non-Cash Consideration received by the Company or any Restricted Subsidiary in such Asset Dispositions
having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 4.10 that is at that time outstanding, not to exceed the greater of £3.7 million and 3.0% of
Total Assets (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value). 

(g) The Issuer shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities
laws or regulations (or rules of any exchange on which the Notes are then listed) in connection with the repurchase of Notes. To the extent that the provisions of any securities laws or regulations (or exchange rules) conflict with provisions of
this Section 4.10, the Company shall comply with the applicable securities laws and regulations (or exchange rules) and shall not be deemed to have breached its obligations under this Indenture by virtue of any such conflict. 

  
 98 








 SECTION 4.11. Transactions with Affiliates. (a) The Company shall not, and shall not
permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with or
for the benefit of any Affiliate of the Company (such transaction or series of transactions being, an “Affiliate Transaction”) involving aggregate value in excess of £1.0 million unless: 

(1) the terms of such Affiliate Transaction taken as a whole are not materially less favorable to the Company or such
Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s length dealings with a Person who
is not such an Affiliate; and 
 (2) in the event such Affiliate Transaction, individually or together with other related
Affiliate Transactions, involves an aggregate value in excess of £5.0 million, the terms of such transaction have been approved by a resolution of the majority of the members of the Board of Directors of the Company resolving that such
transaction complies with Section 4.11(a)(1); and 
 (3) in the event such Affiliate Transaction, individually or
together with other related Affiliate Transactions, involves an aggregate value in excess of £15.0 million, the Company has received a written opinion from an Independent Financial Advisor that such Affiliate Transaction is fair, from a
financial standpoint, to the Company and its Restricted Subsidiaries or that the terms are not materially less favorable than those that could reasonably have been obtained in a comparable transaction at such time on an arm’s length basis from
a Person that is not an Affiliate. 
 (b) Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in
Section 4.11(a)(2) if such Affiliate Transaction is approved by a resolution of a majority of the Disinterested Directors. If there are no Disinterested Directors, any Affiliate Transaction shall be deemed to have satisfied the requirements set
forth in this Section 4.11 if the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee an opinion from an Independent Financial Advisor stating that such transaction is fair to the Company or such
Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Company or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company
or such Restricted Subsidiary with an unrelated Person on an arm’s length basis. 
 The provisions of Section 4.11(a) will not
apply to: 
 (1) any Restricted Payment permitted to be made pursuant to Section 4.07, any Permitted Payments (other
than pursuant to Section 4.07(b)(9)(b) or any Permitted Investment (other than Permitted Investments as defined in paragraphs (1)(b), (2), (10), (11), (15) and (17) of the definition thereof); 

(2) any issuance or sale of Capital Stock, options, other equity-related interests or other securities, or other payments,
awards or grants in cash, securities or otherwise pursuant to, or the funding of, or entering into, or maintenance of, any employment, consulting, collective bargaining or benefit plan, program, agreement or arrangement, related trust or other
similar agreement and other compensation arrangements, options, 

  
 99 








 
warrants or other rights to purchase Capital Stock of the Company, any Restricted Subsidiary or any Parent, restricted stock plans, long-term incentive plans, stock appreciation rights plans,
participation plans or similar employee benefits or consultants’ plans (including valuation, health, insurance, deferred compensation, severance, retirement, savings or similar plans, programs or arrangements) or indemnities provided on behalf
of officers, employees, directors or consultants approved by the Board of Directors of the Company, in each case in the ordinary course of business; 

(3) any Management Advances; 

(4) any transaction between or among the Company and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary
as a result of such transaction), or between or among Restricted Subsidiaries; 
 (5) the payment of reasonable fees and
reimbursement of expenses to, and customary indemnities (including under customary insurance policies) and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or employees of the Company, any Restricted
Subsidiary or any Parent (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); 

(6) the entry into and performance of obligations of the Company or any of its Restricted Subsidiaries under the terms of any
transaction arising out of, and any payments pursuant to or for purposes of funding, any agreement or instrument in effect as of or on the Issue Date, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or
refinanced from time to time in accordance with the other terms of this Section 4.11 or to the extent not more disadvantageous to the Holders in any material respect and the entry into and performance of any registration rights or other listing
agreement in connection with any Public Offering; 
 (7) the formation and maintenance of any consolidated group for tax,
accounting or cash pooling or management purposes in the ordinary course of business; 
 (8) transactions with customers,
clients, suppliers or purchasers or sellers of goods or services, which, in each case, are in the ordinary course of business and are either fair to the Company or the relevant Restricted Subsidiary in the reasonable determination of the Board of
Directors or the senior management of the Company or the relevant Restricted Subsidiary or on terms no less favorable than those that could reasonably have been obtained at such time from an unaffiliated party; 

(9) any transaction in the ordinary course of business between or among the Company or any Restricted Subsidiary and any
Affiliate of the Company or an Associate or similar entity that would constitute an Affiliate Transaction solely because the Company or a Restricted Subsidiary or any Affiliate of the Company or a Restricted Subsidiary or any Affiliate of any
Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity; 

  
 100 








 (10) (a) issuances or sales of Capital Stock (other than Disqualified Stock
or Designated Preference Shares) of the Company or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that the interest rate and other financial terms of such Subordinated Shareholder
Funding are approved by a majority of the members of the Board of Directors of the Company in their reasonable determination and (b) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance
with the other provisions of this Indenture; 
 (11) without duplication in respect of payments made pursuant to
Section 4.11(b)(12), (a) payments by the Company or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) of annual management, consulting, monitoring or advisory fees and related
expenses in an aggregate amount not to exceed £1.5 million per fiscal year and (b) customary payments by the Company or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent)
for financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments in respect of this Section 4.11(b)(11)(b) are
approved by a majority of the Board of Directors of the Company or a member of senior management in good faith; and 
 (12)
payment to any Permitted Holder of all reasonable out of pocket expenses Incurred by such Permitted Holder in connection with its direct or indirect investment in the Company and its Restricted Subsidiaries. 

SECTION 4.12. Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, Incur or
suffer to exist any Lien upon any of its property or assets (including Capital Stock of a Subsidiary), whether owned on the Issue Date or acquired after that date, or any interest therein or any income or profits therefrom, which Lien is securing
any Indebtedness (such Lien, the “Initial Lien”), except (a) in the case of any property or asset that does not constitute Collateral, (1) Permitted Liens or (2) Liens on property or assets that are not Permitted
Liens if, contemporaneously with the Incurrence of such Initial Lien, the Notes and this Indenture (or a Note Guarantee in the case of Liens of a Guarantor) are directly secured equally and ratably with, or prior to, in the case of Liens with
respect to Indebtedness which is expressly subordinated in right of payment to the Notes, the Indebtedness secured by such Initial Lien for so long as such Indebtedness is so secured, and (b) in the case of any property or asset that
constitutes Collateral, Permitted Collateral Liens. 
 SECTION 4.13. Limitation on Permitted Activities. The Company shall not, and
shall not permit any Restricted Subsidiary to, engage in any business other than a Similar Business, except to the extent as would not be material to the Company and the Restricted Subsidiaries taken as a whole. 

  
 101 








 SECTION 4.14. Corporate Existence. Subject to Article V hereof, the Company, the
Issuer and each Guarantor shall do or cause to be done all things necessary to preserve and keep in full force and effect: 

(1) its corporate existence, and the corporate, partnership or other existence of each of the Restricted Subsidiaries, in
accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such Restricted Subsidiary; and 

(2) the rights (charter and statutory), licenses and franchises of the Company, each Guarantor and the Restricted Subsidiaries;

 provided, however, that the Company and each Guarantor shall not be required to preserve any such right, license or franchise, or the
corporate, partnership or other existence of any of the Restricted Subsidiaries (other than the Issuer), if the Board of Directors or an Officer of the Company shall determine that the preservation thereof is no longer necessary or desirable in the
conduct of the business of the Company, each Guarantor and the Restricted Subsidiaries, taken as a whole. 
 The foregoing shall not
prohibit a sale, transfer or conveyance of a Restricted Subsidiary (other than the Issuer) or any of its assets in compliance with the terms of this Indenture. 

SECTION 4.15. Offer To Repurchase upon Change of Control. (a) If a Change of Control occurs, subject to the terms hereof, each
Holder shall have the right to require the Issuer to repurchase all or part (equal to £100,000 or an integral multiple of £1,000 in excess thereof) of such Holder’s Notes at a purchase price in cash equal to 101% of the principal
amount of the Notes, plus accrued and unpaid interest to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however,
that the Issuer shall not be obliged to repurchase Notes pursuant to this Section 4.15 in the event and to the extent that it has unconditionally exercised its right to redeem all the Notes pursuant to Section 3.07 or all conditions to
such redemption have been satisfied or waived. 
 (b) Unless the Issuer has unconditionally exercised its right to redeem all the Notes
pursuant to Section 3.07 or all conditions to such redemption have been satisfied or waived, no later than the date that is 60 days after any Change of Control, the Issuer shall mail a notice (the “Change of Control
Offer”) to each Holder of any such Notes, with a copy to the Trustee: 
 (1) stating that a Change of Control has
occurred or may occur and that such Holder has the right to require the Issuer to purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued and unpaid interest to, but not
including, the date of purchase (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date) (the “Change of Control Payment”); 

  
 102 








 (2) stating the repurchase date (which shall be no earlier than 30 days nor
later than 60 days from the date such notice is mailed) (the “Change of Control Payment Date”) and record date; 

(3) describing the circumstances and relevant facts regarding the transaction or transactions that constitute the Change of
Control; 
 (4) stating that any Note accepted for payment pursuant to the Change of Control Offer will cease to accrue
interest after the Change of Control Payment Date unless the Change of Control Payment is not paid, and that any Note or part thereof not tendered will continue to accrue interest; 

(5) stating that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to
surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding
the repurchase date; 
 (6) stating that Holders shall be entitled to withdraw their election if the Paying Agent receives,
not later than the close of business on the second Business Day preceding the repurchase date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a
statement that such Holder is withdrawing his election to have the Notes purchased; 
 (7) stating that Holders whose Notes
are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to, £100,000 in principal amount or an integral multiple of
£1,000 in excess thereof; and 
 (8) if such notice is mailed prior to the occurrence of a Change of Control, stating
that the Change of Control Offer is conditional on the occurrence of such Change of Control. 
 On the Change of Control Payment Date, if
the Change of Control shall have occurred, the Issuer shall, to the extent lawful: 
 (1) accept for payment all Notes or
portions thereof properly tendered pursuant to the Change of Control Offer; 
 (2) deposit with an agent to be determined by
the Issuer an amount equal to the Change of Control Payment in respect of all Notes so tendered; 
 (3) deliver or cause to
be delivered to the Trustee an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuer in the Change of Control Offer; 

  
 103 








 (4) in the case of Global Notes, deliver, or cause to be delivered, to the
Trustee the Global Notes in order to reflect thereon the portion of such Notes or portions thereof that have been tendered to and purchased by the Issuer; and 

(5) in the case of Definitive Registered Notes, deliver, or cause to be delivered, to the relevant Registrar for cancellation
all Definitive Registered Notes accepted for purchase by the Issuer. 
 (c) If any Definitive Registered Notes have been issued, the Paying
Agent shall promptly mail to each Holder of Definitive Registered Notes so tendered the Change of Control Payment for such Notes, and the Trustee or the Authentication Agent appointed by the Trustee shall upon receipt of an authentication order from
the Issuer promptly authenticate and mail (or cause to be transferred by book entry) to each Holder of Definitive Registered Notes a new Note equal in principal amount to the unpurchased portion of the Notes surrendered, if any; provided that
each such new Note will be in a principal amount that is at least £100,000 or an integral multiple of £1,000 in excess thereof. 

(d) Notwithstanding anything to the contrary in this Section 4.15, a Change of Control Offer may be made in advance of a Change of
Control, conditional upon such Change of Control; provided that the purchase date will be no earlier than 30 days from the date a notice of such Change of Control Offer is mailed. 

(e) The Issuer shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control
Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change
of Control Offer. 
 (f) The Issuer shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act
and any other securities laws or regulations (or rules of any exchange on which the Notes are then listed) in connection with the repurchase of Notes pursuant to this Section 4.15. To the extent that the provisions of any securities laws or
regulations (or exchange rules) conflict with provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations (or exchange rules) and shall not be deemed to have breached its obligations under the Change of
Control provisions of this Indenture by virtue of the conflict. 
 (g) For so long as the Notes are listed on the Euro MTF Market of the
Luxembourg Stock Exchange and the rules of such exchange so require, the Issuer shall publish a public announcement with respect to the results of the Change of Control Offer as soon as practicable after the Change of Control Payment Date in a daily
newspaper with general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or on the official website of the Luxembourg Stock Exchange (http://www.bourse.lu). 

  
 104 








 SECTION 4.16. Additional Note Guarantees. (a) The Company shall cause each Restricted
Subsidiary (other than the Issuer) that, after the Issue Date, guarantees any Indebtedness of the Company, the Issuer or any Guarantor, or assumes or in any other manner becomes liable with respect to any Indebtedness under the New Revolving Credit
Facility or any refinancing Indebtedness in respect thereof, to simultaneously or prior thereto execute and deliver a supplemental indenture substantially in the form of Exhibit D or other appropriate agreement providing for such
Restricted Subsidiary’s Note Guarantee on the same terms and conditions as those set forth in this Indenture. In addition, the Company shall cause each Restricted Subsidiary (other than the Issuer, an Immaterial Subsidiary or a Permitted
Purchase Obligations SPV) to execute and deliver a supplemental indenture substantially in the form of Exhibit D or other appropriate agreement providing for such Restricted Subsidiary’s guarantee of the Notes on the same terms and
conditions as those set forth in this Indenture, within 30 days of delivery of the Company’s or MFG’s audited consolidated annual reports to the Trustee pursuant to Section 4.03 that show that such Restricted Subsidiary is not an
Immaterial Subsidiary or a Permitted Purchase Obligations SPV (each such additional guarantee of the Notes, an “Additional Note Guarantee”). 

(b) Notwithstanding the foregoing, the Company shall not be obligated to cause any such Restricted Subsidiary to guarantee the Notes to the
extent that the grant of such Note Guarantee would be inconsistent with the Agreed Security Principles. 
 (c) Notwithstanding the foregoing,
the Company shall not be obligated to cause any such Restricted Subsidiary to guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in a violation of applicable law
which, in any case, cannot be prevented or otherwise avoided through measures reasonably available to the Company or the Restricted Subsidiary or any liability for the officers, directors or shareholders of such Restricted Subsidiary. 

SECTION 4.17. Maintenance of Listing. The Company shall use its commercially reasonable efforts to obtain and maintain the listing of
the Notes on the Euro MTF Market of the Luxembourg Stock Exchange for so long as such Notes are outstanding; provided that if the Company is unable to obtain admission to such listing or if at any time the Company determines that it shall not
maintain such listing, it shall obtain (where the Notes are initially so listed, prior to the delisting of the Notes from the Euro MTF Market), and thereafter use its best efforts to maintain, a listing of such Notes on another “recognized
stock exchange” as defined in Section 1005 of the Income Tax Act 2007 of the United Kingdom. 
 SECTION 4.18. Suspension of
Covenants on Achievement of Investment Grade Status. If on any date following the Issue Date, the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension
Event”), then, the Issuer shall notify the Trustee of this fact (provided that such notice will not be a precondition of the suspension of covenants described in this paragraph) and beginning on that day and continuing until the
Reversion Date, the following Sections of this Indenture will not apply to such Notes: Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11 and Section 5.01(a)(3) and, in each case, any related default
provision of this Indenture will cease to be effective and will not be applicable to the Company and its Restricted Subsidiaries. Such Sections and any related default provisions will again apply according to their terms from the first day on which
a Suspension Event ceases to be in effect. Such Sections will not, however, be of any effect with regard to actions of the Company properly taken during the continuance of the Suspension Event, and Section 4.07 will be interpreted as if it has
been in effect since the 

  
 105 








 
date of this Indenture except that no default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 was suspended. On the Reversion Date, all
Indebtedness Incurred during the continuance of the Suspension Event will be classified, at the Company’s option, as having been Incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (to the extent
such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Event and outstanding on the Reversion Date). To the extent such Indebtedness would not
be so permitted to be incurred under Section 4.09(a) or Section 4.09(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(b) (without giving
effect to the parenthetical contained therein). 
 SECTION 4.19. Further Instruments and Acts. Upon request of the Trustee, but
without an affirmative duty on the Trustee to do so, the Company, the Issuer and the Guarantors shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the
purpose of this Indenture and the Intercreditor Agreement. Subject to the Agreed Security Principles, the Company and its Restricted Subsidiaries shall, at their own expense, execute and do all such acts and things and provide such assurances as the
Security Agent may reasonably require (i) for registering any Security Documents in any required register and for perfecting or protecting the security intended to be afforded by such Security Documents and (ii) if such Security Documents
have become enforceable, for facilitating the realization of all or any part of the assets which are subject to such Security Documents and for facilitating the exercise of all powers, authorities and discretions vested in the Security Agent or in
any receiver of all or any part of those assets. Subject to the Agreed Security Principles, the Company and its Restricted Subsidiaries shall execute all transfers, conveyances, assignments and releases of that property whether to the Security Agent
or to its nominees and give all notices, orders and directions which the Security Agent may reasonably request. Subject to the Agreed Security Principles, if any Restricted Subsidiary becomes a Guarantor pursuant to Section 4.16 hereof, the
Company shall cause such Guarantor to provide security over substantially all of its assets in favor of the Security Agent for the benefit of the Trustee acting for and on behalf of the Holders and consistently with the Intercreditor Agreement;
provided that so long as the New Revolving Credit Facility entered into on the Issue Date is in place, no security need be granted over assets which are not also made subject to security in favor of the New Revolving Credit Facility. For the
avoidance of doubt, the assets and shares of any Permitted Purchase Obligations SPV shall be excluded from the Collateral so long as any such assets or shares are also excluded from the collateral securing any Indebtedness of the Issuer or
Guarantors. 

  
 106 








 ARTICLE V 

Successors 
 SECTION 5.01.
Merger and Consolidation. (a) None of the Company or the Issuer shall consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: 

(1) the resulting, surviving or transferee Person (the “Successor Company”) shall be a Person organized and
existing under the laws of any member state of the European Union on January 1, 2004 (other than Greece), or the United States of America, any State of the United States or the District of Columbia, Canada or any province of Canada, Norway or
Switzerland and the Successor Company (if not the Company or the Issuer, as applicable) shall expressly assume, (x) by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the
obligations of the Company or the Issuer, as applicable, under the Notes and this Indenture and (y) to the extent required by applicable law to effect such assumption, all obligations of the Company or the Issuer, as applicable, under the
Intercreditor Agreement and the Security Documents; 
 (2) immediately after giving effect to such transaction (and treating
any Indebtedness that becomes an obligation of the Successor Company or any Subsidiary of the Successor Company as a result of such transaction as having been Incurred by the Successor Company or such Subsidiary at the time of such transaction), no
Default or Event of Default shall have occurred and be continuing; 
 (3) immediately after giving effect to such
transaction, either (A) the Successor Company would be able to Incur at least an additional £1.00 of Indebtedness pursuant to Section 4.09(a) or (B) the Fixed Charge Coverage Ratio for the Successor Company and its Restricted
Subsidiaries would not be lower than it was immediately prior to giving effect to such transaction; and 
 (4) the Company
shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture, that all conditions
precedent therein provided for relating to such transaction have been complied with and that such supplemental Indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the
Successor Company and the Notes constitute legal, valid and binding obligations of the Successor Company, enforceable in accordance with their terms (in each case, in form and substance reasonably satisfactory to the Trustee); provided that
in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of clauses (2) and (3) above. 

Any Indebtedness that becomes an obligation of the Company or any Restricted Subsidiary (or that is deemed to be Incurred by any Restricted
Subsidiary that becomes a Restricted Subsidiary) as a result of any such transaction undertaken in compliance with this Section 5.01, and any Refinancing Indebtedness with respect thereto, shall be deemed to have been Incurred in compliance
with Section 4.09. 

  
 107 








 For purposes of this Section 5.01, the sale, lease, conveyance, assignment, transfer, or
other disposition of all or substantially all the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company, instead of such Subsidiaries, would constitute all or substantially all the
properties and assets of the Company, on a consolidated basis, shall be deemed to be the transfer of all or substantially all the properties and assets of the Company. 

The Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Company or the Issuer under
this Indenture and the Notes but in the case of a lease of all or substantially all its assets, the predecessor company shall not be released from its obligations under such Indenture or the Notes. 

Notwithstanding Section 5.01(a)(2) and Section 5.01(a)(3) (which do not apply to transactions referred to in this sentence) and,
other than with respect to Section 5.01(a)(4) of this Section 5.01(a), (x) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or the
Issuer and (y) any Restricted Subsidiary that is not a Guarantor may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary. Notwithstanding
Section 5.01(a)(2) and Section 5.01(a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of
changing the legal domicile of the Company, reincorporating the Company in another jurisdiction, or changing the legal form of the Company. 

(b) No Subsidiary Guarantor may: 

(1) consolidate with or merge with or into any Person, or 

(2) sell, convey, transfer or dispose of, all or substantially all its assets as an entirety or substantially as an entirety,
in one transaction or a series of related transactions, to any Person, or 
 (3) permit any Person to merge with or into a
Subsidiary Guarantor, unless: 
 (A) the other Person is the Company, the Issuer or a Subsidiary Guarantor or becomes a
Subsidiary Guarantor concurrently with the transaction; or 
 (B) (1) either (x) a Subsidiary Guarantor is the
continuing Person or (y) the resulting, surviving or transferee Person (other than the Issuer) expressly assumes all the obligations of the Subsidiary Guarantor under its Note Guarantee and, to the extent required by applicable law to effect
such assumption, the obligations under the Intercreditor Agreement and the Security Documents; and 
 (2) immediately after
giving effect to the transaction, no Default has occurred and is continuing; or 

  
 108 








 (C) the transaction constitutes a sale or other disposition (including by way of
consolidation or merger) of the Subsidiary Guarantor or the sale or disposition of all or substantially all the assets of the Subsidiary Guarantor (in each case other than to the Company or a Restricted Subsidiary) otherwise permitted by this
Indenture. 
 ARTICLE VI 

Defaults and Remedies 

SECTION 6.01. Events of Default. (a) Each of the following is an “Event of Default”: 

(1) default in any payment of interest or Additional Amounts, if any, on any Note when due and payable, continued for
30 days; 
 (2) default in the payment of the principal amount of or premium, if any, on any Note issued under this
Indenture when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise; 

(3) failure to comply for 30 days after written notice by the Trustee on behalf of the Holders or by the Holders of 25% in
principal amount of the outstanding Notes with the Issuer’s obligations under Section 4.15 or the Guarantors’, the Company’s or the Restricted Subsidiaries’ obligations under Section 4.03, Section 4.07,
Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 4.12, Section 4.13, Section 4.16, Section 4.17, Section 5.01 or Section 12.03 (in each case, other than a failure to purchase Notes
which will constitute an Event of Default under Section 6.01(a)(2)); 
 (4) failure to comply for 60 days after
written notice by the Trustee on behalf of the Holders or by the Holders of 25% in principal amount of the outstanding Notes with the Guarantors’ or Issuer’s other agreements contained in this Indenture; 

(5) default under any mortgage, Indenture or instrument under which there may be issued or by which there may be secured or
evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is Guaranteed by the Company or any of its Restricted Subsidiaries) other than Indebtedness owed to the Company or a
Restricted Subsidiary whether such Indebtedness or Guarantee now exists, or is created after the date hereof, which default: 

(a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness, immediately upon the
expiration of the grace period provided in such Indebtedness (“payment default”); or 

  
 109 








 (b) results in the acceleration of such Indebtedness prior to its maturity; and,
in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a payment default or the maturity of which has been so accelerated, aggregates
£7.5 million or more; 
 (6) (A) a proceeding is commenced seeking a decree or order for (i) relief in
respect of the Company, the Issuer, a Significant Subsidiary, or a group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a
Significant Subsidiary, in an involuntary case under any applicable Bankruptcy Law, (ii) the appointment of a receiver, administrative receiver, liquidator, assignee, custodian, trustee, examiner, administrator, sequestrator, compulsory
manager, commissaire, juge-commissaire, curateur or similar official of the Company, the Issuer, a Significant Subsidiary or a group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the
Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary, or for all or substantially all the property and assets of the Company, the Issuer or a Significant Subsidiary or a group of Restricted Subsidiaries that, taken
together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary or (iii) the winding up or liquidation of the affairs of the Company, the Issuer, a
Significant Subsidiary, or a group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary (other than,
except in the case of the Issuer, a solvent winding up or liquidation in connection with a transfer of assets among the Company and the Restricted Subsidiaries) and, in each case, such proceeding shall remain unstayed and in effect for a period of
30 consecutive days; or (B) other than, except in the case of the Issuer, in relation to a solvent winding up or liquidation in connection with a transfer of assets among the Company and the Restricted Subsidiaries, the Company, the Issuer a
Significant Subsidiary or a group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary
(i) commences a voluntary case (including taking any action for the purpose of winding up) under any applicable Bankruptcy Law, or consents to the entry of an order for relief in an involuntary case under any such law, or enters into a scheme
of arrangement for the purpose of restructuring all or a portion of its debts, (ii) consents to the appointment of or taking possession by a receiver, administrative receiver, liquidator, assignee, custodian, trustee, examiner, administrator,
sequestrator, compulsory manager or similar official of the Company, the Issuer, a Significant Subsidiary or a group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its
Restricted Subsidiaries), would constitute a Significant Subsidiary or for all or substantially all the property and assets of the Company, the Issuer, a Significant Subsidiary or a group of Restricted Subsidiaries that, taken together (as of the
latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary or (iii) effects any general assignment for the benefit of creditors. 

  
 110 








 (7) failure by the Issuer, the Company or any Restricted Subsidiary to pay final
judgments aggregating in excess of £7.5 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period of 60 days after the judgment
becomes final; 
 (8) any security interest under the Security Documents on any material Collateral shall, at any time, cease
to be in full force and effect (other than in accordance with the terms of the relevant Security Document and this Indenture) for any reason other than the satisfaction in full of all obligations under this Indenture or the release or amendment of
any such security interest in accordance with the terms of this Indenture or such Security Document or any such security interest created thereunder shall be declared invalid or unenforceable or the Issuer shall assert in writing that any such
security interest is invalid or unenforceable and any such Default continues for 10 days; and 
 (9) any Note Guarantee
ceases to be in full force and effect, other than in accordance with the terms of this Indenture or a Guarantor denies or disaffirms its obligations under its Note Guarantee, other than in accordance with the terms thereof or upon release of the
Note Guarantee in accordance with this Indenture. 
 (b) A default under Section 6.01(a)(3), 6.01(a)(4), 6.01(a)(5) or 6.01(a)(7) will
not constitute an Event of Default until the Trustee or the Holders of 25% in principal amount of the outstanding Notes notify the Issuer of the default and, with respect to Sections 6.01(a)(3), 6.01(a)(4), 6.01(a)(5) and 6.01(a)(7), the Issuer
does not cure such default within the time specified in Section 6.01(a)(3), 6.01(a)(4), 6.01(a)(5) or 6.01(a)(7), as applicable, after receipt of such notice. 

(c) The Issuer shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice in the form of an Officer’s
Certificate of any event which is, or with the giving of notice or lapse of time or both would become, an Event of Default, its status and what action the Issuer is taking or proposes to take in respect thereof. 

SECTION 6.02. Acceleration. If an Event of Default (other than an Event of Default described in Section 6.01(a)(6)) occurs and is
continuing, the Trustee by notice to the Issuer or the Holders of at least 25% in principal amount of the outstanding Notes by written notice to the Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the
principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest, including Additional
Amounts, if any, will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default described in Section 6.01(a)(5) has occurred and is continuing, the declaration of acceleration of the
Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to Section 6.01(a)(5) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that
gave rise to such Event of Default shall have been discharged in full, within 30 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment
or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest, including Additional Amounts, if any, on the Notes that became due solely because of the acceleration of
the Notes, have been cured or waived. 

  
 111 








 If an Event of Default described in Section 6.01(a)(6) above occurs and is continuing, the
principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.

 SECTION 6.03. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy by
proceeding at law or in equity to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture or any Security Document. Following such Event of Default,
the Trustee is entitled to require all Agents to act under its direction. 
 The Trustee may maintain a proceeding even if it does not
possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence to the Event of Default. No remedy is exclusive of any other remedy. All remedies are cumulative to the extent permitted by law. 

SECTION 6.04. Waiver of Past Defaults. Subject to Section 6.07 and Section 9.02 hereof, the Trustee, upon receipt of written
notice from the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding, may on behalf of the Holders of all the Notes rescind an acceleration or waive all past or existing Defaults or Events of Default
(except with respect to (i) nonpayment of principal, premium or interest, or Additional Amounts, if any and (ii) a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holders of not
less than 90% in aggregate principal amount of the Notes then outstanding, each of which may only be waived with the consent of the Holders of not less than 90% in aggregate principal amount of the Notes then outstanding) and rescind any such
acceleration with respect to such Notes and its consequences if rescission would not conflict with any judgment or decree of a court of competent jurisdiction. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 

SECTION 6.05. Control by Majority. The Holders of a majority in aggregate principal amount of the outstanding Notes may direct the
time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, or of exercising any trust or power conferred on the Trustee, in respect of the Notes. However, the Trustee may refuse to follow any direction
that the Trustee determines (after consultation with counsel) conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that may involve the Trustee in personal liability;
provided that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with any such direction. Prior to taking any action under this Indenture, the Trustee will be entitled to indemnification and/or
security by the Holders (including by way of pre-funding) satisfactory to it against all losses and expenses caused by taking or not taking such action. 

  
 112 








 SECTION 6.06. Limitation on Suits. Subject to Article VII, if an Event of Default
occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity and/or
security (including by way of pre-funding) satisfactory to the Trustee against any loss, liability or expense. Except to enforce the right to receive payment of principal or interest when due, no Holder may pursue any remedy with respect to this
Indenture or the Notes unless: 
 (1) such Holder has previously given the Trustee written notice that an Event of Default is
continuing; 
 (2) Holders of at least 25% in principal amount of the outstanding Notes have requested in writing that the
Trustee pursue the remedy; 
 (3) such Holders have offered in writing to the Trustee security (including by way of
pre-funding) and/or indemnity satisfactory to the Trustee against any loss, liability or expense; 
 (4) the Trustee has not
complied with such request within 60 days after the receipt of the written request and the offer of security (including by way of pre-funding) and/or indemnity; and 

(5) the Holders of a majority in principal amount of the outstanding Notes have not given the Trustee a written direction that,
in the opinion of the Trustee, is inconsistent with such request within such 60-day period. 
 SECTION 6.07. Rights of Holders To Receive
Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal, premium, if any, and interest on the Note held by such Holder, on or after the respective due dates expressed in the Note
(including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of Holders of not less than 90% in aggregate
principal amount of the Notes then outstanding. 
 SECTION 6.08. Collection Suit by Trustee. If an Event of Default specified in
Section 6.01(a)(1) or (2) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuer or any other obligor on the Notes for the whole amount then due and
owing (together with interest on any unpaid interest to the extent lawful) and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel. 
 If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name as
trustee of an express trust, may institute a judicial proceeding in its own name for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Issuer or any other
obligor upon the Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Issuer or any other obligor upon the Notes, wherever situated. 

  
 113 








 SECTION 6.09. Trustee May File Proofs of Claim. The Trustee is authorized to file such
proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the properly incurred compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel) and the Holders allowed in any judicial proceedings relative to the Issuer, any other obligor upon the Notes, their creditors or their property and shall be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims, and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07
hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such
proceeding shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such
proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 

SECTION 6.10. Priorities. If the Trustee or Security Agent collects any money pursuant to this Article VI, it shall pay out (or in
the case of the Security Agent, it shall pay to the Trustee to pay out) the money, subject to the terms of the Intercreditor Agreement, in the following order: 

First: to the Trustee, the Security Agent and their agents and attorneys (including the Agents) for amounts due under
Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the Security Agent (as the case may be) and the costs and expenses of collection; 

Second: to Holders for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably,
without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any and interest, respectively; and 

Third: to the Issuer or to such party as a court of competent jurisdiction shall direct. 

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10. At least 15 days before such
record date, the Issuer shall mail to each Holder and the Trustee a notice that states the record date, the payment date and amount to be paid. 

  
 114 








 SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of any right or
remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and
the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes, or to any suit initiated by
any Holder for the enforcement of the payment of any principal of or interest on any Note, on or after its maturity date. 
 SECTION 6.12.
Stay, Extension and Usury Laws. The Company and its Restricted Subsidiaries shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted,
now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company and its Restricted Subsidiaries (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage
of any such law, and covenant that they will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has
been enacted. 
 ARTICLE VII 

The Trustee 
 SECTION
7.01. Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise as a
prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. 
 (b) Except during the
continuance of an Event of Default: 
 (1) the duties of the Trustee, the Security Agent and the Agents shall be determined
solely by the express provisions of this Indenture and the Trustee, the Security Agent and the Agents need perform only those duties that are specifically set forth in this Indenture and the Intercreditor Agreement and no others, and no implied
covenants or obligations shall be read into this Indenture against the Trustee, the Security Agent and the Agents; and 
 (2)
The Trustee and the Security Agent may conclusively rely upon, as to the truth of the statements and the correctness of the opinions expressed therein, certificates or opinions furnished to the Trustee and the Security Agent and conforming to the
requirements of this Indenture. However, with respect to certificates or opinions specifically required to be furnished to it hereunder, the Trustee and the Security Agent may examine the certificates and opinions to determine whether or not they
conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). 

  
 115 








 (c) The Trustee and the Security Agent may not be relieved from liabilities for their own
respective gross negligence or willful misconduct, except that: 
 (1) this paragraph does not limit the effect of paragraph
(b) of this Section 7.01; 
 (2) the Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; 
 (3) the
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.02, 6.04 or 6.05 hereof; and 

(4) no provision of this Indenture will require the Trustee or Security Agent to expend or risk its own funds or otherwise
incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it, it being understood that the Trustee and the Security Agent shall not be required to advance their own respective funds in connection with their respective duties and responsibilities as the Trustee or
Security Agent. 
 (d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee
or the Security Agent is subject to paragraphs (a), (b) and (c) of this Section 7.01. 
 (e) The Trustee and the Security
Agent shall be under no obligation to exercise any of their respective rights and powers under this Indenture or the Intercreditor Agreement at the request of any Holders, unless such Holders have provided to the Trustee and the Security Agent
security (including by way of prefunding) and/or indemnity satisfactory to them against any loss, liability or expense. 
 (f) The Trustee
and the Security Agent shall not be liable for interest on any money received by it except as the Trustee and the Security Agent may agree in writing with the Issuer. 

SECTION 7.02. Rights of Trustee and Security Agent. The Trustee and the Security Agent may conclusively rely without further
investigation or verification, and shall be protected in acting or refraining from acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, whether in original, facsimile or electronic form, believed by it to be genuine and to have been signed or presented by the proper person. 

(a) The Trustee and the Security Agent may act through their attorneys and agents and shall not be responsible for the misconduct or negligence
of any attorney, delegate, depositary or agent appointed with due care or for supervising any such attorney, delegate, depositary or agent. 

  
 116 








 (b) Neither the Trustee nor the Security Agent shall be liable for any action it takes or omits
to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture. Before the Trustee or the Security Agent acts or refrains from acting, it may require an officer’s certificate and/or an
opinion of counsel from the Issuer. The Trustee and the Security Agent shall not be liable for any action they take in good faith in reliance upon such certificate or opinion. 

(c) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer will be sufficient if
signed by an Officer of the Issuer. 
 (d) Neither the Trustee nor the Security Agent shall be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, direction, order, approval, appraisal, bond, debenture, note, coupon, security, other evidence of indebtedness or other paper or
document but the Trustee or the Security Agent, as the case may be, in its sole and absolute discretion, may make such further inquiry or investigation into such facts or matters as it may see fit and if the Trustee or the Security Agent, as the
case may be, shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, at reasonable times during normal business hours, personally or by agent or attorney at the
sole expense of the Issuer, and shall incur no liability of any kind by reason of such inquiry or investigation. 
 (e) The Trustee and the
Security Agent shall have no duty to inquire as to the performance by the Company or its Restricted Subsidiaries of the covenants in Article IV hereof. In addition, the Trustee shall not be deemed to have any knowledge of any matter (including
any Default or Event of Default) unless a Responsible Officer of the Trustee has received written notification identifying the Notes or Indenture or obtained actual knowledge. The Trustee shall be under no obligation to monitor financial performance
of the Company or the Issuer. 
 (f) The Trustee, the Security Agent, the Agents and any clearing system through which the Notes are traded
shall not have any obligation or duty to monitor, determine or inquire as to compliance, and shall not be responsible or liable for compliance, with restrictions on transfer, exchange, redemption, purchase or repurchase, as applicable, of minimum
denominations imposed under this Indenture or under applicable law or regulation with respect of any transfer, exchange, redemption, purchase or repurchase, as applicable, of interest in any Note. 

(g) Neither the Trustee nor the Security Agent is required to give any bond or surety with respect to the performance of its duties or the
exercise of its powers under this Indenture. 
 (h) In the event the Trustee or the Security Agent receives inconsistent or conflicting
requests and indemnity from two or more groups of Holders, each representing less than a majority in aggregate principal amount of the Notes then outstanding, pursuant to the provisions of this Indenture, the Trustee or the Security Agent, each in
its sole discretion, as applicable, may determine what action, if any, will be taken and the Trustee and Security Agent shall not incur any liability for failure to act until such inconsistency or conflict is, in its reasonable opinion, resolved.


  
 117 








 (i) The permissive right of the Trustee and the Security Agent to take the actions enumerated in
this Indenture or the Intercreditor Agreement will not be construed as an obligation or duty to do so and the Trustee and the Security Agent will not be answerable other than for their own respective gross negligence or willful default. 

(j) Delivery of reports, information and documents to the Trustee under Section 4.03 is for informational purposes only and the
Trustee’s receipt of the foregoing will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of their covenants hereunder (as
to which the Trustee is entitled to rely exclusively on Officer’s Certificates or Opinions of Counsel, as applicable). 
 (k) The
rights, privileges, protections, immunities, indemnities and benefits given to, and disclaimers of, the Trustee, including, without limitation, its right to be indemnified and/or secured, are extended to, and will be enforceable by, the Trustee in
each of its capacities hereunder, the Security Agent and each agent (including the Agents), custodian and other Person employed to act hereunder (including The Bank of New York Mellon, London Branch and The Bank of New York Mellon (Luxembourg)
S.A.). Absent willful misconduct or gross negligence, each Agent shall not be liable for acting in good faith on instructions believed by it to be genuine and from the proper party. 

(l) The Trustee may request that the Issuer deliver an Officer’s Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in
any such certificate previously delivered and not superseded. 
 (m) Under no circumstances will the Trustee or Security Agent be liable to
the Company for any indirect, punitive or consequential loss (including, but not limited to, loss of business, goodwill, opportunities or profit) even if advised of the possibility of such loss or damage and regardless of whether the claim for loss
or damage is made in negligence, for breach of contract or otherwise. 
 (n) The Trustee and the Security Agent will be entitled to assume,
without inquiry, that the Issuer and the Company has performed in accordance with all the provisions of this Indenture or Intercreditor Agreement, unless notified to the contrary. 

(o) The Trustee and the Security Agent may refrain from taking any action in any jurisdiction if the taking of such action in that jurisdiction
would, in their opinion based upon legal advice in the relevant jurisdiction, be contrary to any law of that jurisdiction or, to the extent applicable, of the State of New York. Furthermore, the Trustee and the Security Agent may also refrain from
taking such action if it would otherwise render them liable to any person in that jurisdiction or the State of New York or if, in their opinion based upon such legal advice, they would not have the power to do the relevant thing in that jurisdiction
by virtue of any applicable law in that jurisdiction or in the State of New York or if it is determined by any court or other competent authority in that jurisdiction or in the State of New York they do not have such power. 

  
 118 








 (p) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate
or an Opinion of Counsel or both. The Trustee and the Security Agent may retain professional advisors to assist them in performing their duties. The Trustee and the Security Agent may consult with counsel or other professional advisors and the
advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 

(q) In no event shall the Trustee or Security Agent be responsible or liable for any failure or delay in the performance of its obligations
hereunder arising out of or caused directly or indirectly by acts of war or terrorism involving the United States, the United Kingdom or any member state of the European Monetary Union or any other national or international calamity or emergency
(including natural disasters or acts of God), it being understood that the Trustee or Security Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under
the circumstances. 
 (r) The Trustee and Security Agent will not be liable to any Person if prevented or delayed in performing any of their
obligations or discretionary functions under this Indenture by reason of any present or future law applicable to them, by any governmental or regulatory authority or by any circumstances beyond their control. 

(s) At any time that the security granted pursuant to the Security Documents has become enforceable and the Holders have given a direction to
the Trustee to enforce such Collateral, the Trustee is not required to give any direction to the Security Agent with respect thereto unless it has been indemnified, prefunded and/or secured in accordance with Section 7.01(a). In any event, in
connection with any enforcement of such security, the Trustee is not responsible for: 
 (1) any failure of the Security
Agent to enforce such security within a reasonable time or at all; 
 (2) any failure of the Security Agent to pay over the
proceeds of enforcement of the Collateral; 
 (3) any failure of the Security Agent to realize such security for the best
price obtainable; 
 (4) monitoring the activities of the Security Agent in relation to such enforcement; 

(5) taking any enforcement action itself in relation to such security; 

  
 119 








 (6) agreeing to any proposed course of action by the Security Agent which could
result in the Trustee incurring any liability for its own account; or 
 (7) paying any fees, costs or expenses of the
Security Agent. 
 SECTION 7.03. Individual Rights of Trustee and Security Agent. The Trustee and Security Agent in their respective
individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or the Issuer or any of their respective Affiliates or Subsidiaries with the same rights they would have if they were not Trustee and
Security Agent. However, in the event that the Trustee acquires any conflicting interests in its capacity as Trustee it must eliminate such conflict within 90 days, or resign. Any Paying Agent or Registrar may do the same with like rights. The
Trustee is also subject to Section 7.10 hereof. 
 SECTION 7.04. Trustee’s and Security Agent’s Disclaimer. The
Trustee and Security Agent will not be responsible for and makes no representation as to the validity or adequacy of this Indenture, the Notes or any Note Guarantee and they shall not be accountable for the Issuer’s use of the proceeds from the
Notes or any money paid to the Issuer or upon the Issuer’s direction under any provision of this Indenture, they will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and they will
not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. Neither the Trustee nor
the Security Agent makes any representations as to the validity or sufficiency of this Indenture or of the Notes, except that the Trustee and Security Agent represent that they are duly authorized to execute and deliver this Indenture and perform
their obligations hereunder, respectively, and the Trustee represents that it is duly authorized to authenticate the Notes. The Trustee and Security Agent shall not be accountable for the use or application by the Issuer of Notes or the proceeds
thereof or the use or application of any money received by any Paying Agent other than the Trustee. 
 SECTION 7.05. Notice of
Defaults. If a Default occurs and is continuing and is known to the Trustee (through the Issuer having so notified the Trustee), the Trustee shall mail to the Holders a notice of the Default within 60 days after being notified by the
Issuer. 
 SECTION 7.06. [Intentionally Omitted]. 

SECTION 7.07. Compensation and Indemnity. (a) The Issuer and each Guarantor, jointly and severally, shall pay to the Trustee, the
Security Agent and the Agents from time to time such fees, costs, expenses and compensation for its acceptance of this Indenture and services hereunder and thereunder as shall from time to time be agreed in writing between them. The Trustee’s,
the Security Agent’s and the Agents’ compensation will not be limited by any law on compensation of a trustee of an express trust. The Issuer and each Guarantor, jointly and severally, shall reimburse the Trustee, the Security Agent and
the Agents promptly upon request for all disbursements, advances and expenses incurred or made by it, including costs of collection, any additional fees the Trustee, the Security Agent and the Agents may incur acting after a Default or an Event of
Default and any fees the Trustee, the Security Agent and the Agents may incur in connection with exceptional duties in relation thereto, in addition to the compensation for its services. Such expenses will include the properly incurred compensation,
disbursements, expenses and advances of the Trustee’s, the Security Agent’s and the Agents’ agents, counsel, accountants and experts. 

  
 120 








 (b) The Issuer and each Guarantor, jointly and severally, shall indemnify the Trustee, the
Security Agent and the Agents, and hold them harmless, against any and all losses, claims, damages, liabilities or expenses (including properly incurred attorney’s fees) incurred by them arising out of or in connection with the acceptance or
administration of this trust and their duties under this Indenture or under the Intercreditor Agreement, including the costs and expenses of enforcing this Indenture against the Issuer and the Guarantors (including this Section 7.07) and
defending themselves against any claim (whether asserted by the Issuer, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee, the Security
Agent and the Agents shall notify the Issuer promptly of any claim for which they may seek indemnity. Failure by the Trustee, the Security Agent and the Agents to so notify the Issuer shall not relieve the Issuer or any of the Guarantors of their
obligations hereunder. At the Trustee’s sole discretion, the Issuer shall defend the claim and the Trustee shall provide reasonable cooperation and may participate at the Issuer’s expense in the defense. Alternatively, the Trustee may at
its option have separate counsel of its own choosing and the Issuer shall pay the properly incurred fees and expenses of such counsel; provided that the Issuer shall not be required to pay such fees and expenses if, at the discretion of the
Trustee, it assumes the Trustee’s defense and there is, in the opinion of the Trustee, no conflict of interest between the Issuer and the Trustee in connection with such defense and no Default or Event of Default has occurred and is continuing.
The Issuer need not pay for any settlement made without its written consent, which consent shall not be unreasonably withheld. Neither the Issuer nor any Guarantor need to reimburse any expense or indemnify against any loss or liability to the
extent incurred by the Trustee through its gross negligence or willful misconduct. 
 (c) The obligations of the Issuer and the Guarantors
under this Section 7.07 and any Lien arising hereunder will survive the resignation or removal of the Trustee, the Security Agent or an Agent, the discharge of the Issuer’s obligations pursuant to Article X or the termination of this
Indenture. 
 (d) To secure the Issuer’s and the Guarantors’ payment obligations in this Section 7.07, the Trustee will have a
Lien prior to the Notes on all money or property held or collected by the Trustee, except that held to pay principal of, premium on, if any, interest or Additional Amounts, if any, on, particular Notes. Such Lien will survive the satisfaction and
discharge of this Indenture. 
 (e) When the Trustee incurs expenses or renders services after an Event of Default specified in
Section 6.01(a)(7) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. 

(f) For the avoidance of doubt, the rights, privileges, protections, immunities and benefits given to the Trustee, the Security Agent and the
Agents under this Section 7.07 including their rights to be indemnified are extended to, and shall be enforced by the Trustee in each of its capacities hereunder, and by the Security Agent and each Agent. 

  
 121 








 SECTION 7.08. Replacement of Trustee. (a) A resignation or removal of the Trustee and
appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. 

(b) The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuer. The Holders of a
majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing. The Issuer may remove the Trustee, or any Holder who has been a bona fide Holder for not less than six months
may petition any court for the removal of the Trustee and the appointment of a successor Trustee, if: 
 (1) the Trustee
fails to comply with Section 7.10 hereof; 
 (2) the Trustee is adjudged a bankrupt or an insolvent or an order for
relief is entered with respect to the Trustee under any Bankruptcy Law; 
 (3) a custodian or public officer takes charge of
the Trustee or its property; 
 (4) the Trustee becomes incapable of acting; or 

(5) the Trustee has or acquires a conflict of interest in its capacity as Trustee that this is not eliminated. 

(c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer. 

(d) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture and the Security Documents. The successor Trustee shall mail a notice
of any succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided that all sums owing to the Trustee hereunder have been paid and subject to the lien provided for in
Section 7.07. 
 (e) The Issuer covenants that, in the event of the Trustee giving reasonable notice pursuant to this Section 7.08,
it shall use its reasonable best efforts to procure a successor Trustee to be appointed. If a successor Trustee is not appointed and does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee may
appoint a successor Trustee at any time prior to the date on which a successor Trustee takes office. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the
Holders of at least 25% in outstanding principal amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee at the expense of the Issuer. 

  
 122 








 (f) If a successor Trustee does not take office within 60 days after the retiring Trustee
resigns or is removed, the retiring Trustee, the Issuer, or the Holders of at least 10% in principal amount of the then outstanding Notes may petition at the expense of the Issuer any court of competent jurisdiction for the appointment of a
successor Trustee. 
 (g) If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply
with Section 7.10, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 

(h) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon, the
resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders.
The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof.
Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuer’s obligations under Section 7.07 hereof will continue for the benefit of the retiring Trustee or Agent as the case may be, and the Issuer shall pay
to any replaced or removed Trustee or Agent all amounts owed under Section 7.07 upon such replacement or removal. 
 SECTION 7.09.
Successor Trustee by Merger, Etc. If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act will be
the successor Trustee. 
 SECTION 7.10. Eligibility; Disqualification. There will at all times be a Trustee hereunder that is a
corporation organized and doing business under the laws of the United Kingdom, or of the United States or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by
U.K. or U.S. federal or state authorities, and which is generally recognized as a corporation which customarily performs such corporate trustee roles and provides such corporate trustee services in transactions similar in nature to the offering of
the Notes as described in the Offering Memorandum. 
 SECTION 7.11. Resignation of Agents. Any Agent may resign and be discharged
from its duties under this Indenture at any time by giving thirty (30) days’ prior written notice of such resignation to the Trustee and Issuer. The Trustee or Issuer may remove any Agent at any time by giving thirty (30) days’
prior written notice to any Agent. Upon such notice, a successor Agent shall be appointed by the Issuer, who shall provide written notice of such to the Trustee. Such successor Agent shall become the Agent hereunder upon the resignation or removal
date specified in such notice. If the Issuer is unable to replace the resigning Agent within thirty (30) days after such notice, the Agent may appoint a replacement Agent or may deliver any funds then held hereunder in its possession to the
Trustee or may apply to a court of competent jurisdiction for the appointment of a successor Agent or for other 

  
 123 








 
appropriate relief. The costs and expenses (including its counsels’ fees and expenses) incurred by the Agent in connection with such proceeding shall be paid by the Issuer. Upon receipt of
the identity of the successor Agent, the Agent shall deliver any funds then held hereunder to the successor Agent, less the Agent’s fees, costs and expenses or other obligations owed to the Agent. Upon its resignation and delivery of any funds,
the Agent shall be discharged of and from any and all further obligations arising in connection with this Indenture, but shall continue to enjoy the benefit of Section 7.07. Subject to Section 6.03, the Agents shall act solely as agents of
the Issuer. 
 ARTICLE VIII 

Legal Defeasance and Covenant Defeasance 

SECTION 8.01. Option To Effect Legal Defeasance or Covenant Defeasance. The Company and the Issuer may, at the option of their
respective Boards of Directors evidenced by a resolution set forth in an Officer’s Certificate, at any time, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes, the Note Guarantees, this Indenture, the
Intercreditor Agreement (with respect to the Notes) and the Security Documents (with respect to the Notes), and cause the release of all Liens on the Collateral granted under the Security Documents upon compliance with the conditions set forth below
in this Article VIII. 
 SECTION 8.02. Legal Defeasance and Discharge. Upon the Company’s or the Issuer’s exercise
under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with
respect to all outstanding Notes, the Note Guarantees, this Indenture, the Intercreditor Agreement and the Security Documents, and cause the release of all Liens on the Collateral granted under the Security Documents on the date the conditions set
forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which
will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all its other obligations under
such Notes, the Note Guarantees, this Indenture, the Intercreditor Agreement and the Security Documents and cause the release of all Liens on the Collateral granted under the Security Documents (and the Trustee, on demand of and at the expense of
the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: 

(a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if
any, on such Notes when such payments are due from the trust referred to in Section 8.04 hereof; 
 (b) the
Issuer’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in
trust set forth in Article II hereof; 

  
 124 








 (c) the rights, powers, trusts, duties and immunities of the Trustee and the
Security Agent hereunder and the Issuer’s obligations in connection therewith; and 
 (d) this Article VIII. 

Subject to compliance with this Article VIII, the Issuer and the Company may exercise its option under this Section 8.02
notwithstanding the prior exercise of its option under Section 8.03 hereof. 
 SECTION 8.03. Covenant Defeasance. Upon the
Company’s or the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from
each of its obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10 (including Section 3.09), 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17 and 4.18, Section 5.01(a)(3) and Section 12.03 hereof
with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will thereafter be deemed not “outstanding”
for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it
being understood that such Notes will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer may omit to comply with and will have no liability in
respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision
herein or in any other document and such omission to comply will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes will be unaffected
thereby. In addition, upon the Company’s or the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(a)(3) (other than with respect to Sections 5.01(a)(1) and 5.01(a)(2)), (4), (5), (6) (other than with respect to the Issuer
and the Company), (7), (8) or (9). 
 SECTION 8.04. Conditions to Legal Defeasance or Covenant Defeasance. In order to exercise
the Issuer’s option under Section 8.02 or Section 8.03, the Issuer must irrevocably deposit in trust (the “defeasance trust”) with the Trustee (or such other entity designated by the Trustee for this purpose) cash in
pounds sterling, UK Government Obligations, or a combination of cash in pounds sterling and UK Government Obligations in such amounts as will be sufficient for the payment of principal, premium, if any, and interest on the Notes to redemption or
maturity, as the case may be, and must deliver to the Trustee: 
 (a) an Opinion of Counsel in the United States to the
effect that Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same
times as would have been the case if such deposit and defeasance had not occurred (and in the case of legal defeasance only, such Opinion of Counsel in the United States must be based on a ruling of the U.S. Internal Revenue Service or other change
in applicable U.S. federal income tax law since the Issue Date); 

  
 125 








 (b) an Officer’s Certificate stating that the deposit was not made by the
Issuer with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the Issuer; 
 (c) an
Officer’s Certificate and an Opinion of Counsel (which opinion of counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent provided for or relating to legal defeasance or covenant defeasance,
as the case may be, have been complied with; 
 (d) an Opinion of Counsel to the effect that the trust resulting from the
deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; and 

(e) all other documents or other information that the Trustee may reasonably require in connection with the Issuer’s
option under Section 8.02 or Section 8.03. 
 The Trustee will be entitled to rely conclusively upon such Officer’s
Certificates, documents, information and Opinions without independent verification. 
 SECTION 8.05. Deposited Money and Government
Securities To Be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.06 hereof, all money and UK Government Obligations (including the proceeds thereof) deposited with the Trustee (or such other entity designated by the
Trustee for this purpose, or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes will be held in trust and applied by
the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in
respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. Money and securities so held in trust are not subject to the Intercreditor Agreement and the Trustee is
not prohibited from paying such funds to Holders by the terms of this Indenture or the Intercreditor Agreement. 
 The Issuer shall pay and
indemnify the Trustee against any Taxes imposed or levied on or assessed against the cash or UK Government Obligations deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such Taxes
which by law are for the account of the Holders of the outstanding Notes. 
 The obligations of the Issuer under this Section 8.05
shall survive the resignation or renewal of the Trustee and/or satisfaction and discharge of this Indenture. 
 Notwithstanding anything in
this Article VIII to the contrary, the Trustee shall deliver or pay to the Issuer from time to time upon the request of the Issuer any money or UK Government Obligations held by it as provided in Section 8.04 hereof which, in the opinion
of an Independent Financial Advisor, expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to be
deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. 

  
 126 








 SECTION 8.06. Repayment to Issuer. Any money deposited with the Trustee or any Paying
Agent, or then held by the Issuer in trust, for the payment of the principal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, premium, if any, or interest has become due and payable shall be
paid to the Issuer on its request or (if then held by the Issuer) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Issuer for payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such money, and all liability of the Issuer as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the
expense of the Issuer give notice to the Holders or cause to be published a notice in the New York Times and the Financial Times or, if and so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and the
rules of such stock exchange shall so require, in a newspaper having a general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or, to the extent and in the manner permitted by such rules, post such notice on the
official website of the Luxembourg Stock Exchange (www.bourse.lu) or in the case of Definitive Notes, in addition to such publication, mail to Holders by first-class mail, postage prepaid, at their respective addresses as they appear on the
registration books of the Registrar (and, if so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and the rules of such stock exchange shall so require, publish in a newspaper having a general circulation in
Luxembourg (which is expected to be the Luxemburger Wort) or, to the extent and in the manner permitted by such rules, post such notice on the official website of the Luxembourg Stock Exchange (www.bourse.lu)), that such money remains
unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. 

SECTION 8.07. Reinstatement. If the Trustee or Paying Agent is unable to apply any pounds sterling or UK Government Obligations in
accordance with Section 8.02, 8.03, 8.04 or 8.05 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s and
the Company’s obligations under this Indenture and the Notes will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all
such money in accordance with Section 8.02, 8.03, 8.04 or 8.05 hereof, as the case may be; provided, however, that, if the Issuer makes any payment of principal of, premium, if any, or interest on any Note following the
reinstatement of its obligations, the Issuer will be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent. 

  
 127 








 ARTICLE IX 

Amendment, Supplement and Waiver 

SECTION 9.01. Without Consent of Holders. (a) Notwithstanding Section 9.02 of this Indenture, the Issuer, the Guarantors, the
Trustee and the other parties thereto, as applicable, may amend or supplement any Note Documents without the consent of any Holder to: 

(1) cure any ambiguity, omission, defect, error or inconsistency, conform any provision of the Note Documents to the
“Description of the Notes” contained in the Offering Memorandum, or reduce the minimum denomination of the Notes; 

(2) provide for the assumption by a successor Person of the obligations of the Issuer or the Guarantors under any Note
Document; 
 (3) provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the
uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); 

(4) add to the covenants or provide for a Note Guarantee for the benefit of the Holders or surrender any right or power
conferred upon the Issuer, the Company or any Restricted Subsidiary; 
 (5) make any change that does not adversely affect
the rights of any Holder in any material respect or to make any change that would provide any additional rights or benefits to the Holders; 

(6) make such provisions as necessary (as determined in good faith by the Issuer) for the issuance of Additional Notes; 

(7) provide for any Restricted Subsidiary to provide a Note Guarantee in accordance with Section 4.16, to add Note
Guarantees, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge or retaking of any Note Guarantee or Lien (including the Collateral and the Security Documents) with respect to or
securing the Notes when such release, termination, discharge or retaking is provided for under this Indenture, the Intercreditor Agreement or the Security Documents; 

(8) evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or Security Agent
pursuant to the requirements thereof or to provide for the accession by the Trustee or Security Agent to any Note Document; or 

(9) in the case of the Security Documents, mortgage, pledge, hypothecate or grant a security interest in favor of the Security
Agent for the benefit of parties to the New Revolving Credit Facility, in any property which is required by the New Revolving Credit Facility (as in effect on the Issue Date) to be mortgaged, pledged or hypothecated, or in which a security interest
is required to be granted to the Security Agent, or to the extent necessary to grant a security interest for the benefit of any Person; provided that the granting of such security interest is not prohibited by this Indenture and
Section 12.03 is complied with. 

  
 128 








 (b) After an amendment becomes effective, the Issuer is required to mail to Holders a notice
briefly describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of the amendment. In addition, for so long as the Notes are listed on the Luxembourg Stock
Exchange and the rules of such exchange so require, the Issuer shall inform such exchange of any amendment, supplement or waiver and shall publish notice of such amendment, supplement or waiver in Luxembourg in a daily newspaper with general
circulation in Luxembourg (which is expected to be the Luxemburger Wort) or on the website of the Luxembourg Stock Exchange (http://www.bourse.lu). 

(c) Upon the request of the Issuer, and upon receipt by the Trustee of the documents described in Section 11.06 hereof, the Trustee shall
join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee
shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. 

SECTION 9.02. With Consent of Holders. Except as provided below in this Section 9.02, the Issuer, the Guarantors and the Trustee
may amend or supplement any Note Document with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a tender offer or exchange offer
for, or purchase of, the Notes) and any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an
acceleration that has been rescinded) or compliance with any provision of the Note Documents may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation,
consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. 

Upon the request of the Issuer, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as
aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture
directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. 

It is not necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or
waiver, but it is sufficient if such consent approves the substance thereof. 
 After an amendment, supplement or waiver under this
Section 9.02 becomes effective, the Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental indenture or waiver. However, without the consent of Holders holding not less than 90% of the principal amount of Notes then outstanding, an amendment or waiver under this
Section 9.02 may not, with respect to any Notes held by a non-consenting Holder: 

  
 129 








 (1) reduce the principal amount of such Notes whose Holders must consent to an
amendment; 
 (2) reduce the stated rate of or extend the stated time for payment of interest on any such Note; 

(3) reduce the principal of or extend the Stated Maturity of any such Note; 

(4) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed,
in each case, pursuant to Section 3.07 or Section 3.10; 
 (5) make any such Note payable in currency other than
that stated in such Note; 
 (6) impair the right of any Holder to receive payment of principal of and interest or Additional
Amounts, if any, on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment on or with respect to such Holder’s Notes; 

(7) make any change in Section 2.13 that adversely affects the right of any Holder of such Notes in any material respect;

 (8) release all or substantially all the Guarantors from their obligations under their respective Note Guarantees or this
Indenture, except otherwise in accordance with the terms of this Indenture; 
 (9) release the security interest granted for
the benefit of the Holders in the Collateral other than pursuant to the terms of the Security Documents or as otherwise permitted by this Indenture and the Intercreditor Agreement; 

(10) waive a Default or Event of Default with respect to the nonpayment of principal, premium, interest or Additional Amounts,
if any, on the Notes (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such Notes and a waiver of the payment default that resulted from such acceleration); or 

(11) make any change in the amendment or waiver provisions which require the consent of the Holders holding not less than 90%
of the then outstanding principal amount of the Notes. 
 In addition, without the consent of Holders holding not less than 90% of the then
outstanding principal amount of Notes, no amendment or supplement to the Intercreditor Agreement may be made that materially adversely affects (x) the ranking (as it relates to the right to receive payments on enforcement) of the Notes and Note
Guarantees with respect to any Pari Passu Lien Obligations (as defined in the Intercreditor Agreement) and (y) the subordination (as it relates to the right to receive payments on enforcement) of Subordinated Obligations to the Notes and Note
Guarantees as set forth in the Intercreditor Agreement. 

  
 130 








 SECTION 9.03. Supplemental Indenture. Every amendment or supplement to this Indenture or
the Notes will be set forth in an amended or supplemental indenture. 
 SECTION 9.04. Revocation and Effect of Consents. Until an
amendment, supplement or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is
not made on any Note. However, any such Holder or subsequent Holder may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date on which the Trustee receives an Officer’s Certificate from the
Issuer certifying that the requisite number of consents have been received. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder. 

SECTION 9.05. Notation on or Exchange of Notes. The Trustee may place an appropriate notation about an amendment, supplement or waiver
on any Note thereafter authenticated. The Issuer in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver. 

Failure to make the appropriate notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver.

 SECTION 9.06. Trustee To Sign Amendments, Etc. The Trustee shall sign any amended or supplemental indenture authorized pursuant to
this Article IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. In executing any amended or supplemental indenture, the Trustee shall be provided with and (subject to
Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or
supplemental indenture is authorized or permitted by this Indenture. In signing any amendment, supplement or waiver, the Trustee shall be entitled to receive security and/or an indemnity and/or prefunding satisfactory to it. 

SECTION 9.07. Payments for Consent. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or
indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder for or as an inducement to any consent, waiver or amendment of any of the terms of the provisions of this Indenture or the Notes unless such consideration is
offered to all Holders and is paid to all Holders that so consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. Notwithstanding the foregoing, the Issuer, the
Company and its Restricted Subsidiaries shall be permitted, in any offer or payment of consideration for, or as an inducement to, any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes, to exclude Holders
in any jurisdiction where (i) the solicitation of such consent, waiver or amendment, including in connection with an exchange offer or an offer to purchase for cash, or (ii) the payment of the consideration therefor (A) would require
the Issuer, the Company or any of its Restricted Subsidiaries to file a registration statement, prospectus or similar document 

  
 131 








 
under any applicable securities laws (including, but not limited to, the United States federal securities laws and the laws of the European Union or its member states), which the Issuer and the
Company in their sole discretion determine (acting in good faith) would be materially burdensome; or (B) such solicitation would otherwise not be permitted under applicable law in such jurisdiction. 

ARTICLE X 
 Satisfaction and
Discharge 
 SECTION 10.01. Satisfaction and Discharge. This Indenture, and the rights of the Trustee and the Holders under the
Security Documents, will be discharged and cease to be of further effect (except as to surviving rights of conversion or transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes when: 

(a) either 

(1) all the Notes previously authenticated and delivered (other than certain lost, stolen or destroyed Notes and certain Notes
for which provision for payment was previously made and thereafter the funds have been released to the Issuer) have been delivered to the Paying Agent for cancellation; or 

(2) all Notes not previously delivered to the Paying Agent for cancellation (i) have become due and payable,
(ii) will become due and payable at their Stated Maturity within one year or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Issuer; 
 (b) the Issuer has deposited or caused to be deposited with the
Trustee (or such other entity designated by the Trustee for this purpose), cash in pounds sterling, UK Government Obligations, or a combination of cash in pounds sterling and UK Government Obligations, in an amount sufficient to pay and discharge
the entire indebtedness on the Notes not previously delivered to the Paying Agent for cancellation, for principal, premium, if any, and interest to the date of deposit (in the case of Notes that have become due and payable), or to the Stated
Maturity or redemption date, as the case may be; 
 (c) the Issuer has paid or caused to be paid all other sums payable under
this Indenture; and 
 (d) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel
each to the effect that all conditions precedent under this Section 10.01 relating to the satisfaction and discharge of this Indenture have been complied with; provided that any such counsel may rely on any Officer’s Certificate as
to matters of fact (including as to compliance with Section 10.01(a), Section 10.01(b) and 

  
 132 








 
Section 10.01(c)) and the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited amounts towards payment of the Notes at maturity or on the
redemption date, as the case may be. The Trustee will be entitled to conclusively rely upon such Officer’s Certificate and Opinion of Counsel without independent verification. 

In addition, the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions
precedent to satisfaction and discharge have been satisfied. 
 Notwithstanding the satisfaction and discharge of this Indenture, if money
has been deposited with the Trustee pursuant to Section 10.01(b), the provisions of Section 10.02 and Section 8.06 will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of
Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. 
 SECTION 10.02. Application
of Trust Money. Subject to the provisions of Section 8.06, all money deposited with the Trustee (or the entity designated by the Trustee) pursuant to Section 10.01 shall be held in trust and applied by it, in accordance with the
provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money
has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law. 
 If the
Trustee or Paying Agent is unable to apply any money or securities in accordance with Section 10.01 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Issuer’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 10.01; provided that if the Issuer has made
any payment of principal of, premium, if any, or interest on any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government
Obligations held by the Trustee or Paying Agent. 
 ARTICLE XI 

Guarantees 
 SECTION
11.01. Guarantees. (a) Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees to each Holder and to the Trustee and its successors and assigns (1) the full and punctual payment when due, whether at
Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuer under this Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of, interest or premium, if any, on the Notes
and all other monetary obligations of the Issuer under this Indenture and the Notes and (2) the full and punctual performance within applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or


  
 133 








 
otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the
Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article XI notwithstanding any extension or renewal of
any Guaranteed Obligation. 
 (b) Each Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the
Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (1) the
failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement or otherwise; (2) any extension or renewal of any
thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (4) the release of any security held by any Holder or the Trustee for the Guaranteed
Obligations or any of them; (5) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6) any change in the ownership of such Guarantor, except as provided in
Section 11.02. 
 (c) Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among
the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the
Issuer’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to
an action being initiated against such Guarantor. 
 (d) Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee
of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. 

(e) Except as expressly set forth in Sections 8.02, 11.02 and 11.08, the obligations of each Guarantor hereunder shall not be subject to
any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever
or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise
affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay,
willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate
as a discharge of any Guarantor as a matter of law or equity. 

  
 134 








 (f) Except as expressly set forth in Sections 8.02, 11.02 and 11.08, each Guarantor agrees
that its Note Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be,
if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. 

(g) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against
any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or
comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of
(1) the unpaid principal amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary obligations of the Issuer to the
Holders and the Trustee. 
 (h) Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the
other hand, (1) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of any Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article VI, such Guaranteed Obligations (whether or not due
and payable) shall forthwith become due and payable by such Guarantor for the purposes of Section 11.01. 
 (i) Each Guarantor also
agrees to pay any and all costs and expenses (including attorneys’ fees and expenses) incurred by the Trustee in enforcing any rights under Section 11.01. 

(j) Upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be
reasonably necessary or proper to carry out more effectively the purpose of this Indenture. 
 SECTION 11.02. Limitation on
Liability. Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by any Guarantor shall not exceed the maximum amount that can be hereby
guaranteed by the applicable Guarantor without rendering the Note Guarantee, as it relates to such Guarantor, voidable under applicable law relating to ultra vires, fraudulent conveyance, fraudulent transfer, corporate benefit, financial
assistance or similar laws affecting the rights of creditors generally or other considerations under applicable law. 

  
 135 








 SECTION 11.03. Successors and Assigns. This Article XI shall be binding upon each
Guarantor and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges
conferred upon that party in this Indenture and in the Notes shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture. 

SECTION 11.04. No Waiver. Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising any right, power
or privilege under this Article XI shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and
the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article XI at law, in equity, by statute or otherwise. 

SECTION 11.05. Modification. No modification, amendment or waiver of any provision of this Article XI, nor the consent to any
departure by any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which
given. No notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand in the same, similar or other circumstances. 

SECTION 11.06. Execution of Supplemental Indenture for Future Guarantors. Each Restricted Subsidiary which is required to become a
Subsidiary Guarantor pursuant to Section 4.16 shall promptly execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary shall become a Guarantor under this Article XI and shall guarantee the Guaranteed
Obligations. Concurrently with the execution and delivery of such supplemental indenture, the Issuer shall deliver to the Trustee an Opinion of Counsel and an Officer’s Certificate to the effect that such supplemental indenture has been duly
authorized, executed and delivered by such Restricted Subsidiary and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to
the principles of equity, whether considered in a proceeding at law or in equity, the Note Guarantee of such Guarantor is a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and or
to such other matters as the Trustee may reasonably request. 
 SECTION 11.07. Non-Impairment. The failure to endorse a Note
Guarantee on any Note shall not affect or impair the validity thereof. 
 SECTION 11.08. Release of Guarantees. (a) Subject to
the following paragraph and the terms of the Intercreditor Agreement, each Note Guarantee, once it becomes due, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations,
(ii) be binding upon each Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns. 

  
 136 








 (b) Each Note Guarantee by a Guarantor shall be automatically and unconditionally released and
discharged, and each Guarantor and its obligations under the Note Guarantee, this Indenture, the Security Documents and the Intercreditor Agreement shall be released and discharged: 

(1) in the case of a Subsidiary Note Guarantee only, by a sale or other disposition (including by way of consolidation, merger,
amalgamation or combination) of Capital Stock of the relevant Guarantor or of a Parent thereof, such that such Guarantor ceases to be a Restricted Subsidiary, or the sale or disposition of all or substantially all the assets of the relevant
Guarantor (other than to the Company or a Restricted Subsidiary), in each case in a transaction otherwise permitted by this Indenture; 

(2) in the case of a Subsidiary Note Guarantee only, by the designation in accordance with this Indenture of the relevant
Guarantor as an Unrestricted Subsidiary; 
 (3) by defeasance or discharge of the Notes, as provided in Article VIII or
Article X; 
 (4) in the case of a Subsidiary Note Guarantee only (other than a Subsidiary Note Guarantee issued on the
Issue Date), to the extent that the relevant Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the relevant release of the guarantee or discharge of
Indebtedness referred to in such clause; 
 (5) upon full payment of all obligations of the Issuer and the Guarantors under
this Indenture and the Notes; 
 (6) in connection with certain enforcement actions taken by the creditors under certain of
our secured Indebtedness as provided under the Intercreditor Agreement; or 
 (7) as provided in Article IX. 

(c) Upon any occurrence giving rise to a release of a Note Guarantee, as specified above, the Trustee, subject to receipt of certain documents
from the Issuer and/or Guarantor, will execute any documents reasonably required in order to evidence or effect such release, discharge and termination in respect of such Note Guarantee. Neither the Issuer, the Trustee nor any Guarantor will be
required to make a notation on the Notes to reflect any such release, discharge or termination. 
 ARTICLE XII 

Collateral, Security and Intercreditor Agreement 

SECTION 12.01. The Collateral. (a) Except as provided for in Section 4.18, the due and punctual payment of the principal of,
premium, if any, and interest on the Notes and the Note Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest


  
 137 








 
on the overdue principal of and interest (to the extent lawful), if any, on the Notes and the Note Guarantees thereof and performance of all other obligations under this Indenture, the Notes, the
Note Guarantees and the Security Documents, shall be secured by Liens, subject to Permitted Liens, as provided in the Security Documents which the Company, the Issuer and the Guarantors, as the case may be, have entered into on or about the date
hereof and shall be secured as provided by all Security Documents hereafter delivered as required or permitted by this Indenture, the Security Documents and the Intercreditor Agreement. 

(b) The Company and the Guarantors hereby agree that the Security Agent shall hold and administer the Collateral in trust for the benefit of
all the Holders and the Trustee, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreement and the Security Agent and the Trustee are is hereby authorized to execute and deliver the Security Documents and the
Intercreditor Agreement (including any other agreements, deeds or other documents in relation thereto) on behalf of all the Holders. 
 (c)
Each Holder, by its acceptance of any Notes and the Note Guarantees thereof, and the Trustee, by entering into this Indenture, consent and agree to and accept the terms of the Security Documents and the Intercreditor Agreement as the same may be in
effect or as may be amended from time to time in accordance with their terms and irrevocably authorize and direct the Security Agent to: 

(A) perform the duties and exercise the rights, power and discretion that are specifically given to it under the Security
Documents and the Intercreditor Agreement, together with any other incidental rights, power and discretions; and 
 (B)
execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on their behalf. 

(d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees thereof, acknowledge that, as more fully set forth in the
Security Documents and the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the
Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents and the Intercreditor Agreement and actions that may be taken thereunder. 

(e) Subject to the terms of this Indenture and the Security Documents, the Issuer and the Guarantors shall have the right to remain in
possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom. 

SECTION 12.02. Limitations on the Collateral. The Liens will be limited as necessary to recognize certain defenses generally available
to providers of Liens (including those that relate to fraudulent conveyance or transfer, thin capitalization, voidable preference, financial assistance, corporate benefit, capital maintenance or similar laws, regulations or defenses affecting the
rights of creditors generally) or other considerations under applicable law. 

  
 138 








 SECTION 12.03. Impairment of Security Interests. The Company shall not, and shall not
permit any Restricted Subsidiary to, take or omit to take any action, which action or omission would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the Incurrence of Permitted
Collateral Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Security Agent, the Trustee and the Holders, and the Company shall not, and shall not permit
any Restricted Subsidiary to, grant to any Person other than the Security Agent, for the benefit of the Trustee and the Holders and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral that is
prohibited by the covenant entitled “Limitation on Liens;” provided, that the Company and its Restricted Subsidiaries may Incur Permitted Collateral Liens and the Collateral may be discharged, transferred or released in accordance
with this Indenture, the Intercreditor Agreement and the applicable Security Documents. Notwithstanding the above, nothing in this Section 12.03 shall restrict the discharge and release of any security interest in accordance with this Indenture
and the Intercreditor Agreement. Subject to the foregoing, the Security Documents may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking
over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) add to the Collateral; or (iv) make any other change thereto that does not adversely affect
the Holders in any material respect; provided, however, that, except where permitted by this Indenture or the Intercreditor Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified
or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement or modification or release (followed by an
immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company delivers to the Security Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent
and the Trustee, from an independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to
such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), (2) a certificate from the chief financial officer or the
Board of Directors of the relevant Person which confirms the solvency of the person granting the security interest after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or
release (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), or (3) an opinion of counsel (subject to any qualifications customary for this type of opinion of counsel), in form and substance
reasonably satisfactory to the Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate
retaking of a lien of at least equivalent ranking over the same assets), the Lien or Liens created under the Security Document, so amended, extended, renewed, restated, supplemented, modified or released and retaken are valid and perfected Liens not
otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or
release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not 

  
 139 








 
subject. In the event that the Company and its Restricted Subsidiaries comply with the requirements of this Section 12.03, the Trustee or the Security Agent shall (subject to customary
protections and indemnifications) consent to such amendments without the need for instructions from the Holders. 
 SECTION 12.04.
Release of Liens on the Collateral. Subject to the terms of the Intercreditor Agreement or any Additional Intercreditor Agreement, the Security Agent shall release, and the Trustee (if party to a Security Document) shall release and if so
requested direct the Security Agent to release, without the need for consent of the Holders, Liens on the Collateral securing the Notes: 

(1) upon payment in full of principal, interest and all other amounts under the Notes issued under this Indenture or discharge
or defeasance thereof; 
 (2) upon release of a Note Guarantee (with respect to the Liens securing such Note Guarantee
granted by such Guarantor); 
 (3) in connection with any disposition of Collateral to any Person other than the Company or
any of its Restricted Subsidiaries, or to a Guarantor (other than MFG or MFI); provided that if the Collateral is disposed to such Guarantor, the relevant Collateral becomes immediately subject to a substantially equivalent Lien in favor of
the Security Agent securing the Notes (but excluding any transaction subject to Section 5.01(a); provided further, that, in each case, such disposition is permitted by Section 4.10 and the other provisions of this Indenture; 

(4) if the Company designates any Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the applicable
provisions of this Indenture, the release of the property, assets and Capital Stock of such Unrestricted Subsidiary; 
 (5)
as provided under Section 12.03; 
 (6) as provided under the Intercreditor Agreement; and 

(7) as provided under Article IX. 

Each of these releases shall be effected by the Security Agent without the consent of the Holders or any further action on the part of the
Trustee (unless action is required by it). 
 SECTION 12.05. Additional Intercreditor Agreement. At the request of the Issuer, in
connection with the Incurrence or refinancing by the Company or its Restricted Subsidiaries of any Indebtedness secured or permitted to be secured on the Collateral, the MFG, MFI, the Company, the Issuer, the relevant Restricted Subsidiaries, the
Trustee and the Security Agent shall enter into an intercreditor or similar agreement or a restatement, amendment or other modification of the existing Intercreditor Agreement (an “Additional Intercreditor Agreement”) with the
holders of such Indebtedness (or their duly authorized representatives) on substantially the same terms as the Intercreditor Agreement (or on terms that in the good faith judgment of the Issuer are not materially less favorable to the Holders),
including containing substantially the same terms with respect to the application of the proceeds of the collateral held thereunder and 

  
 140 








 
the means of enforcement, it being understood that an increase in the amount of Indebtedness being subject to the terms of the Intercreditor Agreement or Additional Intercreditor Agreement shall
not be deemed to be less favorable to the Holders and shall be permitted by this Section 12.05 if the incurrence of such Indebtedness and any Lien in its favor is permitted by Section 4.09 and Section 4.12; provided that such
Additional Intercreditor Agreement shall not impose any personal obligations on the Trustee or Security Agent or, in the opinion of the Trustee or Security Agent, adversely affect the rights, duties, liabilities or immunities of the Trustee or
Security Agent under this Indenture or the Intercreditor Agreement. As used herein, the term “Intercreditor Agreement” shall include references to any Additional Intercreditor Agreement that supplements or replaces the Intercreditor
Agreement entered into on or prior to the Issue Date. 
 SECTION 12.06. Amendments to the Intercreditor Agreement. At the written
direction of the Issuer and without the consent of the Holders, the Trustee or Security Agent shall from time to time enter into one or more amendments to any Intercreditor Agreement to: (i) cure any ambiguity, omission, defect or inconsistency
of any such agreement, (ii) increase the amount or types of Indebtedness covered by any such agreement that may be Incurred by the Company or its Restricted Subsidiaries that is subject to any such agreement (provided that such
Indebtedness is Incurred in compliance with this Indenture), (iii) add Guarantors or other Restricted Subsidiaries to the Intercreditor Agreement, (iv) further secure the Notes (including Additional Notes incurred in compliance with this
Indenture), (v) make provision for equal and ratable pledges of the Collateral to secure Additional Notes incurred in compliance with this Indenture or to implement any Permitted Collateral Liens or (vi) make any other change to any such
agreement that does not adversely affect the Holders in any material respect. The Issuer shall not otherwise direct the Trustee or Security Agent to enter into any amendment to any Intercreditor Agreement without the consent of the Holders of a
majority in aggregate principal amount of the Notes then outstanding, except as otherwise permitted by Section 9.01 or as permitted by the terms of such Intercreditor Agreement, and the Issuer may only direct the Trustee or Security Agent to
enter into any amendment to the extent such amendment does not impose any personal obligations on the Trustee or Security Agent or, in the opinion of the Trustee or Security Agent, adversely affect the rights, duties, liabilities or immunities of
the Trustee or Security Agent under this Indenture relating to the Notes or any Intercreditor Agreement. 
 Each Holder, by accepting a
Note, shall be deemed to have agreed to and accepted the terms and conditions of any Intercreditor Agreement (whether then entered into or entered into in the future pursuant to the provisions described herein), and to have authorized the Trustee or
Security Agent to enter into any one or more amendments to any Intercreditor Agreement as contemplated by this Section 12.06 on each Holder’s behalf. 

SECTION 12.07. Security agent. (a) The Security Documents and the Collateral will be administered by the Security Agent pursuant
to the Intercreditor Agreement for the benefit of all holders of secured obligations. 
 (b) Any resignation or replacement of the Security
Agent shall be made in accordance with the terms of the Intercreditor Agreement. 

  
 141 








 ARTICLE XIII 

Miscellaneous 
 SECTION
13.01. [Intentionally Omitted]. 
 SECTION 13.02. Notices. Any notice or communication by the Issuer or the Trustee to the
others is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telecopier, facsimile or overnight air courier guaranteeing next day delivery, to the others’ address:

 If to the Issuer or any Guarantor: 

Marlin Intermediate Holdings plc 

16-22 Grafton Road 
 Worthing 

West Sussex BN11 1QP 
 United
Kingdom 
 Facsimile: +44 1903 282 296 

with a copy to: 

Simmons & Simmons LLP 

Citypoint 
 One Ropemaker Street

 London EC2Y 9SS 
 United
Kingdom 
 Facsimile: +44 20 7628 2070 

Attention: Charles Hawes 
 If to
the Trustee: 
 The Bank of New York Mellon, London Branch 

One Canada Square 
 London E14 5AL

 United Kingdom 
 Facsimile:
+44 20 7964 2536 
 Attention: Corporate Trust Services 

If to the Security Agent: 
 The
Royal Bank of Scotland plc 
 Level 3, Premier Place 

2 1/2 Devonshire Square 

London EC2M 4BA 
 United Kingdom

 Facsimile: +44 20 7786 5247 

Attention: Peter Stiles 

  
 142 








 The Issuer, any Guarantor, the Trustee or the Security Agent, by notice to the others, may
designate additional or different addresses for subsequent notices or communications. 
 All notices to Holders shall be validly given if
mailed to them at their respective addresses in the register of the Holders, if any, maintained by the Registrar. For so long as any Notes are represented by Global Notes, all notices to Holders shall be delivered to Euroclear and Clearstream, each
of which shall give such notices to the holders of Book-Entry Interests. In addition, for so long as any of the Notes are listed on the Euro MTF Market of the Luxembourg Stock Exchange and the rules of such exchange so require, notices with respect
to the Notes listed on the Euro MTF Market will be published on the official website of the Luxembourg Stock Exchange (http://www.bourse.lu) or in a leading newspaper having general circulation in Luxembourg (which is expected to be the
Luxemburger Wort) or if, in the opinion of the Trustee such publication is not practicable, in an English language newspaper having general circulation in Europe. 

Each such notice shall be deemed to have been given on the date of such publication or, if published more than once on different dates, on the
first date on which publication is made; provided that, if notices are mailed, such notice shall be deemed to have been given on the later of such publication and the seventh day after being so mailed. 

Any notice or communication mailed to a Holder shall be mailed to such Person by first class mail or other equivalent means and shall be
sufficiently given to such Person if so mailed within the time prescribed. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. 

If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it. 

If the Issuer mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time. 

SECTION 13.03. Communications. (a) In no event shall the Agents or any other entity of The Bank of New York Mellon be liable for
any Losses arising from the Agent or any other entity of The Bank of New York Mellon receiving or transmitting any data from the Issuer or the Company, any authorized Person or Officer or any party to the transaction via any non-secure method of
transmission or communication, such as, but without limitation, by facsimile or email. 
 (b) The parties hereto accept that some methods of
communication are not secure and the Trustee, the Agent or any other entity of The Bank of New York Mellon shall incur no liability for receiving instructions via any such non-secure method. The Agent or any other entity of The Bank of New York
Mellon is authorized to comply with and rely upon any such notice, instructions or other communications believed by it to have been sent or given by an authorized Person or Officer or an appropriate party to the transaction (or authorized


  
 143 








 
representative thereof). The Issuer, the Company or authorized officer of the Issuer or the Company shall use all reasonable endeavors to ensure that instructions transmitted to an Agent or any
other entity of The Bank of New York Mellon pursuant to this Indenture are complete and correct. Any instructions shall be conclusively deemed to be valid instructions from the Issuer, the Company or authorized officer of the Issuer or the Company
to such Agent or any other entity of The Bank of New York Mellon for the purposes of this Indenture. 
 SECTION 13.04. Certificate and
Opinion as to Conditions Precedent. Upon any request or application by the Issuer to the Trustee to take any action under this Indenture, the Issuer shall furnish to the Trustee: 

(1) an Officer’s Certificate in form and substance satisfactory to the Trustee (which must include the statements set
forth in Section 13.05 hereof) stating that, in the opinion of the signer, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with; and 

(2) an Opinion of Counsel in form and substance satisfactory to the Trustee (which must include the statements set forth in
Section 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with. 

SECTION 13.05. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture must include: 
 (1) a statement that the Person making such certificate or
opinion has read such covenant or condition; 
 (2) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such certificate or opinion are based; 
 (3) a statement
that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and 

(4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with. 

SECTION 13.06. Rules by Trustee and Agents. The Trustee may make reasonable rules for action by or at a meeting of Holders. The
Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions. 
 SECTION 13.07. No Personal
Liability of Directors, Officers, Employees and Stockholders. No past, present or future director, officer, employee, incorporator or shareholder of the Issuer or any Guarantor or any of their respective Subsidiaries or Affiliates, as such,
shall have any liability for any obligations of the Issuer or the Guarantors under the Note Documents, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases
all such liability. The waiver and release are part of the consideration for issuance of the Notes. 

  
 144 








 SECTION 13.08. Legal Holidays. If the due date for any payment is not a Business Day,
payment may be made on the next succeeding day that is a Business Day, and the Holders shall not be entitled to any additional interest as a result of any such delay. 

SECTION 13.09. Governing Law. THIS INDENTURE AND THE NOTES, INCLUDING THE NOTE GUARANTEES, AND THE RIGHTS AND DUTIES OF THE PARTIES
HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 SECTION 13.10. No
Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuer or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be
used to interpret this Indenture. 
 SECTION 13.11. Successors. All agreements of the Issuer in this Indenture and the Notes will
bind its successors. All agreements of the Trustee in this Indenture will bind its successors. 
 SECTION 13.12. Severability. In
case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. 

SECTION 13.13. Counterpart Originals. The parties may sign any number of copies of this Indenture. Each signed copy will be an
original, but all of them together represent the same agreement. 
 SECTION 13.14. Table of Contents, Headings, Etc. The Table of
Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the
terms or provisions hereof. 
 SECTION 13.15. Submission to Jurisdiction; Appointment of Agent. The Issuer and each Guarantor
irrevocably submit to the non-exclusive jurisdiction of any New York State or U.S. federal court located in the Borough of Manhattan in the City and State of New York over any suit, action or proceeding arising out of or relating to this Indenture
and irrevocably waive any right to trial by jury in connection with any such suit, action or proceeding. The Issuer and each Guarantor irrevocably waive, to the fullest extent permitted by law, any objection which they may have, pursuant to New York
law or otherwise, to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in any inconvenient forum. In furtherance of
the foregoing, the Issuer and each Guarantor hereby irrevocably designates and appoints CT Corporation Systems (at its office at 111 Eighth Avenue, New York, New York 10011) as its agent to receive service of all process brought against them with
respect to any such suit, action or proceeding in any such court in the City and State of New York, such service being hereby acknowledged by it to be effective and binding service in every respect. Copies of any such process so served shall also be
given to the Issuer in accordance with Section 3.01 hereof, but the failure of the Issuer to receive such copies shall not affect in any way the service of such process as aforesaid. 

  
 145 








 SECTION 13.16. Prescription. Claims against the Issuer or any Guarantor for the payment of
principal, or premium, if any, on the Notes or any Note Guarantee will be prescribed ten years after the applicable due date for payment thereof. Claims against the Issuer or any Guarantor for the payment of interest on the Notes will be prescribed
five years after the applicable due date for payment of interest. 
 Nothing in this Section shall limit the right of the Trustee or any
Holder to bring proceedings against the Issuer in the courts of any other jurisdiction or to serve process in any other manner permitted by law. 

[Signatures on following pages] 

  
 146 








 SIGNATURES 

Dated as of July 25, 2013 

			
	 MARLIN INTERMEDIATE HOLDINGS PLC,

as Issuer,

		
	by	 	
		
		 	 /s/ David Page

		 	Name: David Page
		 	Title: Director
	
	 MARLIN FINANCIAL GROUP LIMITED,
 as
Guarantor,

		
	By	 	
		
		 	 /s/ Peter Richardson

		 	Name: Peter Richardson
		 	Title: Director
	
	MARLIN FINANCIAL INTERMEDIATE LIMITED, as Guarantor,
		
	by	 	
		
		 	 /s/ Peter Richardson

		 	Name: Peter Richardson
		 	Title: Director
	
	 MARLIN FINANCIAL INTERMEDIATE II LIMITED,

as Guarantor,

		
	by	 	
		
		 	 /s/ David Page

		 	Name: David Page
		 	Title: Director
	
	MARLIN MIDWAY LIMITED, as Guarantor,
		
	by	 	
		
		 	 /s/ David Page

		 	Name: David Page
		 	Title: Director



  
 [Signature Pages to
Indenture] 








 
			
	 BLACK TIP CAPITAL HOLDINGS LIMITED,

as Guarantor,

		
	by	 	
		
		 	 /s/ Peter Richardson

		 	Name: Peter Richardson
		 	Title: Director
	
	 MARLIN SENIOR HOLDINGS LIMITED,
 as
Guarantor,

		
	by	 	
		
		 	 /s/ David Page

		 	Name: David Page
		 	Title: Director
	
	 MARLIN PORTFOLIO HOLDINGS LIMITED,

as Guarantor,

		
	by	 	
		
		 	 /s/ David Page

		 	Name: David Page
		 	Title: Director
	
	 MARLIN FINANCIAL SERVICES LIMITED,

as Guarantor,

		
	by	 	
		
		 	 /s/ David Page

		 	Name: David Page
		 	Title: Director
	
	 MARLIN LEGAL SERVICES LIMITED,
 as
Guarantor,

		
	by	 	
		
		 	 /s/ Peter Richardson

		 	Name: Peter Richardson
		 	Title: Director



  
 [Signature Pages to
Indenture] 








 
			
	MARLIN CAPITAL EUROPE LIMITED, as Guarantor,
		
	by	 	
		
		 	 /s/ Peter Richardson

		 	Name: Peter Richardson
		 	Title: Director
	
	MCE PORTFOLIO LIMITED, as Guarantor,
		
	by	 	
		
		 	 /s/ David Page

		 	Name: David Page
		 	Title: Director
	
	MFS PORTFOLIO LIMITED, as Guarantor,
		
	by	 	
		
		 	 /s/ David Page

		 	Name: David Page
		 	Title: Director
	
	MARLIN EUROPE I LIMITED, as Guarantor,
		
	by	 	
		
		 	 /s/ David Page

		 	Name: David Page
		 	Title: Director
	
	MARLIN EUROPE II LIMITED, as Guarantor,
		
	by	 	
		
		 	 /s/ David Page

		 	Name: David Page
		 	Title: Director



  
 [Signature Pages to
Indenture] 








 
			
	ME III LIMITED, as Guarantor,
		
	by	 	
		
		 	 /s/ David Page

		 	Name: David Page
		 	Title: Director
	
	ME IV LIMITED, as Guarantor,
		
	by	 	
		
		 	 /s/ David Page

		 	Name: David Page
		 	Title: Director



  
 [Signature Pages to
Indenture] 








 
			
	 SIGNED for and on behalf of
 THE
BANK OF NEW YORK MELLON,
 LONDON BRANCH,
 as
Trustee,

		
	by	 	
		
		 	 /s/ Melissa Laidley

		 	Name: Melissa Laidley
		 	Title: Vice President
	
	 SIGNED for and on behalf of
 THE
BANK OF NEW YORK MELLON,
 LONDON BRANCH,
 as Principal Paying
Agent and Transfer Agent,

		
	by	 	
		
		 	 /s/ Melissa Laidley

		 	Name: Melissa Laidley
		 	Title: Vice President
	
	 SIGNED for and on behalf of
 THE
BANK OF NEW YORK MELLON
 (LUXEMBOURG) S.A.,
 as
Registrar,

		
	by:	 	 /s/ Melissa Laidley

		 	Authorized Signatory
		
	by:	 	 /s/ Michael Lee

		 	Authorized Signatory



  
 [Signature Pages to
Indenture] 








 
			
	 SIGNED for and on behalf of
 THE
ROYAL BANK OF SCOTLAND,
 as Security Agent,

		
	by	 	
		
		 	 /s/ Peter Stiles

		 	Name: Peter Stiles
		 	Title: Director



  
 [Signature Pages to
Indenture] 








 EXHIBIT A 

[Form of Face of Note] 

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] 

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] 

[REGULATION S/RULE 144A] 

ISIN: [•]1 

Common Code: [•]2 

10.5% Senior Secured Notes due 2020 
  

			
	No.            	  	£            

 MARLIN INTERMEDIATE HOLDINGS PLC 

Marlin Intermediate Holdings plc (the “Issuer”) promises to pay to
            or its registered assigns, the principal sum of £            [or such greater or lesser amount as
indicated in the schedule of Exchanges of Interests in the Global Note]3 on August 1, 2020. 

Interest Payment Dates: Feburary 1 and August 1, commencing [•], [•]. 

Record Dates: January 15 and July 15 immediately preceding each Interest Payment Date. 

Dated:                      

Reference is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as if set forth at this place.

  

	1 	Reg S ISIN: XS0808637994 144A ISIN: XS0808632094 


	2 	Reg S Common Code: 080863799 144A Common Code: 080863209 


	3 	Use the Schedule of Exchanges of Interests language if Note is in Global Form. 








 IN WITNESS WHEREOF, the Issuer has caused this Note to be signed by its duly authorized director,
officer or other authorized signatory. 
  

			
	MARLIN INTERMEDIATE HOLDINGS PLC,
		
	by:	 	  

		 	Name:
		 	Title:



  
 A-1 








 Certificate of Authentication 

This is one of the 10.5% Senior Secured Notes due 2020 referred to in the within-mentioned Indenture. 

Dated:                      

 

			
	SIGNED for and on behalf of THE BANK OF NEW YORK MELLON, LONDON BRANCH, not in its personal capacity, but in its capacity as TRUSTEE,
		
	by:	 	  

		 	Authorized Signatory



  
 A-2 








 [Form of Reverse of Note] 

10.5% Senior Secured Notes due 2020 

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 

(1) Interest. Marlin Intermediate Holdings plc, a public limited company incorporated under the laws of England and Wales with its
registered office at Marlin House, 16-22 Grafton Road, Worthing, West Sussex, United Kingdom, BN11 1QP (the “Issuer”), promises to pay interest on the principal amount of this Note at 10.5% per annum from
            until maturity. The Issuer shall pay interest semi-annually in arrears on February 1 and August 1 of each year, or if any such day is not a Business Day, on the
next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance;
provided that the first Interest Payment Date shall be             . The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy
Law) on overdue principal and premium, if any, and on overdue installments of interest, if any (without regard to any applicable grace periods), from time to time on demand at the same rate to the extent lawful. Interest will be computed on the
basis of a 360-day year of twelve 30-day months. 
 (2) Method of Payment. The Issuer shall pay interest on the Notes to the Persons
who are registered Holders at the close of business on the January 15 or July 15 immediately preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as
provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium, if any, and interest at the office or agency of the Issuer maintained for such purpose as provided in the
Indenture or, at the option of the Issuer, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be
required with respect to principal of and interest and premium, if any, on all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Issuer or the Paying Agent. Such payment will be in such coin
or currency of the United Kingdom as at the time of payment is legal tender for payment of public and private debts. 
 (3) Paying Agent
and Registrar. Initially, The Bank of New York Mellon, London Branch will act as Principal Paying Agent and The Bank of New York Mellon (Luxembourg) S.A. will act as Registrar. The Issuer may change any Paying Agent or Registrar without notice
to any Holder. The Issuer or any of its Subsidiaries may act as Paying Agent or Registrar. 
 (4) Indenture. The Issuer issued the
Notes under an Indenture, dated as of July 25, 2013 (the “Indenture”), among, inter alios, the Issuer, the Trustee, the Guarantors parties thereto and the Security Agent. The terms of the Notes include those stated in
the Indenture. The Notes include all such terms, and Holders are referred to the Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling. The Notes are senior secured obligations of the Issuer. 

  
 A-3 








 (5) Optional Redemption. At any time and from time to time on or after August 1,
2016, the Issuer may redeem the Notes, in whole or in part, at its option, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to the applicable percentage of principal amount set forth below plus accrued and
unpaid interest and Additional Amounts, if any, to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the
twelve-month period beginning on August 1 of the years indicated below: 
  

					
	 Year
	  	Redemption
Price	 
	 2016
	  	 	107.875	% 
	 2017
	  	 	105.250	% 
	 2018
	  	 	102.625	% 
	 2019 and thereafter
	  	 	100.000	% 

 At any time and from time to time prior to August 1, 2016, the Issuer may redeem the Notes with the Net
Cash Proceeds received by the Company from any Equity Offering, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 110.5% plus accrued and unpaid interest, and Additional Amounts, if any, to the applicable
redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in an aggregate principal amount for all such redemptions not to exceed 35% of the original
aggregate principal amount of the Notes (including the principal amount of any Additional Notes); provided that: 

(1) in each case the redemption takes place not later than 120 days after the closing of the related Equity Offering, and 

(2) not less than 65% of the original aggregate principal amount of the Notes (including the principal amount of any Additional
Notes) remains outstanding immediately thereafter. 
 At any time prior to August 1, 2016, the Issuer may redeem the Notes in whole or
in part, at its option, upon not less than 10 nor more than 60 days’ prior notice at a redemption price equal to 100% of the principal amount of such Notes, plus the relevant Applicable Premium as of, and accrued and unpaid interest and
Additional Amounts, if any, to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). 

(6) Redemption for Taxation Reasons. The Issuer or Successor Company may redeem the Notes in whole, but not in part, at any time upon
giving not less than 10 nor more than 60 days’ notice to the Holders (which notice will be irrevocable) at a redemption price equal to 100% of the outstanding principal amount thereof, together with accrued and unpaid interest, if any, to, but
excluding, the date fixed for redemption (a “Tax Redemption Date”) (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant 

  
 A-4 








 
interest payment date) and all Additional Amounts, if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if any, if as a result of:

  

	 	(a)	any change in, or amendment to, the law (or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction affecting taxation; or 


 

	 	(b)	any change in, or amendment to, the application, administration or interpretation of such laws, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction or a change
in published administrative practice) of a Relevant Taxing Jurisdiction (each of the foregoing in clauses (1) and (2), a “Change in Tax Law”); 


the Issuer, Successor Company or Guarantor are, or on the next interest payment date in respect of the Notes would be, required to pay any Additional Amounts,
and such obligation cannot be avoided by taking reasonable measures available to the Issuer, Successor Company or Guarantor (including, for the avoidance of doubt, the appointment of a new Paying Agent where this would be reasonable and, in the case
of a payment by a Guarantor, having the Issuer or another Guarantor make the payment, but not including assignment of the obligation to make payment with respect to the Notes). In the case of redemption due to withholding as a result of a Change in
Tax Law in a jurisdiction that is a Relevant Taxing Jurisdiction at the date of the Offering Memorandum, such Change in Tax Law must become effective on or after the date of the Offering Memorandum. In the case of redemption due to withholding as a
result of a Change in Tax Law in a jurisdiction that becomes a Relevant Taxing Jurisdiction after the date of the Offering Memorandum, such Change in Tax Law must become effective on or after the date the jurisdiction becomes a Relevant Taxing
Jurisdiction. Notice of redemption for taxation reasons will be published in accordance with Section 3.03 of the Indenture. Notwithstanding the foregoing, no such notice of redemption will be given (a) earlier than 90 days prior to the
earliest date on which the Payor would be obliged to make such payment of Additional Amounts and (b) unless at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. Prior to the publication or mailing
of any notice of redemption of the Notes pursuant to the foregoing, the Issuer or Successor Company shall deliver to the Trustee (a) an Officer’s Certificate stating that it is entitled to effect such redemption and setting forth a
statement of facts showing that the conditions precedent to its right so to redeem have been satisfied and that it would not be able to avoid the obligation to pay Additional Amounts by taking reasonable measures available to it and (b) an
opinion of an independent tax counsel of recognized standing to the effect that the Issuer, Successor Company or Guarantor has or have been or will become obligated to pay Additional Amounts as a result of a Change in Tax Law. The Trustee shall
accept such Officer’s Certificate and opinion as sufficient evidence of the existence and satisfaction of the conditions precedent described above, without further inquiry, in which event it will be conclusive and binding on the Holders. 

(7) Mandatory Redemption. The Issuer is not required to make mandatory redemption payments or sinking fund payments with respect to the
Notes. 

  
 A-5 








 (8) Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control,
unless the Issuer has unconditionally exercised its right to redeem all the Notes pursuant to Section 3.07 of the Indenture or all conditions to such redemption have been satisfied or waived, each Holder shall have the right to require the
Issuer to purchase all or part (equal to £100,000 or an integral multiple of £1,000 in excess thereof) of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid
interest thereon, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). No later than 60 days following any Change of Control, the
Issuer shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as set forth in the Indenture. 

(b) In the event of an Asset Disposition that requires the purchase of Notes pursuant to Section 4.10 of the Indenture, the Issuer shall
be required to make an Asset Disposition Offer pursuant to Sections 3.09 and 4.10(b) of the Indenture to all Holders and, to the extent the Issuer elects, to all Holders of other outstanding Pari Passu Indebtedness, to purchase the maximum
principal amount of Notes (and any such Pari Passu Indebtedness) that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any,
to, but not including, the date of purchase, in accordance with Section 3.09 of the Indenture or the agreements governing the Pari Passu Indebtedness, as applicable, and in minimum denominations of £100,000 and in integral multiples of
£1,000 in excess thereof. 
 (9) Notice of Redemption. Notice of redemption shall be given in accordance with Section 3.03
of the Indenture and the effect of notice of redemption is set forth in Section 3.04 of the Indenture. 
 (10) Denominations,
Transfer, Exchange. The Notes are in registered form without coupons in minimum denominations of £100,000 and integral multiples of £1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents. The Registrar may not require a Holder to pay any taxes and fees, except as otherwise set
forth in the Indenture. The Registrar need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Registrar need not exchange or
register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date. 

(11) Security. The Initial Notes and Additional Notes are treated as a single class of securities under the Indenture and shall be
secured by Liens and security interests, subject to Permitted Collateral Liens, in the Collateral on the terms and conditions set forth in the Indenture, the Intercreditor Agreement and the Security Documents. The Security Agent holds the Collateral
in trust for the benefit of the Trustee and the Holders, in each case pursuant to the Security Documents and the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the terms of the Security Documents and the
Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture and authorizes and directs the Security Agent to enter into the Security Documents and the Intercreditor
Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewith. 

  
 A-6 








 (12) Persons Deemed Owners. The registered Holder of a Note may be treated as its owner
for all purposes, except as otherwise ordered by a court of competent jurisdiction. 
 (13) Amendment, Supplement and Waiver. The
provisions of the Indenture governing amendment, supplement and waiver are set forth in Article IX of the Indenture. 
 (14) Defaults
and Remedies. Events of Default and Remedies are set forth in Article VI of the Indenture. 
 (15) Trustee Dealings with
Issuer. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from and perform services for the Issuer or its Affiliates, and may otherwise deal with the Issuer or its Affiliates, as if it were not the Trustee.

 (16) No Recourse Against Others. No past, present or future director, officer, employee, incorporator or shareholder of the Issuer
or the Company or any of their respective Subsidiaries or Affiliates, as such, shall have any liability for any obligations of the Issuer, the Company or the Guarantors under the Note Documents, or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each Holder by accepting a Note waives and releases such liability. The waiver and release are part of the consideration for issuance of the Notes. 

(17) Authentication. This Note will not be valid until authenticated by the manual or facsimile signature of the Trustee or the
Authentication Agent. 
 (18) Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN
COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act). 

(19) ISIN Numbers and Common Codes. The Issuer has caused ISIN numbers and Common Codes to be printed on the Notes and the Trustee may
use ISIN numbers and Common Codes in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon. 
 (20) Governing Law. THIS NOTE WILL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 The Issuer shall furnish to any Holder upon written request and without charge a copy
of the Indenture. Requests may be made to: 

  
 A-7 








 Marlin Intermediate Holdings plc 

16-22 Grafton Road 
 Worthing 

West Sussex BN11 1QP 
 United
Kingdom 
 Facsimile: +44 1903 282 296 

Attention: Company Secretary 

  
 A-8 








 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
  

			
	(I) or (we) assign and transfer this Note to:	 	 

 (Insert assignee’s legal name) 
  

                          
                                         
                                         
                                         
                                         
                                         
                          

(Insert assignee’s soc. sec. or tax I.D. no.) 
  

                          
                                         
                                         
                                         
                                         
                                         
                          
  

                          
                                         
                                         
                                         
                                         
                                         
                          
  

                          
                                         
                                         
                                         
                                         
                                         
                          
  

                          
                                         
                                         
                                         
                                         
                                         
                          

(Print or type assignee’s name, address and zip code) 
  

			
	and irrevocably appoint	 	 

 to transfer this Note on the books of the Issuer. The agent may substitute another to act for him or her. 

Date:                 

 

	
	Your Signature:                                 
                                         
          
	(Sign exactly as your name appears on the face of this Note)


  

	
	Signature
Guarantee*:                                       
               

  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 


  
 A-9 








 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate
box below: 
  

			
	  ̈ Section 4.10
	  	 ̈ Section 4.15

 If you want to elect to have only part of the Note purchased by the Issuer pursuant to Section 4.10 or
Section 4.15 of the Indenture, state the amount you elect to have purchased: 
  

£                      

Date:                      

 

	
	Your Signature:                                 
                                         
          
	(Sign exactly as your name appears on the face of this Note)
	
	Tax Identification
No.:                                        
                               



  
 A-10 








 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL
NOTE1 
 The initial principal amount of this Global Note is £[•]. The
following increases or decreases in this Global Note have been made: 
  

									
	 Date of Increase/Decrease
	  	Amount of decrease in
Principal Amount
of this Global Note	  	Amount of increase in
Principal Amount
of this Global Note	  	Principal Amount
of this Global Note
following such increase
(or decrease)	  	Signature of authorized
officer of Trustee or
Custodian

  

 

	1 	Use the Schedule of Exchanges of Interests language if Note is in Global Form. 


  
 A-11 








 EXHIBIT B 

FORM OF CERTIFICATE OF TRANSFER 
 Marlin
Intermediate Holdings plc 
 16-22 Grafton Road 
 Worthing 

West Sussex BN11 1QP 
 United Kingdom 

The Bank of New York Mellon (Luxembourg) S.A. 
 Vertigo Building

 Polaris—2-4 rue Eugène Ruppert 
 L-2453
Luxembourg 
 Luxembourg 
 The Bank of New York Mellon, London
Branch 
 One Canada Square 
 London E14 5AL 

United Kingdom 
 Re: 10.5%
Senior Secured Notes due 2020 
 (144A Common Code: 080863209; Regulation S Common Code: 080863799; 

144A ISIN: XS0808632094; Regulation S ISIN: XS0808637994) 

Reference is hereby made to the Indenture, dated as of July 25, 2013 (the “Indenture”), among Marlin Intermediate
Holdings plc, a public limited company incorporated under the laws of England and Wales with its registered office at Marlin House, 16-22 Grafton Road, Worthing, West Sussex, United Kingdom, BN11 1QP (the “Issuer”), Marlin Financial
Group Limited, Marlin Financial Intermediate Limited, Marlin Financial Intermediate II Limited (the “Company”), a private limited company organized under the laws of England and Wales, certain subsidiaries of the Company from time
to time parties hereto, The Bank of New York Mellon, London Branch, as trustee (the “Trustee”) and The Royal Bank of Scotland plc, as security agent. Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture. 
             , (the “Transferor”) owns
and proposes to transfer the Note[s] or beneficial interest in such Note[s] specified in Annex A hereto, in the principal amount of £            (the “Transfer”), to
            (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that: 

[CHECK ALL THAT APPLY] 
 1.  ̈ Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Definitive Note Pursuant to Rule 144A. The Transfer is being effected pursuant to and in
accordance with Rule 144A under the Securities Act of 1933, as 

  
 B-1 








 
amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that
the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and
each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any
state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and in the Indenture and under the Securities Act. 
 2.  ̈ Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant
to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the
buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed
in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling
efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the 40 day “Distribution Compliance Period” under Regulation S, the transfer is not being made to a U.S. Person or for the account or benefit of
a U.S. Person (other than a “Distributor” as defined in Rule 902 of Regulation S) and the transferred beneficial interest will be held immediately after such Transfer through Euroclear or Clearstream, Luxembourg. Upon consummation of the
proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Regulation S Global
Note and/or the Definitive Note and in the Indenture and under the Securities Act. 
 3.  ̈ Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note. 

(a)  ̈ Check if Transfer is pursuant to Rule 144. (i) The Transfer is being
effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and
(ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of
the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in
the Indenture. 

  
 B-2 








 (b)  ̈ Check if Transfer
is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any
applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.
Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend
printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. 
 (c)  ̈ Check if Transfer is Pursuant to an Effective Registration Statement. The Transfer is being effected in compliance with the transfer restrictions contained in the Indenture and any applicable
blue sky securities laws of any state of the United States pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act. 

(d)  ̈ Check if Transfer is Pursuant to Other Exemption.
(i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. 

4.  ̈ Check if Transfer is to the Issuer or any of its Subsidiaries.
The transfer is being effected in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States. 

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer. 

 

			
	  

	[Insert Name of Transferor]
	By:	 	  

		 	Name:
		 	Title:


 Dated:
                     

  
 B-3 








 ANNEX A TO CERTIFICATE OF TRANSFER 

1. The Transferor owns and proposes to transfer the following: 

[CHECK ONE OF (a) OR (b)] 
  

	 	(a)	 ̈     a beneficial interest in the: 

  

	 	(i)	 ̈    144A Global Note (144A ISIN: XS0808632094, 144A Common Code: 080863209), or 


 

	 	(ii)	 ̈    Regulation S Global Note (Regulation S ISIN: XS0808637994, Regulation S Common Code: 080863799) 


 

	 	(b)	 ̈    a Restricted Definitive Note. 


2. After the Transfer the Transferee will hold: 

[CHECK ONE] 
  

	 	(a)	 ̈    a beneficial interest in the: 

  

	 	(i)	 ̈    144A Global Note (144A ISIN: XS0808632094, 144A Common Code: 080863209), or 


 

	 	(ii)	 ̈    Regulation S Global Note (Regulation S ISIN: XS0808637994, Regulation S Common Code: 080863799), or 


 

	 	(iii)	 ̈    Unrestricted Global Note (144A ISIN: [•], 144A Common Code: [•]); or 


 

	 	(b)	 ̈    a Restricted Definitive Note; or 

  

	 	(c)	 ̈    an Unrestricted Definitive Note, 

 in
accordance with the terms of the Indenture. 

  
 B-4 








 EXHIBIT C 

FORM OF CERTIFICATE OF EXCHANGE 
 Marlin
Intermediate Holdings plc 
 16-22 Grafton Road 
 Worthing 

West Sussex BN11 1QP 
 United Kingdom 

The Bank of New York Mellon (Luxembourg) S.A. 
 Vertigo Building

 Polaris—2-4 rue Eugène Ruppert 
 L-2453
Luxembourg 
 Luxembourg 
 The Bank of New York Mellon, London
Branch 
 One Canada Square 
 London E14 5AL 

United Kingdom 
 Re: 10.5%
Senior Secured Notes due 2020 
 (144A Common Code: 080863209; Regulation S Common Code: 080863799; 

144A ISIN: XS0808632094; Regulation S ISIN: XS0808637994) 

Reference is hereby made to the Indenture, dated as of July 25, 2013 (the “Indenture”), among Marlin Intermediate
Holdings plc, a public limited company incorporated under the laws of England and Wales with its registered office at Marlin House, 16-22 Grafton Road, Worthing, West Sussex, United Kingdom, BN11 1QP (the “Issuer”), Marlin Financial
Group Limited, Marlin Financial Intermediate Limited, Marlin Financial Intermediate II Limited (the “Company”), a private limited company organized under the laws of England and Wales, certain subsidiaries of the Company from time
to time parties hereto, The Bank of New York Mellon, London Branch, as trustee (the “Trustee”) and The Royal Bank of Scotland plc, as security agent. Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture. 
             (the “Owner”) owns and
proposes to exchange the Note[s] or beneficial interest in such Note[s] specified herein, in the principal amount of £             (the “Exchange”). In connection
with the Exchange, the Owner hereby certifies that: 
 1. Exchange of Restricted Definitive Notes or Beneficial Interests in a
Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note. 
 (a)  ̈ Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial
interest in a Restricted Global Note for a beneficial interest in an 

  
 C-1 








 
Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer,
(ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”),
(iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is
being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 
 (b)  ̈ Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a
Restricted Global Note for an Unrestricted Definitive Note in an equal principal amount, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

 (c)  ̈ Check if Exchange is from Restricted Definitive Note to
beneficial interest in an Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies
(i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to
and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial
interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 

(d)  ̈ Check if Exchange is from Restricted Definitive Note to
Unrestricted Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note in an equal principal amount, the Owner hereby certifies (i) the Unrestricted Definitive Note is
being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the United States. 

  
 C-2 








 2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted
Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes. 
 (a)  ̈ Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a
Restricted Global Note for a Restricted Definitive Note in an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the
proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note
and in the Indenture and under the Securities Act. 
 (b)  ̈
Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE]  ̈ 144A Global Note,  ̈ Regulation S Global Note, in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for
the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in
compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and under the Securities Act. 

  
 C-3 








 This certificate and the statements contained herein are made for your benefit and the benefit of
the Issuer. 
  

			
	  

	[Insert Name of Transferor]
		
	by:	 	  

		 	Name:
		 	Title:


 Dated:
                     

  
 C-4 








 EXHIBIT D 

FORM OF SUPPLEMENTAL INDENTURE 

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of [•], among [name of New Guarantor[s]] (the
“New Guarantor”), MARLIN INTERMEDIATE HOLDINGS PLC, a public limited company incorporated under the laws of England and Wales with its registered office at Marlin House, 16-22 Grafton Road, Worthing, West Sussex, United Kingdom,
BN11 1QP (the “Issuer”), MARLIN FINANCIAL GROUP LIMITED, a private limited company organized under the laws of England and Wales, MARLIN FINANCIAL INTERMEDIATE LIMITED, a private limited company organized under the laws of England
and Wales, MARLIN FINANCIAL INTERMEDIATE II LIMITED, a private limited company organized under the laws of England and Wales (the “Company”), certain subsidiaries of the Company from time to time parties hereto, THE BANK OF NEW YORK
MELLON, LONDON BRANCH, as trustee (the “Trustee”), under the Indenture referred to below, and THE ROYAL BANK OF SCOTLAND PLC, as security agent. 

WITNESSETH: 
 WHEREAS the Issuer,
the Company, and the Trustee are parties to an Indenture, dated as of July 25, 2013, as amended (as amended, supplemented, waived or otherwise modified (the “Indenture”), providing for the issuance of the Issuer’s 10.5%
Senior Secured Notes due 2020; 
 WHEREAS, pursuant to Section 4.16 of the Indenture, each New Guarantor is required to execute a
supplemental Indenture; 
 WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee and the Issuer are authorized to execute and
deliver this Guarantee Agreement; 
 NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the New Guarantor, the Issuer, and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows: 

1. Definitions. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Indenture. 

2. Agreement to Guarantee. Pursuant to, and subject to the provisions of, Article XI of the Indenture, [each][the] New Guarantor
(which term includes each other New Guarantor that hereinafter guarantees the Notes pursuant to the terms of the Indenture) hereby unconditionally and irrevocably guarantees, jointly and severally with each other New Guarantor and all Guarantors, to
each Holder and to the Trustee and their successors and assigns to the extent set forth in the Indenture and subject to the provisions thereof (a) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by
redemption or otherwise, of all obligations of the Issuer under the Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of, or interest, premium, if any, on, the Notes and all other monetary obligations
of the Issuer under the Indenture and the Notes and (b) the full and 

  
 D-1 








 
punctual performance within applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under the Indenture and the Notes (all the
foregoing being hereinafter collectively called the “Guaranteed Obligations”). [Each][The] New Guarantor further agrees that the Guaranteed Obligations maybe extended or renewed, in whole or in part, without notice or further assent
from such New Guarantor and that such New Guarantor[s] will remain bound under Article XI of the Indenture, notwithstanding any extension or renewal of any Guaranteed Obligation. 

The Guaranteed Obligations of [each][the] New Guarantor to the Holders of Notes and to the Trustee pursuant to the Indenture as supplemented
hereby, are expressly set forth in Article XI of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee. 

[Relevant limitations imposed by local law analogous to Section 11.02 of the Indenture to be inserted, if and as applicable]. 

3. Ratification of Indenture: Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all
respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and each Holder of Notes, by accepting the
Notes whether heretofore or hereafter authenticated and delivered (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate
to effectuate the subordination as provided in the Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose; provided, however, that [the][each] New Guarantor and each Guarantor shall be released
from all its obligations with respect to this Guarantee in accordance with the terms of the Indenture, including Section 11.08 of the Indenture and upon any defeasance of the Notes in accordance with Article VIII of the Indenture. 

4. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK. 
 5. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this
Supplemental Indenture. The recitals of fact contained herein shall be treated as statements of the other parties hereto and not the Trustee. 

6. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement. 
 7. Effect of Headings. The Section headings herein are for convenience only and
shall not affect the construction thereof. 

  
 D-2 








 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written. 
  

			
	[NAME OF NEW GUARANTOR], as New Guarantor,
		
	 by
	 	  

		 	Name:
		 	Title:
	
	MARLIN INTERMEDIATE HOLDINGS PLC,
		
	 by
	 	  

		 	Name:
		 	Title:
	
	MARLIN FINANCIAL GROUP LIMITED,
		
	 by
	 	  

		 	Name:
		 	Title:
	
	MARLIN FINANCIAL INTERMEDIATE LIMITED,
		
	 by
	 	  

		 	Name:
		 	Title:
	
	MARLIN FINANCIAL INTERMEDIATE II LIMITED,
		
	 By
	 	  

		 	
		 	Name:
		 	Title:



  
 D-3 








 
			
	 SIGNED for and on behalf of
 THE
BANK OF NEW YORK MELLON, LONDON BRANCH,
 as Trustee,

		
	 by
	 	  

		 	Name:
		 	Title:



  
 D-4 








 EXHIBIT E 

AGREED SECURITY PRINCIPLES 
 1.
SECURITY PRINCIPLES 
  

	 	(a)	The Note Guarantees and security to be provided pursuant to this Indenture will be given in accordance with the security principles set out herein (the “Agreed Security Principles”).


  

	 	(b)	The Agreed Security Principles embody recognition by all parties that there may be certain legal and practical difficulties in obtaining security and Note Guarantees from all proposed grantors of security and Note
Guarantees (the “Grantors”) in every jurisdiction in which the Grantors are incorporated. In particular: 

  

	 	(i)	general statutory limitations, capital maintenance, financial assistance, corporate benefit, fraudulent preference, “thin capitalisation” rules, retention of title claims and similar principles may limit the
ability of a Grantor to provide Note Guarantees or security or may require that the Note Guarantees or security be limited by an amount or otherwise. The Company shall use reasonable endeavors to assist in demonstrating that adequate corporate
benefit accrues to each Grantor. Limitation language will be included in respect of all Note Guarantees and Security Documents limiting the liability under the Note Guarantees and the enforceability of the security as required or customary under
applicable law; 

  

	 	(ii)	the Liens and extent of their perfection will be agreed taking into account the cost to the Company and its Restricted Subsidiaries of providing security so as to ensure that it is proportionate to the benefit accruing
to the Secured Parties (as defined in the Intercreditor Agreement); 

  

	 	(iii)	any assets subject to third party arrangements which are not prohibited by the Debt Documents (as defined in the Intercreditor Agreement) and which prevent those assets from being granted as security will be excluded in
any relevant Security Document provided that reasonable endeavors to obtain consent to grant security interests over any such assets shall be used by the relevant Grantor if the relevant asset is material, and provided further that
when making an acquisition of Capital Stock or other ownership interests in a company representing more than 50.1% but less than 100% of the issued Capital Stock or other ownership interests of such company (or of a business or undertaking carried
on as a going concern) such that following the acquisition the entity would constitute a Restricted Subsidiary, neither the Company nor any of its Restricted Subsidiaries shall enter into any agreement or undertaking at the time of such acquisition
with a minority shareholder that prevents such entities from providing guarantees and security as contemplated in Sections 4.16 and 4.19, respectively; 


  
 E-1 









	 	(iv)	Grantors shall not be required to give Note Guarantees or enter into Security Documents to the extent that it would conflict with the fiduciary duties of their directors or officers or contravene any legal or regulatory
prohibition, including that of the Solicitors Regulation Authority, or result in a risk of personal or criminal liability on the part of any director or officer; 

  


	 	(v)	perfection of Liens, when required pursuant to these Agreed Security Principles, and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Security
Documents or (if earlier or to the extent no such time periods are specified in the Security Documents) within the time periods specified by applicable law in order to ensure due perfection. The perfection of Liens granted will not be required if it
would have an unreasonable adverse effect on the ability of the relevant Grantor to conduct its operations and business in the ordinary course as to the extent not otherwise prohibited by the Debt Documents. The registration of security interests in
intellectual property will (at all times subject to paragraph (iii) above and (c) below) only be in respect of material intellectual property in jurisdictions to be agreed; 


 

	 	(vi)	the maximum Guaranteed or secured amount may be limited to minimize stamp duty, notarization, registration or other applicable fees, taxes and duties as well as the tax cost to the Company and its Restricted
Subsidiaries where the benefit of increasing the Guaranteed or secured amount is disproportionate to the level of such fee, taxes and duties or tax cost to the Company and its Restricted Subsidiaries; 


 

	 	(vii)	no perfection action will be required in jurisdictions where Grantors are not incorporated; 

  

	 	(viii)	where a class of assets to be secured includes material and immaterial assets, if the cost of granting Liens over the immaterial assets is disproportionate to the benefit of such Liens, Liens will be granted over the
material assets only; 

  

	 	(ix)	unless granted under a global Security Document governed by the law of the jurisdiction of the Issuer or a Guarantor or under English law or as otherwise required by applicable law, all Security Documents (other than
share security over subsidiaries of the relevant Grantor and other assets of the relevant Grantor incorporated or located in jurisdictions other than the jurisdiction of incorporation of the Grantor) shall be governed by the law of the jurisdiction
of incorporation of that Grantor; 

  

	 	(x)	the Security Agent shall hold one set of security for the Secured Parties; and 


  
 E-2 









	 	(xi)	the Company shall be responsible for costs and expenses reasonably incurred by the Secured Parties and the Company and its Restricted Subsidiaries (including reasonable legal expenses, disbursements, registration costs
and all taxes, duties and fees (notarial or otherwise)) in respect of Note Guarantees and security. 

  

	 	(c)	The Security Agent or the Secured Parties, as the case may be, shall promptly discharge any Note Guarantees and release any Liens which is or are subject to any legal or regulatory prohibition as is referred to in
paragraph (b)(iv) above. 

 2. GRANTORS AND SECURITY 
  

	 	(a)	Each Note Guarantee will be an upstream, cross-stream and downstream Guarantee and each Note Guarantee and security will be for all liabilities of the Issuer, the Guarantors and any Grantors pursuant to the relevant
Debt Documents in accordance with, and subject to the requirements of the Agreed Security Principles in each relevant jurisdiction. 

  

	 	(b)	To the extent possible, all security shall be given in favor of the Security Agent and not the Secured Parties individually. “Parallel debt” provisions will be used where necessary; such provisions will be
contained in the Intercreditor Agreement or the relevant transaction document and not the individual Security Documents unless required under local laws. 


3. TERMS OF SECURITY DOCUMENTS 
 The
following principles will be reflected in the terms of any security taken for the benefit of the Holders of the Notes under this Indenture: 
  

	 	(a)	the security will be first ranking, to the extent possible; 

  

	 	(b)	security will not be enforceable unless an event of default (howsoever described) has occurred and notice of acceleration has been given pursuant to Section 6.02 of this Indenture or any equivalent provision of any
other Primary Finance Documents (as defined in the Intercreditor Agreement) (a “Notes Relevant Acceleration Event”); 

  

	 	(c)	the Security Agent will be entitled, where the relevant Grantor fails to fulfill its obligations under a Security Document (after the expiry of any applicable grace period), to perfect the Liens, where such perfection
is contemplated under these principles and the Security Document; 

  

	 	(d)	the Security Documents shall only operate to create Liens rather than to impose new commercial obligations. Accordingly, they shall not contain additional representations or undertakings (such as in respect of title,
validity, insurance, maintenance of assets, information or the payment of costs) unless the same are required for the creation or perfection of the Liens or the assets subject to the Liens and shall not operate so as to prevent transactions which
are otherwise permitted under the Debt Documents or to require additional consents, authorizations or notifications; 


  
 E-3 









	 	(e)	prior to an Event of Default that has occurred and is continuing (or in the case of Clauses 4 (Bank Accounts), 6 (Insurance Policies), 7 (Intellectual Property) and 9 (Trade Receivables)
only, prior to a Notes Relevant Acceleration Event), the provisions of each Security Document will not be unduly burdensome on the Grantor or interfere unreasonably with the operation of its business; 


 

	 	(f)	the Security Agent shall only be able to exercise a power of attorney following an Event of Default that has occurred and is continuing (or in the case of Clauses 4 (Bank Accounts), 6 (Insurance Policies),
7 (Intellectual Property) and 9 (Trade Receivables) only, after a Notes Relevant Acceleration Event) or if the relevant Grantor has failed to comply with a further assurance or perfection obligation (after the expiry of any applicable
grace period); 

  

	 	(g)	Security Documents, will where possible and practical, automatically create Liens over future assets of the same type as those already secured; 


 

	 	(h)	Information, such as lists of assets, will be provided if, in the opinion of counsel to the Trustee or Security Agent, these are required by local law to be provided to perfect or register the security or to ensure the
security can be enforced and, unless required to be provided by local law more frequently, in that case be provided annually or, following an Event of Default which is continuing, on the Security Agent’s reasonable request provided that
no such regular information is required to be provided in respect of assets located in the United Kingdom. 

 4. BANK ACCOUNTS 

 

	 	(a)	If a Grantor grants Liens over its bank accounts it shall be free to deal with those accounts in the ordinary course of its business until a Notes Relevant Acceleration Event (or until a later event has occurred as
agreed upon in the relevant Security Document). 

  

	 	(b)	In relation to any bank accounts opened prior to the Issue Date, notice of the Liens will be served on the account bank after a Notes Relevant Acceleration Event, if so requested by the Security Agent. There will be no
restriction on the closure of any bank accounts which are no longer required by the Company and its Restricted Subsidiaries. 

  

	 	(c)	In relation to any bank accounts opened after the Issue Date, notice of the Liens shall be served on the account bank promptly after such bank account is opened and the Grantor shall use reasonable endeavors to obtain
an acknowledgement by such account bank, if so requested by the Security Agent. 

  

	 	(d)	Any Lien over bank accounts may be subject to any prior security interests in favor of the account bank which are created either by law or in the standard terms and conditions of the account bank. 


  
 E-4 









	 	(e)	No Lien shall be granted over monies standing to the credit of a bank account where such money is held on trust for third parties. 


5. FIXED ASSETS 
  

	 	(a)	If a Grantor grants Liens over its fixed assets it shall be free to deal with those assets in the course of its business until an Event of Default has occurred and is continuing. 


 

	 	(b)	No notice whether to third parties or by attaching a notice to the fixed assets shall be prepared or given until an Event of Default has occurred and is continuing. 


 

	 	(c)	If required under local law, Liens over fixed assets will be registered subject to the general principles set out in these Agreed Security Principles. 


6. INSURANCE POLICIES 
  

	 	(a)	Subject to these Agreed Security Principles, each Grantor shall grant Liens over its insurance policies (other than third party liability and public liability insurance) in relation to assets that are also subject to
Liens. No Lien will be granted over any insurance policies which cannot be secured under local law or under the terms of the relevant policy. Insurance claims will be collected by the Grantor in the ordinary course of business until a Notes Relevant
Acceleration Event. 

  

	 	(b)	Notice of the Liens will be served on the insurance provider after a Notes Relevant Acceleration Event, if so requested by the Security Agent. 


7. INTELLECTUAL PROPERTY 
  

	 	(a)	If a Grantor grants Liens over its 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 and if permitted by this Indenture) until a Notes Relevant Acceleration Event. 

  

	 	(b)	No Lien 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 a Notes Relevant Acceleration Event. 

  

	 	(c)	If required under local law, security over intellectual property will be registered under the law of that security document or at a relevant supra-national registry (such as the EU) subject to the general principles set
out in these Agreed Security Principles. 


  
 E-5 








 8. INTERCOMPANY RECEIVABLES 
  

	 	(a)	If a Grantor grants Liens over its intercompany receivables from time to time it shall be free to deal with those receivables in the course of its business (subject to the Debt Documents) until an Event of Default has
occurred and is continuing. 

  

	 	(b)	Notice of the Liens will be served on the intercompany debtor as follows: 

 in the case of an
intercompany receivable in excess of £3,000,000 (or its equivalent) after an Event of Default has occurred and is continuing, if so requested by the Security Agent; and 

in the case of an intercompany receivable less than £3,000,000 (or its equivalent) after a Notes Relevant Acceleration Event, if so
requested by the Security Agent. 
 9. TRADE RECEIVABLES 
  

	 	(a)	If a Grantor grants Liens over its trade receivables it shall be free to deal with those receivables in the course of its business until a Notes Relevant Acceleration Event. 


 

	 	(b)	No notice of Security shall be served on a debtor until a Notes Relevant Acceleration Event, including for the avoidance of doubt, upon the underlying debtors in Portfolio Assets. 


 

	 	(c)	No Liens will be granted over any trade receivables which cannot be secured or assigned under the terms of the relevant contract. 

  

	 	(d)	Nothing contained in the relevant Security Documents shall cause the Grantor to violate any applicable data protection laws. 


10. SHARES / PARTNERSHIP INTEREST 
  

	 	(a)	The Security Document will be governed by the laws of the person whose shares or partnership interests are being secured and not by the law of the country of the person granting the Liens. 


 

	 	(b)	Until an Event of Default has occurred and is continuing, the Grantor will be permitted to retain and to exercise voting rights to any shares or partnership interests pledged by it in a manner which does not materially
adversely affect the validity or enforceability of the Liens and the company whose shares or partnership interests have been pledged will, subject to the terms of the Debt Documents, as applicable, be permitted to pay dividends (with the proceeds to
be available to the recipient). 


  
 E-6 









	 	(c)	Where customary, on or as soon as reasonably practicable after the date of execution of the share pledge (and in any event within the time periods specified in the Security Documents), the share certificate and a stock
transfer form executed in blank will be provided to the Security Agent (as applicable). 

  

	 	(d)	Unless the restriction is required by law, the constitutional documents of the company whose shares or partnership interests have been pledged will be amended to remove any restriction on the transfer or the
registration of the transfer of the shares on enforcement of the Liens granted over them. 

 11. REAL ESTATE 

 

	 	(a)	There will be no Liens granted over real estate other than (i) real estate which, immediately prior to the Issue Date, is charged to secure the Existing Revolving Credit Facility, the HayFin Facility and the PIK
Facility and (ii) after the Issue Date, any other real estate acquired by the Issuer or Guarantors subject to these Agreed Security Principles. 

  

	 	(b)	Subject to these Agreed Security Principles, each Grantor shall use its reasonable endeavors to obtain any consent required to grant Liens over its real estate but will be under no obligation to obtain such consent if
the granting of the Liens would contravene any legal prohibition. 

  

	 	(c)	In respect of any real estate security to be granted, there will be no obligation to investigate title, register mortgages with land registries, provide surveys or other insurance or environmental diligence.


 12. RELEASE OF SECURITY 

Other than release of the Liens upon final payment in full of all the obligations secured by the Liens (and no Secured Party having any actual
or contingent liability to advance further monies to, or incur liabilities on behalf of, any Debtor (as defined in the Intercreditor Agreement) under the Primary Finance Documents), no circumstances in which the Liens shall be released should be
dealt with in individual Security Documents unless required by local law. If so required, such circumstances shall, except to the extent required by local law, be the same as those set out in the Intercreditor Agreement or this Indenture. 

  
 E-7