Exhibit 4.6


 


EXECUTION
VERSION


 


	
        14 October 2020

         

        RED
        FOOTBALL LIMITED

        as the Company

         

        with

         

        SANTANDER
        UK PLC

        as Original Lender

         

        SANTANDER
        UK PLC

        as Agent

         

        and

         

        BANK
        OF AMERICA MERRILL LYNCH INTERNATIONAL DESIGNATED ACTIVITY COMPANY

        as Security Trustee

         

	

                                                                                 

                                                                                REVOLVING FACILITY AGREEMENT

                                                                                 

	
         

          

        99 Bishopsgate

        London EC2M 3XF

        United Kingdom

        Tel: +44.20.7710.1000

        www.lw.com




 






     


     


    

 


CONTENTS


  


	Clause	 	Page
	 	 	 
	1.	Definitions
                                         and Interpretation	1



 


		2.	The FacilitY	35



 


		3.	Purpose	38



 


		4.	Conditions of Utilisation	38



 


		5.	Utilisation - Loans	39



 


		6.	[RESERVED]	39



 


		7.	[RESERVED]	39



 


		8.	[RESERVED]	39



 


		9.	[RESERVED]	39



 


		10.	Repayment	40



 


		11.	Illegality, Voluntary Prepayment and Cancellation	41



 


		12.	Mandatory Prepayment	43



 


		13.	Restrictions	44



 


		14.	Interest	45



 


		15.	Interest Periods	46



 


		16.	Changes to the Calculation of Interest	46



 


		17.	Fees	48



 


		18.	Tax Gross-Up and Indemnities	50



 


		19.	Increased Costs	60



 


		20.	Other Indemnities	63



 


		21.	Mitigation by the Lenders	64



 


		22.	Costs and Expenses	64



 


		23.	Guarantee and Indemnity	66



 


		24.	Representations	70



 


		25.	Information Undertakings	75



 


		26.	Financial Covenant	82



 


		27.	General Undertakings	86



 


		28.	Events of Default	92



 


		29.	Changes to the Lenders	96



 


		30.	Restriction on Debt Purchase Transactions	101



 


		31.	Changes to the Obligors	103



 


		32.	Role of the Agent and Others	108



 


		33.	Conduct of Business by the Finance Parties	118



 


		34.	Sharing among the Finance Parties	119



 


		35.	Payment Mechanics	121



 






     


     


    

 


		36.	Set-Off	124



 


		37.	Notices	124



 


		38.	Calculations and Certificates	127



 


		39.	Partial Invalidity	127



 


		40.	Remedies and Waivers	128



 


		41.	Amendments and Waivers	128



 


		42.	Confidentiality	134



 


		43.	CONFIDENTIALITY OF FUNDING RATES AND REFERENCE BANK QUOTATIONS	137



 


		44.	Counterparts	139



 


		45.	Governing Law	140



 


		46.	Enforcement	140



 


		47.	USA PATRIOT ACT	141



 


	Schedule 1	 	 	142




 


The
Original Parties


 


	Schedule 2	 	 	144




 


Conditions
Precedent


 


	Schedule 3	 	 	148




 


Requests
and Notices


 


	Schedule 4	 	 	149




 


Agreed
Security Principles


 


	Schedule 5	 	 	154




 


Form of
Transfer Certificate


 


	Schedule 6	 	 	158




 


Form of
Assignment Agreement


 


	Schedule 7	 	 	162




 


Form of
Accession Deed


 


	Schedule 8	 	 	165




 


Form of
Resignation Letter


 


	Schedule 9	 	 	167




 


Form of
Compliance Certificate


 


	Schedule 10	 	 	169




 


		Timetables	



 


	Schedule
    11	 	 	170
	 	 	 	 
	Schedule
    12	 	 	171




 


		[reserved]	



	 	 	 
	Schedule
    13	 	 	172
	 	 	 	 
	Forms
    of Notifiable Debt Purchase Transaction Notice	 	 	 



 






     


     


    

 


	Schedule
    14	 	 	174
	 	 	 	 
	Table
    of values for X	 	 	 
	 	 	 	 
	Schedule
    15	 	 	175
	 	 	 	 
	Restrictive
    Covenants	 	 	 
	 	 	 	 
	Schedule
    16	 	 	216
	 	 	 	 
	Additional
    Events of Default	 	 	 
	 	 	 	 
	Schedule
    17	 	 	217
	 	 	 	 
	Form of
    Increase Confirmation	 	 	 
	 	 	 	 
	Schedule
    18	 	 	220
	 	 	 	 
	Screen
    Rate contingency Periods	 	 	 




 









     


     


    

 


 




 


THIS
AGREEMENT is dated 14 October 2020 and made between:


 


	(1)	RED FOOTBALL LIMITED (registered number 5370076) (the “Company”);



 


	(2)	MANCHESTER UNITED FOOTBALL CLUB LIMITED (registered number 00095489) (“MUFC”)
as original borrower (the “Original Borrower”);



 


	(3)	THE SUBSIDIARIES of the Company listed in Part 1 of Schedule 1 (The Original Parties)
as original guarantors (together with the Company, the “Original Guarantors”);



 


	(4)	THE FINANCIAL INSTITUTION listed in Part 2 of Schedule 1 (The Original Parties)
as lender (the “Original Lender”);



 


		(5)	SANTANDER UK PLC as agent of the other Finance Parties (the “Agent”);
and



 


		(6)	BANK OF AMERICA MERRILL
LYNCH INTERNATIONAL DESIGNATED ACTIVITY COMPANY as security trustee for the Secured Parties (the “Security
Trustee”).



 


IT
IS AGREED as follows:


 


SECTION 1


 


INTERPRETATION


 


		1.	Definitions and Interpretation



 


		1.1	Definitions



 


In this Agreement:


 


“2015 Closing Date”
has the meaning given to that term in Schedule 15 (Restrictive Covenants).


 


“Acceleration Event”
means, following the occurrence of an Event of Default which is then continuing


 


		(a)	the Agent:



 


		(i)	giving a notice of acceleration pursuant to, and in accordance with, paragraph (a)(ii) or
(a)(iv) (but only if such notice relates to the enforcement of Transaction Security) of Clause 28.9 (Acceleration);
or



 


		(ii)	having previously placed any part of the Facility on demand pursuant to, and in accordance with,
paragraph (a)(iii) of Clause 28.9 (Acceleration), making a demand for payment as referred to therein,



 


which notice or demand has not
been withdrawn, cancelled or otherwise ceased to have effect; or


 


		(b)	any amount becoming immediately and automatically due and payable pursuant to paragraph (b) of
28.9 (Acceleration) unless prior to such amount becoming immediately and automatically due and payable the operation of
paragraph (b) of Clause 28.9 (Acceleration) is waived by the Majority Lenders.



 






    1 


     


    

 


“Acceptable Bank”
means:


 


		(a)	a bank or financial institution which has a rating for its unsecured and non credit-enhanced debt
obligations of BBB or higher by Standard & Poor’s Rating Services, BBB or higher by Fitch Ratings or Baa2 or higher
by Moody’s Investor Services Limited or a comparable rating from an internationally recognised credit rating agency;



 


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



 


		(c)	any other bank or financial institution approved by the Agent (acting reasonably).



 


“Accession Deed”
means a document substantially in the form set out in Schedule 7 (Form of Accession Deed).


 


“Accounting Principles”
means:


 


		(a)	in relation to the consolidated financial statements of the Group, IFRS; and



 


		(b)	in relation to any member of the Group, generally accepted accounting principles in the jurisdiction
of incorporation of the relevant member of the Group or IFRS.



 


“Accounting Reference
Date” means 30 June.


 


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


 


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


 


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


 


“Additional Shareholder
Funding” means the net cash proceeds received by the Company of:


 


		(a)	any subscription for shares in the capital of the Company or capital contribution to the Company
that does not result in the occurrence of a Change of Control; and/or



 


		(b)	any debt advanced to the Company by any direct or indirect Holding Company of the Company or any
Investor Affiliate provided after the Closing Date and subordinated on the terms of the Intercreditor Agreement as Subordinated
Liabilities (as defined therein) or on other terms acceptable to the Agent (acting reasonably).



 


“Adjustments”
means “Adjustments” as defined in Schedule 14 (Table of values for X).


 


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


 


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


 


“Agreed Security Principles”
means the agreed security principles set out in Schedule 4 (Agreed Security Principles).


 


“Alternative Reference
Bank Rate” means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at
its request by the Alternative Reference Banks:


 






    2 


     


    

 


		(a)	(other than where paragraph (b) below applies) as the rate at which the relevant Alternative
Reference Bank could borrow funds in the London interbank market in the relevant currency and for the relevant period were it to
do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period;
or



 


		(b)	if different, as the rate (if any and applied to the relevant Alternative Reference Bank and the
relevant currency and period) which contributors to the applicable Screen Rate are asked to submit to the relevant administrator.



 


“Alternative Reference
Banks” means:


 


		(a)	the principal London offices of up to three banks as may be appointed by the Company with the consent
of the Agent (such consent not to be unreasonably withheld and deemed given if not expressly refused within five Business Days
of the Company giving the Agent notice that it wishes to appoint any such bank) from time to time provided that each such appointed
bank has confirmed that it is able to act in such capacity; or



 


		(b)	such other banks as may be appointed by the Agent in consultation with the Company.



 


“Annual Financial Statements”
has the meaning ascribed to such term in Clause 25 (Information Undertakings).


 


“Anti-Corruption
Laws” means all laws, rules, and regulations of any jurisdiction applicable to a Borrower or its Subsidiaries
from time to time concerning or relating to bribery or corruption.


 


“Anti-Money
Laundering Laws” means all applicable financial record keeping and reporting requirements and money laundering
statutes in all jurisdictions in which the Company and its subsidiaries conduct business, the rules and regulations thereunder
and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency.


 


“Assigned Account”
means any Mandatory Prepayment Account (as defined in any Debt Document (as defined in the Intercreditor Agreement)) and any other
account that may from time to time be identified in writing as an Assigned Account by the Security Trustee and the Company in accordance
with the terms of the applicable Transaction Security Documents, including any renewal or redesignation of such accounts.


 


“Assignment Agreement”
means an agreement substantially in the form set out in Schedule 6 (Form of Assignment Agreement) or any other form
agreed between the relevant assignor, assignee and the Company provided that if that other form does not contain the undertaking
set out in the form set out in Schedule 6 (Form of Assignment Agreement) it shall not be a Creditor/Creditor Representative
Accession Undertaking as defined in, and for the purposes of, the Intercreditor Agreement.


 


“Auditors”
means an accounting firm of international standing appointed by the Company (which shall include, for the avoidance of doubt, the
auditors of the Group as of the Closing Date).


 


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


 






    3 


     


    

 


“Availability Period”
means, in relation to the Facility, the period from and including the Closing Date to and including the date falling one month
prior to the Termination Date.


 


“Available Commitment”
means, in relation to the Facility, a Lender’s Commitment minus:


 


		(a)	the Base Currency Amount of its participation in any outstanding Utilisations; and



 


		(b)	in relation to any proposed Utilisation, the Base Currency Amount of its participation in any other
Utilisations that are due to be made on or before the proposed Utilisation Date.



 


For the purposes of calculating
a Lender’s Available Commitment in relation to any proposed Utilisation that Lender’s participation in any Utilisations
that are due to be repaid or prepaid on or before the proposed Utilisation Date shall not be deducted from a Lender’s Commitment.


 


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


 


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


 


“Bail-In Legislation”
means:


 


		(i)	in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55
of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms ,
the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and



 


		(ii)	in relation to any other state, any analogous law or regulation from time to time which requires
contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.



 


“BAML Facility”
means the facility made available to the Issuer and documented by the BAML Facility Agreement.


 


“BAML Facility Agreement”
means the term loan agreement dated 20 May 2013 as amended and restated pursuant to an amendment and restatement agreement
dated 11 August 2014, an amendment and restatement agreement dated 15 May 2015, an amendment letter dated 26 June 2015,
an amendment letter dated 11 September 2015 and an amendment and restatement agreement dated 14 June 2018 (as amended
and/or restated from time to time) between, amongst others, the Company, MUFC, Bank of America, N.A. (as original lender) and Bank
of America, N.A. (as agent).


 


“Bank Levy”
means:


 


		(a)	the UK bank levy as set out in the Finance Act 2011;



 


		(b)	the German bank levy as set out in the German Restructuring Fund Act 2010 (Restrukturierungsfondsgesetz)
(as amended);



 


		(c)	the French taxe bancaire de risque systémique as set out under article 235 ter ZE of the
French Tax Code; and



 


		(d)	any other levy or tax of a similar nature in force (or formally announced) as at the date of this
Agreement and imposed in any jurisdiction by reference to the assets or liabilities of a financial institution or other entity
carrying out financial transactions and in relation to which a Lender would reasonably be able to quantify the relevant cost of
compliance as at the date of this Agreement.



 






    4 


     


    

 


“Base Case Model”
means the financial model including profit and loss, balance sheet and cashflow projections in agreed form relating to the Group.


 


“Base Currency”
means sterling.


 


“Base Currency Amount”
means in relation to a Utilisation, the amount specified in the Utilisation Request delivered by a Borrower for that Utilisation
as adjusted to reflect any repayment, prepayment, consolidation or division of a Utilisation.


 


“Base Reference Bank
Rate” means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its
request by the Base Reference Banks:


 


		(a)	(other than where paragraph (b) below applies) as the rate at which the relevant Base Reference
Bank could borrow funds in the London interbank market in the relevant currency and for the relevant period were it to do so by
asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period; or



 


		(b)	if different, as the rate (if any and applied to the relevant Base Reference Bank and the relevant
currency and period) which contributors to the applicable Screen Rate are asked to submit to the relevant administrator.



 


“Base Reference Banks”
means:


 


		(a)	the principal London offices of up to three banks as may be appointed by the Company with the consent
of the Agent from time to time (such consent not to be unreasonably withheld and deemed given if not expressly refused within five
Business Days of the Company giving the Agent notice that it wishes to appoint any such bank) provided that each such appointment
bank has confirmed that it is able to act in such capacity; or



 


		(b)	such other banks as may be appointed by the Agent in consultation with the Company.



 


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


 


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


 


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


 


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



 


exceeds:


 


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



 



    5


     


    




 


“Budget” means
any budget delivered by the Company to the Agent in respect of that period pursuant to Clause 25.4 (Budget).


 


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


 


“Cash” means
cash in hand and credit balances or amounts on deposit in an account in the name of a member of the Group with an Acceptable Bank
which are freely transferable and freely convertible and accessible by a member of the Group within 30 days so long as repayment
of that cash is not contingent on the prior discharge of any other indebtedness of any person or on the satisfaction of any other
condition (other than the making of a withdrawal request by a member of the Group where that member of the Group is freely able
to make such a request at its discretion and without any restriction) and that cash is not subject to any Security (other than
Transaction Security, Permitted Liens or Permitted Collateral Liens).


 


“Cash Equivalent Investments”
means at any time:


 


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



 


		(b)	any investment in marketable debt obligations issued or guaranteed by the government of the United
States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State or by an
instrumentality or agency of any of them having an equivalent credit rating which:



 


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



 


		(ii)	is not convertible or exchangeable to any other security,



 


provided that the relevant issuer
or guarantor is rated at least BBB or higher by Standard & Poor’s Rating Services, BBB or higher by Fitch Ratings
or Baa2 or higher by Moody’s Investor Services Limited;


 


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



 


		(i)	for which a recognised trading market exists;



 


		(ii)	issued by an issuer incorporated in the US, the United Kingdom, any member state of the European
Economic Area or any Participating Member State;



 


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



 


		(iv)	which has a credit rating of either BBB or higher by Standard & Poor’s Rating Services,
BBB or higher by Fitch Ratings or Baa2 or higher by Moody’s Investor Services Limited, or, if no rating is available in respect
of the commercial paper, the issuer of which has, in respect of its unsecured and non credit enhanced debt obligations, an equivalent
rating;



 


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



 


		(e)	investments accessible within 30 days in money market funds which:



 


		(i)	have a credit rating of either BBB or higher by Standard & Poor’s Rating Services,
BBB or higher by Fitch Ratings or Baa2 or higher by Moody’s Investor Services Limited; and



 






    6


     


    

 


		(ii)	invest substantially all their assets in securities of the types described in paragraphs (a) to
(e) above; or



 


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



 


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


 


“CFC”
means a “controlled foreign corporation” (as defined in Section 957(a) of the Code) for US federal
income tax purposes.


 


“CFC Obligor”
means an Obligor that is a CFC.


 


“Champions League”
means the UEFA Champions League and any successor or replacement competition.


 


“Champions League Adjustment
Spreadsheet” means the spreadsheet delivered pursuant to Part 1 of Schedule 2 (Conditions Precedent).


 


“Champions League Non
Qualification Event” means the failure by the first team of Manchester United Football Club to qualify (in any season)
for the first round group stages (or its equivalent from time to time) of the Champions League.


 


“Change of Control”
means:


 


		(a)	a Note Change of Control as defined in Schedule 15 (Restrictive Covenants); or



 


		(b)	where the Original Investors cease to, directly or indirectly, beneficially hold in aggregate issued
share capital having the right to cast more than 30 per cent of the votes capable of being cast at a general meeting of the Company;
or



 


		(c)	where any shareholder or group of shareholders acting in concert (other than the Original Investors)
acquire (directly or indirectly) issued share capital having the right to cast a greater percentage of the votes capable of being
cast at a general meeting of the Company than is, directly or indirectly, beneficially held in aggregate by the Original Investors.



 


For the purposes of this definition,
 “acting in concert” means, a group of shareholders who, pursuant to an agreement or understanding (whether formal
or informal), actively co-operate, through the acquisition directly or indirectly of shares in the Company by any of them, either
directly or indirectly, to obtain or consolidate control of the Company.


 


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


 


“Closing Date”
means the date on which the Agent has confirmed in writing to the Company it has received (or waived the requirement to receive
on the instructions of the Majority Lenders) all of the documents and other evidence listed in Part 1 of Schedule 2 (Conditions
Precedent) in accordance with Clause 4.1 (Initial conditions precedent).


 


“Code” means
the United States Internal Revenue Code of 1986 as amended.


 


“Commitment”
means:


 


		(a)	in relation to the Original Lender, the amount in the Base Currency set opposite its name under
the heading “Commitment” in Part 2 of Schedule 1 (The Original Parties) and the amount of any other Commitment
transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase); and



 






    7


     


    

 


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



 


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


 


“Compliance Certificate”
means a certificate substantially in the form set out in Schedule 9 (Form of Compliance Certificate) or any other form
agreed by the Agent (acting reasonably) and the Company.


 


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


 


		(a)	any member of the Group, any Investor Affiliate or any of their respective advisers; or



 


		(b)	another Finance Party, if the information was obtained by that Finance Party directly or indirectly
from any member of the Group, any Investor Affiliate or any of their respective advisers or in breach of any duty of confidentiality,



 


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


 


		(i)	information that:



 


		(A)	is or becomes public information other than as a direct or indirect result of any breach by that
Finance Party of Clause 42 (Confidentiality); or



 


		(B)	is identified in writing at the time of delivery as non-confidential by any member of the Group,
any Investor Affiliate or any of their respective advisers; or



 


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



 


		(ii)	any Funding Rate or Reference Bank Quotation.



 


“Confidentiality Undertaking”
means a confidentiality undertaking substantially in the recommended form of the LMA at the relevant time or in any other form
agreed between the Company and the Agent (acting reasonably), which, in each case, is addressed to, or capable of being relied
upon by, the Company without requiring its signature by virtue of reliance on the Third Parties Act and is not capable of being
materially amended without the Company’s prior written consent (acting reasonably).


 






    8


     


    

 


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


 


“Consolidated Net Finance
Charges” has the meaning given to such term in Clause 26.1 (Financial definitions).


 


“CTA” means
the Corporation Tax Act 2009.


 


“Debt Document”
has the meaning given to it in the Intercreditor Agreement.


 


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


 


		(a)	purchases by way of assignment or transfer;



 


		(b)	enters into any sub-participation in respect of; or



 


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



 


any Commitment or amount outstanding
under this Agreement.


 


“Default”
means an Event of Default or any event or circumstance specified in Clause 28 (Events of Default) which would (with
the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination
of any of the foregoing) be an Event of Default provided that any such event which is subject to a qualification as to materiality
or requires a determination to be made shall not constitute a Default unless such qualification is satisfied or such determination
is made, as the case may be.


 


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


 


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



 


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



 


		(c)	with respect to which an Insolvency Event has occurred and is continuing,



 


unless, in the case of paragraphs (a) and
(c) above:


 


		(i)	its failure to pay is caused by:



 


		(A)	administrative or technical error; or



 


		(B)	a Disruption Event; and



 


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


 


		(ii)	the Lender is disputing in good faith whether it is contractually obliged to make the payment in
question and the Agent has notified the Company and the other Lenders that this is the case.



 


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


 






    9


     


    

 


“Disruption Event”
means either or both of:


 


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



 


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



 


		(i)	from performing its payment obligations under the Finance Documents; or



 


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



 


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


 


“EEA Member Country”
means any member state of the European Union, Iceland, Liechtenstein and Norway and any other country that becomes a member
of the European Economic Area on or after the date of this Agreement.


 


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


 


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



 


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



 


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



 


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


 


“Environmental Law”
means any applicable law or regulation of any jurisdiction in which a member of the Group conducts its business and which is binding
on that member of the Group and which relates to:


 


		(a)	the pollution or protection of the Environment;



 


		(b)	the conditions of the workplace; or



 


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



 


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


 


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


 


“Excluded Subsidiary”
means:


 






    10


     


    

 


		(a)	MUTV;



 


		(b)	Alderley Urban Investments Limited (a company incorporated in England and Wales with registered
number 03132053);



 


		(c)	each member of the New Holdco Group;



 


		(d)	provided that such Restricted Subsidiary has been designated by the Company by written notice to
the Agent as an Excluded Subsidiary, a Restricted Subsidiary formed solely for the purpose of holding one or more assets or properties
that are to be financed, in whole or in part, with Indebtedness (as defined in Schedule 15 (Restrictive Covenants)) incurred
pursuant to paragraph (f) of Clause 3.2 (Incurrence of Indebtedness and Issuance of Preferred Stock) of Schedule
15 (Restrictive Covenants) if the only assets and properties (other than assets that are de minimis in value) owned
by such Restricted Subsidiary are financed, in whole or in part, with Indebtedness incurred pursuant to paragraph (f) of
Clause 3.2 (Incurrence of Indebtedness and Issuance of Preferred Stock) of Schedule 15 (Restrictive Covenants)
for so long as any such Indebtedness remains outstanding and an obligation of such Restricted Subsidiary (it being understood that
promptly upon the retirement or repayment of such Indebtedness or the assumption of such Indebtedness by a Person other than such
Restricted Subsidiary, such Restricted Subsidiary shall cease to be an Excluded Subsidiary and shall, subject to the Agreed Security
Principles, become an Additional Guarantor (to the extent it would otherwise be required to do so)); and



 


		(e)	provided that such Restricted Subsidiary has been designated by the Company by written notice to
the Agent as an Excluded Subsidiary, any Person that becomes a Restricted Subsidiary after the Closing Date as a result of the
acquisition of such Person by a Restricted Subsidiary of the Company (other than Red Football Junior Limited) where such Person
will have outstanding, following the consummation of such acquisition, Indebtedness as defined in Schedule 15 (Restrictive
Covenants) permitted to be incurred pursuant to paragraph (n) of Clause 3.2 (Incurrence of Indebtedness and
Issuance of Preferred Stock) of Schedule 15 (Restrictive Covenants) and such Person would be required to obtain the
consent of the holders of such Indebtedness to become an Additional Guarantor or grant Transaction Security, for so long as any
such Indebtedness remains outstanding and an obligation of such Person (it being understood that promptly upon the retirement or
repayment of such Indebtedness or the assumption of such Indebtedness by a Person other than such Person, such Person shall cease
to be an Excluded Subsidiary and shall, subject to the Agreed Security Principles, become an Additional Guarantor (to the extent
it would otherwise be required to do so)).



 


“Existing Facility”
means the facility made available to MUFC and as documented by the Existing Facility Agreement.


 


“Existing Facility Agreement”
means the revolving facilities agreement dated 22 May 2015 (as amended pursuant to a first amendment and restatement agreement
dated 4 April 2019) between, amongst others, the Company, Bank of America Merrill Lynch International Designated Activity
Company (formerly known as Bank of America Merrill Lynch International Limited) as agent and security trustee and the lenders listed
therein.


 


“Existing Security Documents”
means:


 


		(a)	the English law debenture dated 29 January 2010 between the Company, Red Football Junior Limited,
MUL, MUFC and MUF and originally J.P. Morgan Europe Limited (and subsequently replaced, on or about the 2015 Closing Date, by the
Security Trustee) (the “Existing Debenture”);



 






    11


     


    

 


		(b)	the English law mortgage dated 29 January 2010 between MUL and originally J.P. Morgan Europe
Limited (and subsequently replaced, on or about the 2015 Closing Date, by the Security Trustee);



 


		(c)	the English law mortgage dated 29 January 2010 between MUFC and originally J.P. Morgan Europe
Limited (and subsequently replaced, on or about the 2015 Closing Date, by the Security Trustee);



 


		(d)	the English law mortgage dated 23 April 2010 between MUL and originally J.P. Morgan Europe
Limited (and subsequently replaced, on or about the 2015 Closing Date, by the Security Trustee);



 


		(e)	the English law supplemental debenture dated 26 June 2015 between the Company, Red Football
Junior Limited, MUL, MUFC and MUF and the Security Trustee;



 


		(f)	the English law supplemental mortgage dated 26 June 2015 between MUL and the Security Trustee;



 


		(g)	the English law supplemental mortgage dated 26 June 2015 between MUFC and the Security Trustee;



 


		(h)	the English law mortgage dated 26 June 2015 between MUL and the Security Trustee;



 


		(i)	the English law security agreement (charge over registered shares) dated 31 July 2015 between
MUL and the Security Trustee;



 


		(j)	the English law supplemental mortgage dated 1 July 2017 between MUFC and the Security Trustee;
and



 


		(k)	the English law supplemental mortgage dated 4 July 2018 between MUFC and the Security Trustee.



 


“Facility”
means the revolving credit facility made available under this Agreement as described in Clause 2.1 (The Facility).


 


“Facility Office”
means:


 


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



 


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



 





“Fallback Interest Period”
means one Month.


 


“FATCA” means:


 


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



 


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



 






    12


     


    

 


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



 


“FATCA Application Date”
means:


 


		(a)	in relation to a “withholdable payment” described in section 1473(1)(A)(i) of
the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014; or



 


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



 


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


 


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


 


“Fee Letter”
means any letter or letters dated on or about the date of this Agreement including between the Company and the Original Lender
and the Security Trustee and the Company setting out any of the fees referred to in Clause 17 (Fees).


 


“Finance Document”
means this Agreement, any Accession Deed, any Compliance Certificate, any Fee Letter, the Intercreditor Agreement, any Resignation
Letter, any Transaction Security Document, any Utilisation Request and any other document designated as a “Finance Document”
by the Agent and the Company.


 


“Finance Party”
means the Agent, the Security Trustee and each Lender.


 


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


 


		(a)	monies borrowed or raised (other than Subordinated Shareholder Funding and/or Additional Shareholder
Funding);



 


		(b)	any amount raised by acceptance under any acceptance credit facility or by a bill discounting or
factoring credit facility;



 


		(c)	any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures,
loan stock or any similar instrument;



 


		(d)	the amount of any liability in respect of any lease or hire purchase contract or other agreement
which would, in accordance with the Accounting Principles, be treated as a finance or capital lease;



 


		(e)	receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse
basis);



 


		(f)	any derivative transaction entered into in connection with protection against or benefit from fluctuation
in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken
into account, together with the effect of any applicable netting arrangement);



 






    13


     


    

 


		(g)	any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary
letter of credit or any other instrument issued by a bank or financial institution;



 


		(h)	any amount raised by the issue of shares in the Company or any other member of the Group which
is not held by another member of the Group which by their terms are redeemable (mandatorily or at the holder’s option);



 


		(i)	any amount of any liability under an advance or deferred purchase agreement in respect of a fixed
asset if such agreement was demonstrably entered into primarily as a method of raising finance;



 


		(j)	any amount raised under any other transaction (including any forward sale or purchase agreement
but not in relation to deferred payments for players) having the commercial effect of a borrowing; and



 


		(k)	the amount of any liability in respect of any guarantee or indemnity or similar assurance against
financial loss for any of the items referred to in the preceding paragraphs of this definition.



 


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


 


“Financial Stability
Board” means the Financial Stability Board (or any successor or replacement organisation from time to time).


 


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


 


“Football Creditors”
has the meaning given to such term in rule E.31 (or any equivalent provision) of the Premier League Handbook.


 


“Funding Rate”
means any individual rate notified by a Lender to the Agent pursuant to paragraph (a)(ii) of Clause 16.4 (Cost of
funds).


 


“Funds Flow Statement”
means a funds flow statement delivered to the Agent under Clause 4.1 (Initial conditions precedent) and which shall
be a purely mechanical and administrative statement and which will not have to be in form and substance satisfactory to the Agent
or the Lenders.


 


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


 


“Group Structure Chart”
means the group structure chart in the agreed form delivered to the Agent under Clause 4.1 (Initial conditions precedent).


 


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


 


“Historic Screen Rate”
means, in relation to any Loan, the most recent applicable Screen Rate for the currency of that Loan and for a period equal in
length to the Interest Period of that Loan and which is as of a day which is no more than five Business Days before the Quotation
Day.


 


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


 


“IFRS” means
international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial
statements.


 






    14


     


    

 


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


 


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



 


		(b)	the Agent otherwise rescinds or repudiates a Finance Document or expresses an intention to do so;



 


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



 


		(d)	an Insolvency Event has occurred and is continuing with respect to the Agent,



 


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


 


		(i)	its failure to pay is caused by:



 


		(A)	administrative or technical error; or



 


		(B)	a Disruption Event; and



 


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


 


		(ii)	the Agent is disputing in good faith whether it is contractually obliged to make the payment in
question and the Agent has notified the Company and the Lenders that this is the case.



 


“Increase Confirmation”
means a confirmation substantially in the form set out in Schedule 17 (Form of Increase Confirmation) or any other
form agreed between the Agent and the Company (in each case acting reasonably).


 


“Increase Date”
means, in relation to an increase, the later of:


 


		(a)	the proposed Increase Date specified in the relevant Increase Confirmation; and



 


		(b)	the date on which the Agent executes the relevant Increase Confirmation.



 


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


 


“Industrial Competitor”
means a person (or an Affiliate of a person):


 


		(a)	who in the ordinary course of business is in direct competition with the Group (which shall include
Unrestricted Subsidiaries for the purposes of the definition of Industrial Competitor only) in any of its business activities carried
on by the Group (including, without limitation, any owner of, controlling shareholder or any shareholder who has the right to appoint
a director to the board (or equivalent body) of any professional football club); or



 


		(b)	who has the power (whether by way of ownership of shares, proxy, contract, agency or otherwise)
to cast, or control the casting of, more than 50 per cent. of the maximum number of votes that might be cast at a general meeting
(or equivalent) of an entity which falls within paragraph (a) above or who holds beneficially more than 50 per cent. of the
issued share capital (or equivalent) of an entity which falls within paragraph (a) above (any such person, a “Competitor
Shareholder”), any Affiliate of a Competitor Shareholder, any trust of which a Competitor Shareholder or any of its Affiliates
is a trustee, any partnership of which a Competitor Shareholder or any of its Affiliates is a partner and any trust, fund or other
entity which is managed by, or is under the control of, a Competitor Shareholder or any of its Affiliates.



 






    15


     


    

 


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


 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


		(h)	seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator,
receiver, trustee, custodian or other similar official for it or for all or substantially all its assets;



 


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



 


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



 






    16


     


    

 


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



 


“Intellectual Property”
means:


 


		(a)	any patents, trade marks, service marks, designs, business names, copyrights, database rights,
design rights, domain names, inventions, knowhow and other intellectual property rights and interests (which may on or after the
date of this Agreement subsist), whether registered or unregistered; and



 


		(b)	the benefit of all applications and rights to use such assets of each member of the Group (which
may on or after the date of this Agreement subsist).



 


“Intercreditor Agreement”
means the intercreditor agreement dated 29 January 2010, as amended and restated on 26 June 2015 and amended on 4 April 2019
(as may be further amended and/or restated from time to time) and made between, among others, the Company, the Debtors, the Security
Trustee (as Security Trustee), RCF Agent, the RCF Lenders, the Hedge Counterparties and the Intra-Group Lenders (as each term is
defined therein).


 


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


 


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


 


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



 


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



 


each for the currency of that
Loan and each of which is as of a day which is no more than five Business Days before the Quotation Day.


 


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


 


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



 


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



 


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


 


“Investor Affiliate”
means each Original Investor, each “Affiliate” (as defined in Schedule 15 (Restrictive Covenants)) of an Original
Investor, any trust of which an Original Investor or any of its Affiliates is a trustee, any partnership of which an Original Investor
or any of its Affiliates is a partner and any trust, fund or other entity which is managed by, or is under the control of, an Original
Investor or any of its Affiliates provided that any such trust, fund or other entity which has been established for at least six
Months solely for the purpose of making, purchasing or investing in loans or debt securities and which is managed or controlled
independently from all other trusts, funds or other entities managed or controlled by an Original Investor or any of its Affiliates
which have been established for the primary or main purpose of investing in the share capital of companies shall not constitute
an Investor Affiliate.


 






    17


     


    

 


“Issuer” means
MUFC.


 


“ITA” means
the Income Tax Act 2007.


 


“Legal Opinion”
means any legal opinion delivered to the Agent under Clause 31 (Changes to the Obligors) or otherwise in accordance with
the terms of any Finance Document.


 


“Legal Reservations”
means:


 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


“Lender” means:


 


		(a)	the Original Lender; and



 


		(b)	any bank, financial institution, trust, fund or other entity which has become a Party as a Lender
in accordance with Clause 2.2 (Increase) or Clause 29 (Changes to the Lenders),



 


which in each case has not ceased
to be a Lender in accordance with the terms of this Agreement.


 


“LIBOR” means,
in relation to any Loan:


 


		(a)	the applicable Screen Rate; or



 






    18


     


    

 


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



 


		(c)	if:



 


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



 


		(ii)	no Screen Rate is available for the Interest Period of that Loan and it is not possible to calculate
the Interpolated Screen Rate for that Loan,



 


the Base Reference Bank Rate,


 


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


 


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


 


“LMA” means
the Loan Market Association.


 


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


 


“Majority Lenders”
means:


 


		(a)	(for the purposes of paragraph (a) of Clause 41.2 (Required consents) in
the context of a waiver in relation to a proposed Utilisation of the condition in Clause 4.2 (Further conditions precedent)),
a Lender or Lenders whose Commitments aggregate 662/3 per cent. or more of the Total Commitments; and



 


		(b)	(in any other case), a Lender or Lenders whose Commitments aggregate 662/3
per cent. or more of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated 662/3
per cent. or more of the Total Commitments immediately prior to that reduction).



 


“Margin” means,
in relation to any Loan, 2.50 per cent. per annum.


 


“Material Adverse Effect”
means an event or circumstance (taking into account all the resources, including funds, insurance and other claims and indemnities,
available to the Group):


 


		(a)	which has or is reasonably likely to have a material adverse effect on the business, assets of
the Group (taken as a whole) or financial condition of the Group (taken as a whole); or



 


		(b)	which has or is reasonably likely to have a material adverse effect on the ability of the Group
(taken as a whole) to perform its payment obligations under the Finance Documents; or



 


		(c)	which, subject to the Legal Reservations and Perfection Requirements, affects the validity or the
enforceability of any of the Transaction Security Documents in a manner which is reasonably likely to materially adversely affect
the interests of the Finance Parties and, if capable of remedy, is not remedied within 20 Business Days of the earlier of the Company
becoming aware of the issue or being given notice of the issue by the Agent.



 






    19


     


    

 


“Material Company”
means, at any time:


 


		(a)	the Company;



 


		(b)	any other Obligor; and



 


		(c)	any member of the Group (other than an Excluded Subsidiary) which:



 


		(i)	has earnings before interest, tax, depreciation and amortisation (calculated on an unconsolidated
basis and excluding intra-Group items but otherwise on the same basis as Consolidated EBITDA) representing five per cent. or more
of Consolidated EBITDA (but excluding intra-Group items and the earnings before interest, tax, depreciation and amortisation of
Excluded Subsidiaries); or



 


		(ii)	has gross assets (excluding intra-Group items and calculated on an unconsolidated basis) representing
five per cent. or more of the gross assets of the Group (excluding intra-Group items and the gross assets of the Excluded Subsidiaries);
and



 


		(d)	a member of the Group (that is not an Excluded Subsidiary) that is the direct Holding Company of
any company that is a Material Company pursuant to paragraphs (b) or (c) above.



 


Compliance with the conditions
set out in paragraph (c) shall be determined by reference to the latest audited financial statements to be delivered
pursuant to paragraph (a) of Clause 25.1 (Financial statements).


 


However if a Subsidiary (that
is not an Excluded Subsidiary or an Unrestricted Subsidiary) or business has been acquired since the date as at which the latest
audited consolidated financial statements of the Company were prepared, the financial statements shall be adjusted in order to
take into account the acquisition of that Subsidiary or business (that adjustment being certified by a director of the Company
as representing an accurate reflection of the revised Consolidated EBITDA or gross assets of the Group (not including any Excluded
Subsidiaries)).


 


A report by the Auditors of the
Company that a Restricted Subsidiary is or is not a Material Company shall, in the absence of manifest error, be conclusive and
binding on all Parties.


 


“Material Disposal”
means any disposal in respect of which the disposal proceeds exceed £5,000,000 (or its equivalent).


 


“Minimum Committed Additional
Financing” means, in addition to the Commitments and without double counting monies borrowed or made available for borrowing
under the Existing Facility Agreement or any additional revolving credit facility (including one which replaces in whole or in
part the Existing Facility Agreement) which need not be fully drawn at such time but must be:


 


		(a)	unconditional (other than customary drawdown conditions, as determined by the Company, comprising
(x) compliance with repeating representations (if applicable), (y) a no default, no event of default or acceleration
event condition and (z) illegality provisions (if applicable)) and committed;



 


		(b)	in place with an Acceptable Bank (which for this purpose shall include any lender under the Existing
Facility Agreement as at the date of this Agreement); and



 






    20


     


    

 


		(c)	offered to the Original Borrower as sole or joint borrower.



 


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


 


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



 


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



 


		(c)	if an Interest Period begins on the last Business Day of a calendar month, that Interest Period
shall end on the last Business Day in the calendar month in which that Interest Period is to end.



 


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


 


“MU Interactive”
means Manchester United Interactive Limited a company incorporated in England and Wales with registered number 04365059.


 


“MU RAML”
means MU RAML Limited, a company incorporated in England and Wales with registered number 09656323.


 


“MU Junior”
means MU Commercial Holdings Junior Limited, a company incorporated in England and Wales with registered number 09655543.


 


“MUF” means
MU Finance Limited, a company incorporated in England and Wales with registered number 07088267.


 


“MUL” means
Manchester United Limited, a company incorporated in England and Wales with registered number 02570509.


 


“MUTV” means
MUTV Limited, a company incorporated in England and Wales with registered number 03418853.


 


“New Holdco”
means MU Commercial Holdings Limited, a company incorporated in England and Wales with registered number 09655284.


 


“New Holdco Business”
means:


 


		(a)	the retail, merchandising, apparel, intellectual property licencing and soccer school business
(excluding, for the avoidance of doubt, any ticket sales (including season tickets) and match day concessions, parking or hospitality);



 


		(b)	any sponsorship contracts and/or arrangements entered into after the date of this Agreement or
any other similar business; and/or



 


		(c)	the digital, media and mobile or any other similar business (excluding, for the avoidance of doubt,
(i) any centrally negotiated broadcasting rights with the Premier League (in relation to domestic and international television
and radio broadcasting rights) and UEFA (in relation to European club competition television and radio broadcasting rights) and
(ii) any domestic cup television and radio broadcasting rights), in each case, of or in relation to the Group (which, for the purposes of this definition, shall include any Unrestricted Subsidiaries)
and/or the first team of MUFC.



 






    21


     


    

 



 


“New Holdco Group”
means New Holdco and each New Holdco Subsidiary.


 


“New Holdco Subsidiary”
means any Subsidiary that is formed as a direct or indirect Subsidiary of New Holdco primarily for the purpose of undertaking any
New Holdco Business or acting as a direct or indirect Holding Company of another member of the New Holdco Group, including holding
any assets or properties in relation thereto.


 


“Non-Consenting Lender”
has the meaning given to that term in Clause 41.4 (Replacement or repayment of Lender).


 


“Note Purchase Agreement”
has the meaning given to such term in Schedule 15 (Restrictive Covenants).


 


“Notes” means
the aggregate principal amount of the Notes (as defined in Schedule 15 (Restrictive Covenants)) issued by the Issuer on
the 2015 Closing Date.


 


“Notifiable Debt Purchase
Transaction” has the meaning given to that term in paragraph (b) of Clause 30.2 (Disenfranchisement
on Debt Purchase Transactions entered into by Investor Affiliates).


 


“Obligor”
means a Borrower or a Guarantor.


 


“Obligors’ Agent”
means the Company, appointed to act on behalf of each Obligor in relation to the Finance Documents pursuant to Clause 2.4
(Obligors’ Agent).


 


“Original Financial
Statements” means:


 


		(a)	in relation to the Company, its consolidated audited financial statements for its Financial Year
ended 30 June 2019;



 


		(b)	in relation to MUL, its audited financial statements for its Financial Year ended 30 June 2019;



 


		(c)	in relation to MUFC, its audited financial statements for its Financial Year ended 30 June 2019;



 


		(d)	in relation to MUF, its audited financial statements for its Financial Year ended 30 June 2019;



 


		(e)	in relation to Red Football Junior Limited, its audited financial statements for its Financial
Year ended 30 June 2019; and



 


		(f)	in relation to any other Obligor, its audited financial statements (if any) delivered to the Agent
as required by Clause 31 (Changes to the Obligors).



 


“Original Investors”
means collectively:


 


		(a)	the Principals (as defined in Schedule 15 (Restrictive Covenants)); and



 


		(b)	any Related Party (as defined in Schedule 15 (Restrictive Covenants)) of any Principal.



 


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


 






    22


     


    

 


“Pari Passu Debt”
has the meaning given to it in the Intercreditor Agreement.


 


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


 


“Party” means
a party to this Agreement.


 


“Perfection Requirements”
means the making of appropriate registrations, filings, endorsements, stampings, intimation in accordance with local laws, notations
in stock registries, notarisations, legalisation, notices and other actions and steps in any relevant jurisdiction in order to
perfect the Security created or purported to be created pursuant to the Transaction Security Documents or in order to achieve the
relevant priority for such Transaction Security.


 


“Permitted Refinancing
Indebtedness” has the meaning given to such term in Schedule 15 (Restrictive Covenants).


 


“Permitted Reorganisation”
means:


 


		(a)	an amalgamation, merger, demerger, voluntary liquidation, consolidation, reorganisation, winding
up or corporate restructuring or reconstruction of a member of the Group or involving the business, operations, assets or shares
of (or other interests in) any member of the Group or any other transfer or disposition of the business, operations, assets or
shares of (or other interests in) any member of the Group (a “Reorganisation”), in each case, on a solvent basis,
where:



 


		(i)	all of the assets of that member remain within the Group and the value or percentage of any minority
interest in any member of the Group held by any person which is not a member of the Group is not increased; and



 


		(ii)	if its assets or the shares in it were subject to security in favour of the Lenders immediately
prior to such Reorganisation, the Company certifies that the Lenders (taken as a whole) will, subject to the Agreed Security Principles,
enjoy the same or substantially equivalent guarantees from such member of the Group (or its successor, if any) and the same or
substantially equivalent security over the same assets (except the shares in the entity that is not the successor entity, provided
that the shares in the successor entity (if any) are subject to equivalent security) and over the shares in it (or in each case
its successor, if any) after such Reorganisation (ignoring for the purpose of assessing such equivalency any limitations in Clause
23 (Guarantee and Indemnity) and/or required in accordance with the Agreed Security Principles and any new or restarted
hardening periods);



 


		(b)	any Reorganisation and/or any other step, action and/or event undertaken by any member of the Group
to enable, facilitate and/or implement any of the following:



 


		(i)	the establishment, formation and/or organisation of any member of the New Holdco Group;



 


		(ii)	the transfer, assignment or novation by MUL and/or any other member of the Group of all or any
portion of the New Holdco Business and/or any related arrangements or assets (including goodwill) to any member of the New Holdco
Group, including the transfer of employees and/or relevant partner or supplier contracts; and/or



 






    23


     


    

 


		(iii)	the transfer, assignment or novation of MUTV and/or MU Interactive (including its assets) or all
or any portion of the business of MUTV and/or MU Interactive and/or any related arrangements or assets (including goodwill) to
any member of the New Holdco Group, including the transfer of employees and/or relevant partner or supplier contracts,



 


provided that, in each case under
this paragraph (b):


 


		(A)	(1) New Holdco shall, at all times, remain the direct or indirect Holding Company of the New
Holdco Subsidiaries; and (2) subject to the Agreed Security Principles, Security shall be granted over 65% of New Holdco’s
shares (measured by the total combined voting power of the issued and outstanding voting shares);



 


		(B)	New Holdco and Sponsorship Newco shall, at all times, remain Restricted Subsidiaries;



 


		(C)	any direct or indirect Holding Company of Sponsorship Newco that is also a Subsidiary of New Holdco,
shall, at all times, remain a Restricted Subsidiary;



 


		(D)	any Subsidiary that is formed as a Subsidiary of Sponsorship Newco primarily for the purpose of
undertaking any sponsorship contracts and/or arrangements of the Group (which, for the purposes of this sub-paragraph, shall include
any Unrestricted Subsidiaries) and/or the first team of MUFC, shall, at all times, remain a Restricted Subsidiary (a “Sponsorship
Subsidiary”);



 


		(E)	any member of the Group and any member of the New Holdco Group that enters into or, as the case
may be, has transferred, assigned or novated to it any sponsorship contracts and/or arrangements, shall, at all times, remain a
Restricted Subsidiary;



 


		(F)	there shall be no transfer, assignment, novation, amendment, modification, restatement, extension
or replacement (prior to the expiration of their respective terms) of the Specified Contracts or any other sponsorship contracts
and/or arrangements entered into by any member of the Group prior to the date of this Agreement that results in any member of the
New Holdco Group becoming a party to or entitled to compensation, rights or benefits under any such Specified Contract or other
such sponsorship contract and/or arrangement; and



 


		(G)	to the extent there is any transfer, assignment or novation of any sponsorship contracts and/or
arrangements entered into by any member of the Group on or after the date of this Agreement to the New Holdco Group, such sponsorship
contracts and/or arrangements shall be transferred, assigned or novated (as applicable) to a member of the Group, Sponsorship Newco
and/or a Sponsorship Subsidiary only (for the avoidance of doubt, any member of the Group may enter into sponsorship contracts
and/or arrangements from time to time);



 


		(c)	any action or reorganisation permitted by Clause 7 (Merger, Consolidation, etc) of Schedule
15 (Restrictive Covenants); or



 


		(d)	any other reorganisation of one or more members of the Group approved by the Agent acting on the
instructions of the Majority Lenders (acting reasonably), provided that the Company (or
its successor) is an entity that is incorporated in England and Wales.



 






    24


     


    

 


“Permitted Senior Unsecured
Issuer Activities” means activities, assets and liabilities:


 


		(a)	incurred for or in connection with Taxes and administrative activities desirable to maintain Tax
status in its jurisdiction of incorporation;



 


		(b)	in connection with making claims (and the receipt of any related proceeds) for rebates or indemnification
in respect of Taxes;



 


		(c)	in connection with any litigation or court or other proceedings that are, in each case, being contested
in good faith;



 


		(d)	arising under the issue of fully paid shares at par to its shareholders in an amount not exceeding
 £1,000,000 (or its equivalent) in aggregate at any time;



 


		(e)	arising from the payment of fees, costs and expenses, stamp, registration, land and other Taxes
incurred in connection with the Transaction Documents;



 


		(f)	arising from entering into and performing any rights or obligations in respect of (i) agreements
with rating agencies and (ii) engagement letters and reliance letters in respect of legal, accounting and other advice or
reports received or commissioned by it, in each case, in relation to transactions which are not prohibited by this Agreement;



 


		(g)	incurred as a result of operation of law; or



 


		(h)	permitted by the Agent (acting on the instructions of the Majority Lenders (acting reasonably)).



 


“Premier League”
means The Football Association Premier League (and any successors) or any replacement league.


 


“Premier League Handbook”
means the Premier League Handbook (as updated and/or amended from time to time) published by The Football Association Premier League
Limited or any successor or replacement organisation thereof.


 


“Qualifying Lender”
has the meaning given to that term in Clause 18 (Tax Gross-Up and Indemnities).


 


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


 


“Quotation Day”
means, in relation to any period for which an interest rate is to be determined the first day of that period.


 


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


 


“Reconciliation Statement”
has the meaning given to that term in Clause 25.3 (Requirements as to financial statements).


 


“Reference Bank Quotation”
means any quotation supplied to the Agent by a Base Reference Bank or an Alternative Reference Bank.


 


“Regulations T, U and
X” means, respectively, Regulations T, U and X of the Board of Governors of the Federal Reserve System of the United
States (or any successor).


 






    25


     


    

 


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


 


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


 


		(a)	its jurisdiction of incorporation;



 


		(b)	any jurisdiction where any asset subject to or intended to be subject to the Transaction Security
to be created by it is situated;



 


		(c)	any jurisdiction where it conducts a material part of its business; and



 


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



 


“Relevant Nominating
Body” means any applicable central bank, regulator or other supervisory authority or a group of them, or any working
group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board.


 


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


 


“Repeating
Representations” means each of the representations set out in Clauses 24.1 (Status) to Clause 24.6 (Governing
law and enforcement) and paragraph ‎(c) of Clause 24.10 (Financial statements).


 


“Replacement Benchmark”
means a benchmark rate which is:


 


		(a)	formally designated, nominated or recommended as the replacement for a Screen Rate by:



 


		(i)	the administrator of that Screen Rate (provided that the market or economic reality that such benchmark
rate measures is the same as that measured by that Screen Rate); or



 


		(ii)	any Relevant Nominating Body,



 


and if replacements have, at the
relevant time, been formally designated, nominated or recommended under both paragraphs, the “Replacement Benchmark”
will be the replacement under paragraph (ii) above;


 


		(b)	in the opinion of the Majority Lenders and the Company, generally accepted in the international
or any relevant domestic syndicated loan markets as the appropriate successor to a Screen Rate; or



 


		(c)	in the opinion of the Majority Lenders and the Company, an appropriate successor to a Screen Rate.



 


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


 


“Resignation Letter”
means a letter substantially in the form set out in Schedule 8 (Form of Resignation Letter).


 






    26


     


    

 


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


 


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


 


“Rollover Loan”
means one or more Utilisations:


 


		(a)	made or to be made on the same day that a maturing Loan is due to be repaid



 


		(b)	the aggregate amount of which is equal to or less than the amount of the maturing Loan;



 


		(c)	in the same currency as the maturing Loan; and



 


		(d)	made or to be made to the same Borrower for the purpose of refinancing that maturing Loan.



 


“Sanctioned Country”
means, at any time, a country or territory which is itself the subject or target of any Sanctions.


 


“Sanctioned Person”
means, at any time:


 


		(a)	any Person listed in any Sanctions-related list of designated Persons maintained by the Office
of Foreign Assets Control of the US Department of the Treasury or the US Department of State, or by the United Nations Security
Council, the European Union or any EU member state or any other relevant sanction authority of any jurisdiction in which a member
of the Group conducts its business;



 


		(b)	any Person located, operating, organized or resident in a Sanctioned Country; or



 


		(c)	any Person owned or directly or indirectly controlled by any such Person or Persons.



 


“Sanctions”
means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the US government,
including those administered by the Office of Foreign Assets Control of the US Department of the Treasury or the US Department
of State, the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom or any
other relevant sanctions authority of any jurisdiction in which a member of the Group conducts its business.


 


“Screen Rate”
means the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over
the administration of that rate) for the relevant currency and period displayed on pages LIBOR01 or LIBOR02 of the Thomson
Reuters screen (or any replacement Thomson Reuters page which displays that rate) or displayed on the appropriate page of
such other information service which publishes that rate from time to time in place of Thomson Reuters. If such page is replaced
or service ceases to be available, the Agent may specify another page or service displaying the relevant rate after consultation
with the Company.


 


“Screen Rate Replacement
Event” means, on or after the date of this Agreement, in relation to a Screen Rate:


 


		(a)	the methodology, formula or other means of determining that Screen Rate has, in the opinion of
the Majority Lenders and the Company, materially changed;



 


		(b)	



 






    27


     


    

 


		(i)	



 


		(A)	the administrator of that Screen Rate or its supervisor publicly announces that such administrator
is insolvent; or



 


		(B)	information is published in any order, decree, notice, petition or filing, however described, of
or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably
confirms that the administrator of that Screen Rate is insolvent,



 


provided that, in each case, at that time, there is
no successor administrator to continue to provide that Screen Rate;


 


		(ii)	the administrator of that Screen Rate publicly announces that it has ceased or will cease, to provide
that Screen Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that
Screen Rate;



 


		(iii)	the supervisor of the administrator of that Screen Rate publicly announces that such Screen Rate
has been or will be permanently or indefinitely discontinued; or



 


		(iv)	the administrator of that Screen Rate or its supervisor announces that that Screen Rate may no
longer be used;



 


		(c)	the administrator of that Screen Rate determines that that Screen Rate should be calculated in
accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:



 


		(i)	the circumstance(s) or event(s) leading to such determination are not (in the opinion
of the Majority Lenders and the Company) temporary; or



 


		(ii)	that Screen Rate is calculated in accordance with any such policy or arrangement for a period no
less than the period opposite that Screen Rate in Schedule 18 (Screen Rate contingency periods); or



 


		(d)	in the opinion of the Majority Lenders and the Company, that Screen Rate is otherwise no longer
appropriate for the purposes of calculating interest under this Agreement.



 


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


 


“Security”
means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement
or arrangement having a similar effect.


 


“Senior Note Documents”
has the meaning given to it in the Intercreditor Agreement.


 


“Senior Notes”
has the meaning given to it in the Intercreditor Agreement.


 


“Senior Secured Debt”
means the Senior Notes and any Pari Passu Debt but for the avoidance of doubt, excluding any indebtedness incurred under the Finance
Documents and the Hedging Agreements (as defined in the Intercreditor Agreement).


 


“Senior Unsecured Note
Issuer” means a special purpose entity incorporated for the purpose of issuing or borrowing Senior Unsecured Notes (as
defined in the Intercreditor Agreement) which is wholly owned, directly or indirectly, by the Company and which has, on or prior
to issue date (howsoever described) of the relevant Senior Unsecured Notes, become party to the Intercreditor Agreement as a Senior
Unsecured Note Issuer.


 






    28


     


    




“Separate Loan”
has the meaning given to that term in Clause 10.1 (Repayment of Loans).


 


“Solvent”
means with respect to a US Obligor incorporated in the US and its Subsidiaries as of any date, that as of such date:


 


		(a)	the fair value of the assets of such US Obligor and its Subsidiaries, on a consolidated basis,
exceeds the debts and liabilities, subordinated, contingent or otherwise, of such US Obligor and its Subsidiaries, on a consolidated
basis;



 


		(b)	the present fair saleable value of the assets of such US Obligor and its Subsidiaries, on a consolidated
basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, on the debts and
other liabilities, subordinated, contingent or otherwise, of such US Obligor and its Subsidiaries, as such debts and other liabilities
become absolute and matured;



 


		(c)	such US Obligor and its Subsidiaries, on a consolidated basis, are able to pay the debts and liabilities,
subordinated, contingent or otherwise, of such US Obligor and its Subsidiaries, as such debts and liabilities become absolute and
matured; and



 


		(d)	such US Obligor and its Subsidiaries, on a consolidated basis, are not engaged in, and are not
about to engage in, business for which such US Obligor and its Subsidiaries, on a consolidated basis, have unreasonably small capital.



 


		(e)	For purposes of this definition, the amount of any contingent liability at any time shall be computed
as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably
be expected to become an actual or matured liability as determined in good faith by the Company.



 


“Specified Contracts”
means:


 


		(a)	from (and including) its effective date, the sponsorship agreement dated 18 June 2014 between
adidas (UK) Limited and MUFC (as may be amended and/or restated, novated, modified or supplemented from time to time) (the “adidas
Agreement”) or any replacement or successor contract thereof; and



 


		(b)	(i) the global sponsorship agreement dated 27 July 2011 between MUFC and General Motors
Holdings LLC and (ii) the shirt sponsorship agreement dated 26 July 2012 between MUFC and General Motors Holdings LLC
or, in each case, any replacement or successor contract thereof.



 


“Specified Time”
means a time determined in accordance with Schedule 10 (Timetables).


 


“Sponsorship Newco”
means a Restricted Subsidiary that is formed as a Subsidiary of New Holdco primarily for the purpose of undertaking any sponsorship
contracts and/or arrangements entered into after the date of this Agreement or any other similar business of the Group (which,
for the purpose of this definition, shall include any Unrestricted Subsidiaries) and/or the first team of MUFC.


 


“Stadium”
means the football stadium at Old Trafford Stadium, Sir Matt Busby Way, Manchester M16 0RA, England owned by MUL.


 


“Structural Adjustment”
has the meaning given to it in Clause 41.3 (Exceptions).


 






    29


     


    

 


“Subordinated Shareholder
Funding” has the meaning ascribed to such term in Schedule 15 (Restrictive Covenants).


 


“Subsidiary”
means a subsidiary undertaking within the meaning of section 1162 of the Companies Act 2006.


 


“Super Majority Lenders”
means a Lender or Lenders whose Commitments aggregate 85 per cent. or more of the Total Commitments (or, if the Total Commitments
have been reduced to zero, aggregated 85 per cent. or more of the Total Commitments immediately prior to that reduction).


 


“TARGET2”
means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform
and which was launched on 19 November 2007.


 


“Tax” means
any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection
with any failure to pay or any delay in paying any of the same).


 


“Termination Date”
means 4 July 2025.


 


“Third Party Disposal”
means the disposal (directly or indirectly) of an Obligor to a person which is not a member of the Group where that disposal:


 


		(a)	is permitted or not prohibited under Schedule 15 (Restrictive Covenants) or any applicable
term of this Agreement; or



 


		(b)	is made with the approval of the Majority Lenders.



 


“Total Commitments”
means the aggregate of the Commitments, being £50,000,000 at the date of this Agreement.


 


“Transaction Documents”
means the Finance Documents, Senior Note Documents, each Hedging Agreement (as defined in the Intercreditor Agreement) and each
other Debt Document.


 


“Transaction Security”
means the Security created or expressed to be created in favour of the Security Trustee pursuant to the Transaction Security Documents.


 


“Transaction Security
Documents” means the Existing Security Documents and any document required to be delivered to the Agent under paragraph 15
of Part 2 of Schedule 2 (Conditions Precedent) together with any other document entered into by any Obligor creating
or expressed to create any Security over all or any part of its assets in respect of the obligations of any of the Obligors under
any of the Finance Documents.


 


“Transfer Certificate”
means a certificate substantially in the form set out in Schedule 5 (Form of Transfer Certificate) or any other form
agreed between the Agent and the Company (each acting reasonably).


 


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


 


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



 


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



 






    30


     


    

 


“UEFA” means
the Union of European Football Associations and any successor or replacement organisation thereof.


 


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


 


“Unrestricted Subsidiaries”
has the meaning given to such term in Schedule 15 (Restrictive Covenants).


 


“US” means
the United States of America.


 


“US Bankruptcy Law”
means the United States Bankruptcy Code of 1978 (Title 11 of the United States Code) and any other United States federal or state
bankruptcy, insolvency or similar law.


 


“US Borrower”
means a Borrower that is a US Person.


 


“US Guarantor”
means a Guarantor that is a US Person.


 


“US Obligor”
means a US Borrower or US Guarantor.


 


“US
Person” means “United States Person” as defined in Section 7701(a)(30) of the Code and includes an entity
whose sole owner is a US Person if the entity is disregarded as being an entity separate from such owner for US federal tax purposes.
As of the date of this Agreement, each of the Original Guarantors is treated as a US Person.


 


“US Tax Obligor”
means:


 


		(a)	a Borrower which is resident for tax purposes in the US or otherwise treated as a United States
person (or a disregarded entity whose owner is a United States person) for US federal income tax purposes; or



 


		(b)	an Obligor some or all of whose payments under the Finance Documents are from sources within the
US for US federal income tax purposes.



 


“USA
PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).


 


“Utilisation”
means a Loan.


 


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


 


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


 


“VAT” means:


 


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



 


		(b)	any other tax of a similar nature, whether imposed in a member state of the European Union in substitution
for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere (including, for the avoidance
of doubt, any tax levied in accordance with the Value Added Tax Act 1994).



 






    31


     


    

 


“Write-down and Conversion
Powers” means:


 


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



 


		(b)	in relation to any other applicable Bail-In Legislation:



 


		(i)	any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person
that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution,
to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability
arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to
provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation
in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those
powers; and



 


		(ii)	any similar or analogous powers under that Bail-In Legislation.



 


	1.2	Construction



 


		(a)	Unless a contrary indication appears a reference in any Finance Document to:



 


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



 


		(ii)	a document in “agreed form” is a document which is previously agreed in writing
by or on behalf of the Company and the Agent or, if not so agreed, is in the form specified by the Agent (acting reasonably);



 


		(iii)	“assets” includes present and future properties, revenues and rights of every
description;



 


		(iv)	a “Finance Document” or a “Transaction Document” or any other
agreement or instrument is a reference to that Finance Document or Transaction Document or other agreement or instrument as amended,
novated, supplemented, extended or restated;



 


		(v)	“guarantee” means (other than in Clause 23 (Guarantee and Indemnity))
any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual
or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase
assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person
to meet its indebtedness;



 


		(vi)	“including” means including without limitation and “includes”
and “included” shall be construed accordingly;



 






    32


     


    

 


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



 


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



 


		(ix)	a “regulation” includes any regulation, rule, official directive, request or
guideline (whether or not having the force of law but if not having the force of law being one with which it is the practice of
the relevant person to comply with) of any governmental, intergovernmental or supranational body, agency, department or of any
regulatory, self-regulatory or other authority or organisation;



 


		(x)	a provision of law is a reference to that provision as amended or re-enacted;



 


		(xi)	a time of day is a reference to London time;



 


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



 


		(xiii)	the “date of this Agreement” (as referred to in this Agreement only) means the
original date of this Agreement;



 


		(xiv)	the “equivalent” in any currency (the “first currency”) of
any amount in another currency (the “second currency”) shall be construed as a reference to the amount in the
first currency which could be purchased with that amount in the second currency at the Agent’s Spot Rate of Exchange for
the purchase of the first currency with the second currency in the London foreign exchange market at or about 11:00 a.m. on
a particular day (or at or about such time and on such date as the Agent may from time to time reasonably determine to be appropriate
in the circumstances).



 


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



 


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



 


		(d)	A Default and an Event of Default is “continuing” if it has not been remedied
or waived.



 


		(e)	For the avoidance of doubt, it is agreed that any Default or Event of Default arising from a failure
to deliver a document or perform an act within a period of time or on or by a specified date shall be capable of remedy and shall
cease to be continuing once that document has been delivered or act performed.



 


		(f)	For the avoidance of doubt and without prejudice to the provisions of Schedule 15 (Restrictive
Covenants) and Schedule 16 (Additional Events of Default), in the context of Clause 24 (Representations), Clause
27 (General Undertakings) or Clause 28 (Events of Default)) a reference to an amount (or its equivalent in another
currency or currencies) shall be determined by reference to the rate of exchange (determined in accordance with the definition
of equivalent pursuant to paragraph (a)(xiv) above) on the date of commitment, incurrence or making of a particular disposal,
acquisition, investment, lease, loan, debt or guarantee or taking any other relevant action and any subsequent exchange rate fluctuation
shall not cause a Default or an Event of Default or the breach of any provision of Clause 27 (General Undertakings) or misrepresentation
in respect of any provision of Clause 24 (Representations).



 






    33


     


    

 


		(g)	Unless specifically provided to the contrary a reference to “Subsidiary” or
 “Material Company” or “member of the Group” excludes each Unrestricted Subsidiary.



 


		(h)	Without limiting the definition of “Accounting Principles”, leases shall continue to
be classified and accounted for on a basis consistent with that reflected in the Original Financial Statements of the Company for
all purposes of this Agreement, notwithstanding any change in the Accounting Principles relating thereto, unless the parties hereto
shall enter into a mutually acceptable amendment addressing such changes.



 


	1.3	Currency Symbols and Definitions



 


“£”,
 “GBP” and “sterling” denote the lawful currency of the United Kingdom.


 


	1.4	Terms defined in the Restrictive Covenants Schedule



 


Unless a contrary intention appears,
capitalised terms used in this Agreement which are not defined in Clause 1.1 (Definitions) have the meaning given to them
in Schedule 15 (Restrictive Covenants).


 


	1.5	Third party rights



 


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



 


		(b)	Notwithstanding any term of any Finance Document, the consent of any person who is not a Party
is not required to rescind or vary any Finance Document at any time.



 






    34


     


    

 


SECTION 2


 


THE FACILITY


 


	2.	The FacilitY



 


	2.1	The Facility



 


Subject to the terms of this
Agreement, the Lenders make available to the Borrowers a sterling revolving credit facility in an aggregate amount which is equal
to the Total Commitments.


 


	2.2	Increase



 


		(a)	The Company may by giving prior notice to the Agent after the effective date of a cancellation
of:



 


		(i)	the Available Commitments of a Defaulting Lender in accordance with Clause 11.5 (Right of cancellation
in relation to a Defaulting Lender); or



 


		(ii)	the Commitments of a Lender in accordance with Clause 11.1 (Illegality), request that the Total Commitments
be increased (and the Total Commitments shall be so increased) in an aggregate amount in the Base Currency of up to the amount
of the Available Commitments or Commitments so cancelled as follows:



 


		(A)	the increased Commitments will be assumed by one or more Lenders or other persons (each an “Increase
Lender”) selected by the Company including, without limitation, any Investor Affiliate (so long as any such assumption
by any Investor Affiliate is in compliance with and treated as a debt purchase transaction the subject of Clause 30 (Restriction
on Debt Purchase Transactions)) and each of which confirms (in its absolute discretion) its willingness to assume and does
assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it
had been an Original Lender in respect of those Commitments. For the avoidance of doubt, a Lender is not under any obligation to
assume any increase in its commitment;



 


		(B)	each of the Obligors and any Increase Lender shall assume obligations towards one another and/or
acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase
Lender been an Original Lender in respect of that part of the increased Commitments which it is to assume;



 


		(C)	each Increase Lender shall become a Party as a “Lender” and any Increase Lender and
each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase
Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender in respect
of that part of the increased Commitments which it is to assume;



 


		(D)	the Commitments of the other Lenders shall continue in full force and effect; and



 






    35


     


    

 


		(E)	any increase in the Total Commitments shall take effect on the date specified by the Company in
the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied.



 


		(b)	An increase in the Total Commitments pursuant to this Clause 2.2 will only be effective on the
execution by the Agent of an Increase Confirmation from the relevant Increase Lender, which the Agent shall execute promptly on
request, provided that:



 


		(i)	the Increase Confirmation is duly completed, appears on its face to comply with the terms of this
Agreement and is delivered in accordance with the terms of this Agreement; and



 


		(ii)	the Agent is satisfied that is has complied with all necessary “know your customer”,
USA PATRIOT Act or other similar checks under all applicable laws and regulations in relation to the assumption of the increased
Commitments by that Increase Lender.



 


		(c)	Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt)
that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite
Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective and that it
is bound by that decision to the same extent as it would have been had it been an Original Lender.



 


		(d)	Unless the Agent otherwise agrees, the Increase Lender shall, on the date upon which the increase
takes effect, pay to the Agent (for its own account) a fee in an amount equal to the fee which would be payable under Clause 29.3
(Assignment or transfer fee) if the increase was a transfer pursuant to Clause 29.5 (Procedure for transfer) and
if the Increase Lender was a New Lender.



 


		(e)	The Company may pay to the Increase Lender a fee in the amount and at the times agreed between
the Company and the Increase Lender in a Fee Letter.



 


		(f)	Neither the Agent nor any Lender shall have any obligation to find an Increase Lender and in no
event shall any Lender whose Commitment is replaced by an Increase Lender be required to pay or surrender any of the fees received
by such Lender pursuant to the Finance Documents.



 


		(g)	Clause 29.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis
in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to:



 


		(i)	an “Existing Lender” were references to all the Lenders immediately prior to
the relevant increase;



 


		(ii)	the “New Lender” were references to that “Increase Lender”;
and



 


		(iii)	a “re-transfer” and “re-assignment” were references to respectively
a “transfer” and “assignment”.



 


		(h)	The Finance Parties shall be required to enter into any amendment to the Finance Documents (including,
without limitation, in relation to any changes to, the taking of, or the release coupled with the retaking of, Transaction Security)
required by the Company in order to facilitate or reflect any of the matters contemplated by this Clause 2.2. The Agent and the
Security Trustee are each authorised and instructed by each Finance Party to execute any such amended or replacement Finance Documents
(and shall do so on the request of and at the cost of the Company).



 






    36


     


    

 


	2.3	Finance Parties’ rights and obligations



 


		(a)	The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance
Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance
Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.



 


		(b)	The rights of each Finance Party under or in connection with the Finance Documents are separate
and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate
and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with paragraph (c) below.
The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance
of doubt, any part of a Loan or any other amount owed by an Obligor which relates to a Finance Party’s participation in the
Facility or its role under a Finance Document (including any such amount payable to the Agent on its behalf) is a debt owing to
that Finance Party by that Obligor.



 


		(c)	A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its
rights under the Finance Documents.



 


	2.4	Obligors’ Agent



 


		(a)	Each Obligor (other than the Company) by its execution of this Agreement or an Accession Deed irrevocably
appoints the Company to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:



 


		(i)	the Company on its behalf to supply all information concerning itself contemplated by this Agreement
to the Finance Parties and to give all notices and instructions (including, in the case of a Borrower, Utilisation Requests), to
execute on its behalf any Accession Deed, to make such agreements and to effect the relevant amendments, supplements and variations
capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference
to or the consent of that Obligor; and



 


		(ii)	each Finance Party to give any notice, demand or other communication to that Obligor pursuant to
the Finance Documents to the Company, 



 


	 	 	and in each case the Obligor shall
be bound as though the Obligor itself had given the notices and instructions (including, without limitation, any Utilisation Requests)
or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand
or other communication.
	 	 	 
		(b)	Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation,
notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance
Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and
whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes
on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices
or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.



 






    37


     


    

 


	3.	Purpose



 


	3.1	Purpose



 


Each Borrower shall apply all
amounts borrowed by it under the Facility towards the general corporate and working capital purposes of the Group (other than the
prepayment of any Senior Secured Debt). For the avoidance of doubt amounts borrowed under this Agreement may be used towards the
making of acquisitions (including, but not limited to, the acquisition of players).


 


	3.2	Monitoring



 


No Finance Party is bound to
monitor or verify the application of any amount borrowed pursuant to this Agreement.


 


	4.	Conditions of Utilisation



 


	4.1	Initial conditions precedent



 


		(a)	No Borrower may deliver a Utilisation Request unless the Agent has received (or waived the requirement
to receive on the instructions of the Majority Lenders or is otherwise satisfied (acting reasonably) that it will receive such
documents and evidence on or prior to the first Utilisation Date) (i) all of the documents and other evidence listed in Part 1
of Schedule 2 (Conditions Precedent) (other than the document listed in paragraphs 4(a) and 4(e) in Part 1
of Schedule 2 (Conditions Precedent)), in form and substance satisfactory to the Agent (acting reasonably) and (ii) all
of the documents and other evidence listed in paragraphs 4(a) and 4(e) in Part 1 of Schedule 2 (Conditions Precedent)
which, for the avoidance of doubt, will not have to be in form and substance satisfactory to the Agent. The Agent shall notify
the Company and the Lenders promptly upon being so satisfied.



 


		(b)	Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary
before the Agent gives the notification described in paragraph (a) above, the Lenders authorise (but do not require) the Agent
to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any
such notification.



 


	4.2	Further conditions precedent



 


Subject to Clause 4.1 (Initial
Conditions Precedent), the Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation)
in relation to a Utilisation if on the date of the Utilisation Request and on the proposed Utilisation Date:


 


		(a)	in the case of any Utilisation other than a Rollover Loan:



 


		(i)	no Default is continuing or would result from the proposed Utilisation; and



 


		(ii)	the Repeating Representations to be made by each Obligor are true in all respects by reference
to the facts then subsisting or, in the case of such Repeating Representations which are not otherwise subject to a materiality
threshold or qualification in accordance with their terms, are correct in all material respects; and



 


		(b)	in the case of a Rollover Loan, no Acceleration Event has occurred.



 


	4.3	Maximum number of Utilisations



 


		(a)	A Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation more
than 10 Loans would be outstanding.



 


		(b)	Any Separate Loan shall not be taken into account in this Clause 4.3.



 






    38


     


    

 


SECTION 3


 


UTILISATION


 


	5.	Utilisation - Loans



 


	5.1	Delivery of a Utilisation Request



 


A Borrower may utilise the Facility
by way of a Loan by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.


 


	5.2	Completion of a Utilisation Request for Loans



 


		(a)	Each Utilisation Request for a Loan is irrevocable and will not be regarded as having been duly
completed unless:



 


		(i)	it identifies the Borrower of the Loan;



 


		(ii)	the proposed Utilisation Date is a Business Day within the Availability Period;



 


		(iii)	the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount);
and



 


		(iv)	the proposed Interest Period complies with Clause 15 (Interest Periods).



 


		(b)	Multiple Utilisations may be requested in a Utilisation Request where the proposed Utilisation
Date is the Closing Date. Only one Utilisation may be requested in each subsequent Utilisation Request.



 


	5.3	Currency and amount



 


		(a)	The currency specified in a Utilisation Request must be the Base Currency.



 


		(b)	The amount of the proposed Utilisation must be a minimum of £1,000,000 or, if less, the Available
Facility in relation to the relevant Facility.



 


	5.4	Lenders’ participation



 


		(a)	If the conditions set out in this Agreement have been met, and subject to Clause 10.1 (Repayment
of Loans), each Lender shall make its participation in each Loan available on the Utilisation Date through its Facility Office.



 


		(b)	The amount of each Lender’s participation in each Loan will be equal to the proportion borne
by its Available Commitment to the Available Facility immediately prior to making the Loan.



 


	5.5	Cancellation of Commitment



 


The Commitments which, at that
time, are unutilised shall be immediately cancelled at the end of the Availability Period.


 


	6.	[RESERVED]



 


	7.	[RESERVED]



 


	8.	[RESERVED]



 


	9.	[RESERVED]



 






    39


     


    

 



  


SECTION 4


  


REPAYMENT, PREPAYMENT AND CANCELLATION


 


		10.	Repayment



 


		10.1	Repayment of Loans



 


		(a)	Subject to paragraph (c) below, each Borrower which has drawn a Loan shall repay that
Loan on the last day of its Interest Period.



 


		(b)	Without prejudice to each Borrower’s obligation under paragraph (a) above, if:



 


		(i)	one or more Loans are to be made available to a Borrower:



 


		(A)	on the same day that a maturing Loan is due to be repaid by that Borrower;



 


		(B)	in the same currency as the maturing Loan; and



 


		(C)	in whole or in part for the purpose of refinancing the maturing Loan; and



 


		(ii)	the proportion borne by each Lender’s participation in the maturing Loan to the amount of
that maturing Loan is the same as the proportion borne by that Lender’s participation in the new Loans to the aggregate amount
of those new Loans,



 


the aggregate amount of the new
Loans shall be treated as if applied in or towards repayment of the maturing Loan so that:


 


		(I)	if the amount of the maturing Loan exceeds the aggregate amount of the new Loans:



 


		(1)	the relevant Borrower will only be required to pay an amount in cash in the relevant currency equal
to that excess; and



 


		(2)	each Lender’s participation (if any) in the new Loans shall be treated as having been made
available and applied by the Borrower in or towards repayment of that Lender’s participation (if any) in the maturing Loan
and that Lender will not be required to make its participation in the new Loans available in cash; and



 


		(II)	if the amount of the maturing Loan is equal to or less than the aggregate amount of the new Loans:



 


		(1)	the relevant Borrower will not be required to make any payment in cash; and



 


		(2)	each Lender will be required to make its participation in the new Loans available in cash only
to the extent that its participation (if any) in the new Loans exceeds that Lender’s participation (if any) in the maturing
Loan and the remainder of that Lender’s participation in the new Loans shall be treated as having been made available and
applied by the Borrower in or towards repayment of that Lender’s participation in the maturing Loan.



 






    40


     


    

  


		(c)	At any time when a Lender becomes a Defaulting Lender, the maturity date of each of the participations
of that Lender in the Loans then outstanding will be automatically extended to the relevant Termination Date in relation to the
Facility and will be treated as separate Loans (the “Separate Loans”) denominated in the currency in which the
relevant participations are outstanding.



 


		(d)	A Borrower to whom a Separate Loan is outstanding may prepay that Loan by giving five Business
Days’ prior notice to the Agent. The Agent will forward a copy of a prepayment notice received in accordance with this paragraph (d) to
the Defaulting Lender concerned as soon as practicable on receipt.



 


		(e)	Interest in respect of a Separate Loan will accrue for successive Interest Periods selected by
the Borrower by the time and date specified by the Agent (acting reasonably) and will be payable by that Borrower to the Defaulting
Lender on the last day of each Interest Period of that Loan.



 


		(f)	The terms of this Agreement relating to Loans generally shall continue to apply to Separate Loans
other than to the extent inconsistent with paragraphs (c) to (e) above, in which case those paragraphs shall prevail
in respect of any Separate Loan.



 


		11.	Illegality, Voluntary Prepayment and Cancellation



 


		11.1	Illegality



 


If, after the date of this Agreement
(or, if later, the date the relevant Lender became a Party), it becomes unlawful in any applicable jurisdiction for a Lender to
perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in any Utilisation
or it becomes after the date of this Agreement (or, if later, the date the relevant Lender became a Party) unlawful for any Affiliate
of a Lender for that Lender to do so:


 


		(a)	that Lender shall promptly notify the Agent upon becoming aware of that event and the Agent shall
promptly notify the Company after receiving such notice;



 


		(b)	upon the Agent notifying the Company, the Available Commitment of that Lender will be immediately
reduced and cancelled to the extent necessary to comply with applicable laws or avoid the relevant unlawfulness; and



 


		(c)	to the extent that the Lender’s participation has not been transferred pursuant to Clause
41.4 (Replacement or repayment of Lender), each Borrower shall repay that Lender’s reduced or cancelled participation
in the Utilisations made to that Borrower (or procure the transfer of that Lender’s participation at par to another Lender
willing to accept such transfer) on the last day of the Interest Period for each Utilisation occurring after the Agent has notified
the Company or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last
day of any applicable grace period permitted by law) and that Lender’s corresponding Commitment(s) shall be cancelled
in the amount of the participations repaid.



 


		11.2	Voluntary cancellation



 


The Company may, if it gives
the Agent not less than three Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel
the whole or any part (but if in part, being a minimum amount of £1,000,000) of the Available Facility. Any cancellation
under this Clause 11.2 shall reduce the Available Commitments of the Lenders rateably under the Facility.


 






    41


     


    

  


		11.3	Voluntary prepayment of Utilisations



 


A Borrower to which a Utilisation
has been made may, if it or the Company gives the Agent not less than three Business Days’ (or such shorter period as the
Majority Lenders may agree) prior notice, prepay the whole or any part of the Utilisation (but if in part, being an amount that
reduces the Base Currency Amount of the Utilisation by a minimum amount of £1,000,000).


 


		11.4	Right of cancellation and repayment in relation to a single Lender



 


		(a)	If:



 


		(i)	any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of
Clause 18.2 (Tax gross-up);



 


		(ii)	any Lender claims indemnification from the Company or an Obligor under Clause 18.3 (Tax
indemnity) or Clause 19.1 (Increased costs); or



 


		(iii)	any Lender invokes Clause 16.3 (Market disruption),



 


then the Company may:


 


		(A)	require the transfer or assignment in accordance with this Agreement of all (but at par only) of
that Lender’s Commitments and participations in the Utilisations to a person nominated by the Company willing to accept that
transfer or assignment in accordance with paragraph (c) below; or



 


		(B)	give the Agent notice of cancellation of all or any part of the Commitments of that Lender and
the Company’s intention to procure the repayment of all of that Lender’s participations in the Utilisations, whereupon
the relevant part of the Commitments of that Lender shall immediately be reduced to zero.



 


		(b)	On the last day of each Interest Period which ends after the Company has given notice of cancellation
under paragraph (a) above (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Loan
is outstanding shall repay that Lender’s participation in that Loan and that Lender’s corresponding Commitment shall
be immediately cancelled in the amount of the participations repaid.



 


		(c)	If paragraph (a)(A) above applies, the Company may on 10 Business Days’ prior notice
to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender
shall) transfer pursuant to Clause 29 (Changes to the Lenders) all (and not part only) of its rights and obligations under
this Agreement to an Eligible Institution which confirms its willingness to assume and does assume all the obligations of the transferring
Lender in accordance with Clause 29 (Changes to the Lenders) for a purchase price in cash payable at the time of the transfer
in an amount equal to the outstanding principal amount of such Lender’s participation in the outstanding Loans and all accrued
interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.



 


		(d)	The replacement of a Lender pursuant to paragraph (c) above shall be subject to the following
conditions:



 


		(i)	the Company shall have no right to replace the Agent;



 






    42


     


    

  


		(ii)	neither the Agent nor any Lender shall have any obligation to find a Replacement Lender;



 


		(iii)	in no event shall the Lender replaced under paragraph (c) above be required to pay or surrender
any of the fees received by such Lender pursuant to the Finance Documents; and



 


		(iv)	the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (c) above
once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all
applicable laws and regulations in relation to that transfer.



 


		(e)	A Lender shall perform the checks described in paragraph (d)(iv) above as soon as reasonably
practicable following delivery of a notice referred to in paragraph (c) above and shall notify the Agent and the Company when
it is satisfied that it has complied with those checks.



 


		11.5	Right of cancellation in relation to a Defaulting Lender



 


		(a)	If any Lender becomes a Defaulting Lender, the Company may, at any time whilst the Lender continues
to be a Defaulting Lender, give the Agent three Business Days’ notice of cancellation of the Available Commitments in relation
to each Facility of that Lender.



 


		(b)	On the notice referred to in paragraph (a) above becoming effective, the Available Commitments
in relation to each Facility of the Defaulting Lender shall immediately be reduced to zero.



 


		(c)	The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (a) above,
notify all the Lenders.



 


		12.	Mandatory Prepayment



 


Upon the occurrence of a Change
of Control:


 


		(a)	the Company shall promptly notify the Agent upon becoming aware of a Change of Control and the
Agent shall promptly notify the Lenders thereafter (the “Agent’s Notice”); and



 


		(b)	provided that such request is made prior to the date falling 30 days after the date of the Agent’s
Notice, if any Lender so requires:



 


		(i)	the Agent shall promptly notify the Company (the “Notice to the Company”) that
the Commitment of that Lender shall be cancelled on the date falling 30 days (or if such date is not a Business Day, the next Business
Day) after the date of the Notice to the Company; and



 


		(ii)	the Commitment of that Lender will be cancelled and that Lender’s participation in all outstanding
Utilisations, together with accrued interest and all other amounts accrued to that Lender under the Finance Documents, shall become
due and payable, and shall be repaid in full, in each case, on the date falling 30 days (or if such date is not a Business Day,
the next Business Day) after the date of the Notice to the Company.



 






    43


     


    

 


		13.	Restrictions



  


		13.1	Notices of Cancellation or Prepayment



 


		(a)	Subject to paragraph (b) below, any notice of cancellation, prepayment, authorisation or other
election given by any Party under Clause 11 (Illegality, Voluntary Prepayment and Cancellation), shall (subject to
the terms of those Clauses) be irrevocable (unless otherwise agreed by the Majority Lenders) and, unless a contrary indication
appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and
the amount of that cancellation or prepayment.



 


		(b)	In the event that the Borrower or the Company delivers, in relation to a voluntary prepayment and/or
cancellation only, a conditional notice and/or revocable notice of cancellation and/or prepayment under this Agreement (which,
for the avoidance of doubt, it shall be permitted to do), unless the Borrower or the Company (as applicable) gives notice to the
Agent of at least one Business Day prior to the date on which the cancellation and/or prepayment was to be made, the Borrower or
the Company (as applicable) shall be liable for any Break Costs if the relevant cancellation and/or prepayment is not made.



 


		13.2	Interest and other amounts



 


Any prepayment under this Agreement
shall be made together with accrued interest on the amount prepaid and, subject to payment of any Break Costs, without premium
or penalty.


 


		13.3	Reborrowing of Facility



 


Unless a contrary indication
appears in this Agreement, any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of
this Agreement.


 


		13.4	Prepayment in accordance with Agreement



 


No Borrower shall repay or prepay
all or any part of the Utilisations or cancel all or any part of the Commitments except at the times and in the manner expressly
provided for in this Agreement.


 


		13.5	No reinstatement of Commitments



 


Subject to Clause 2.2 (Increase),
no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.


 


		13.6	Agent’s receipt of Notices



 


If the Agent receives a notice
under Clause 11 (Illegality, Voluntary Prepayment and Cancellation), it shall promptly forward a copy of that notice
or election to either the Company or the affected Lender, as appropriate.


 


		13.7	Effect of Repayment and Prepayment on Commitments



 


If all or part of a Utilisation
under the Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further
conditions precedent)), an amount of the Commitments (equal to the Base Currency Amount of the amount of the Utilisation which
is repaid or prepaid) in respect of the Facility will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation
under this Clause 13.7 shall reduce the Commitments of the Lenders rateably under the Facility.


 






    44


     


    

 


SECTION 5


 


COSTS OF UTILISATION


 


		14.	Interest



 


		14.1	Calculation of interest



 


The rate of interest on each
Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:


 


		(a)	Margin; and



 


		(b)	LIBOR.



 


		14.2	Payment of interest



 


The Borrower to which a Loan
has been made shall pay accrued interest on that Loan on the last day of each Interest Period (and, if the Interest Period is longer
than six Months, on the dates falling at six Monthly intervals after the first day of the Interest Period).


 


		14.3	Default interest



 


		(a)	If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest
shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate
which, subject to paragraph (b) below, is one per cent. per annum higher than the rate which would have been payable
if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive
Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 14.3
shall be immediately payable by the Obligor on demand by the Agent.



 


		(b)	If any overdue amount consists of all or part of a Loan which became due on a day which was not
the last day of an Interest Period relating to that Loan:



 


		(i)	the first Interest Period for that overdue amount shall have a duration equal to the unexpired
portion of the current Interest Period relating to that Loan; and



 


		(ii)	the rate of interest applying to the overdue amount during that first Interest Period shall be
one per cent. higher than the rate which would have applied if the overdue amount had not become due.



 


		(c)	Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount
at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.



 


		14.4	Notification of rates of interest



 


		(a)	The Agent shall promptly notify the Lenders and the relevant Borrower (or the Company) of the determination
of a rate of interest under this Agreement.



 


		(b)	The Agent shall promptly notify the relevant Borrower (or the Company) of each Funding Rate relating
to a Loan.



 






    45


     


    

 


		15.	Interest Periods



  


		15.1	Selection of Interest Periods and Terms



 


		(a)	A Borrower may select an Interest Period for a Loan in the Utilisation Request for that Loan.



 


		(b)	Subject to this Clause 15, a Borrower may select an Interest Period of one, two, three or
six Months or any other period agreed between the relevant Borrower and the Agent (acting on the instructions of all the Lenders
in relation to the relevant Loan).



 


		(c)	An Interest Period for a Loan shall not extend beyond the relevant Termination Date.



 


		(d)	A Loan has one Interest Period only.



 


		15.2	Non-Business Days



 


If an Interest Period would otherwise
end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month
(if there is one) or the preceding Business Day (if there is not).


 


		16.	Changes to the Calculation of Interest



 


		16.1	Unavailability of Screen Rate



 


		(a)	Interpolated Screen Rate: If no Screen Rate is available for LIBOR for the Interest Period
of a Loan, the applicable LIBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of that
Loan.



 


		(b)	Shortened Interest Period: If no Screen Rate is available for LIBOR for:



 


		(i)	the currency of a Loan; or



 


		(ii)	the Interest Period of a Loan and it is not possible to calculate the Interpolated Screen Rate,



 


the Interest Period of that Loan
shall (if it is longer than the applicable Fallback Interest Period) be shortened to the applicable Fallback Interest Period and
the applicable LIBOR for that shortened Interest Period shall be determined pursuant to the relevant definition.


 


		(c)	Shortened Interest Period and Historic Screen Rate: If the Interest Period of a Loan is,
after giving effect to paragraph (b) above, either the applicable Fallback Interest Period or shorter than the applicable
Fallback Interest Period and, in either case, no Screen Rate is available for LIBOR for:



 


		(i)	the currency of that Loan; or



 


		(ii)	the Interest Period of that Loan and it is not possible to calculate the Interpolated Screen Rate,



 


the applicable LIBOR shall be the
Historic Screen Rate for that Loan.


 


		(d)	Shortened Interest Period and Interpolated Historic Screen Rate: If paragraph (c) above
applies but no Historic Screen Rate is available for the Interest Period of the Loan, the applicable LIBOR shall be the Interpolated
Historic Screen Rate for a period equal in length to the Interest Period of that Loan.



 






    46


     


    

 


		(e)	Base Reference Bank Rate: If paragraph (d) above applies but it is not possible to
calculate the Interpolated Historic Screen Rate, the Interest Period of that Loan shall, if it has been shortened pursuant to paragraph (b) above,
revert to its previous length and the applicable LIBOR shall be the Base Reference Bank Rate as of the Specified Time for the currency
of that Loan and for a period equal in length to the Interest Period of that Loan.



  


		(f)	Alternative Reference Bank Rate: If paragraph (e) above applies but no Base Reference
Bank Rate is available for the relevant currency or Interest Period the applicable LIBOR shall be the Alternative Reference Bank
Rate as of the Specified Time for the currency of that Loan and for a period equal in length to the Interest Period of that Loan.



 


		(g)	Cost of funds: If paragraph (f) above applies but no Alternative Reference Bank
Rate is available for the relevant currency or Interest Period there shall be no LIBOR for that Loan and Clause 16.4 (Cost
of funds) shall apply to that Loan for that Interest Period.



 


		16.2	Calculation of Base Reference Bank Rate and Alternative Reference Bank Rate



 


		(a)	Subject to paragraph (b) below, if LIBOR is to be determined on the basis of a Base Reference
Bank Rate but a Base Reference Bank does not supply a quotation by the Specified Time, the Base Reference Bank Rate shall be calculated
on the basis of the quotations of the remaining Base Reference Banks.



 


		(b)	If at or about noon on the Quotation Day none or only one of the Base Reference Bank supplies a
quotation, there shall be no Base Reference Bank Rate for the relevant Interest Period.



 


		(c)	Subject to paragraph (d) below, if LIBOR is to be determined on the basis of an Alternative
Reference Bank Rate but an Alternative Reference Bank does not supply a quotation by the Specified Time, the Alternative Reference
Bank Rate shall be calculated on the basis of the quotations of the remaining Alternative Reference Banks.



 


		(d)	If before close of business in London on the date falling one Business Day after the Quotation
Day none or only one of the Alternative Reference Banks supplies a quotation, there shall be no Alternative Reference Bank Rate
for the relevant Interest Period.



 


		16.3	Market disruption



 


If before close of business in
London on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders (whose
participations in a Loan exceed 35 per cent. of that Loan) that the cost to it of funding its participation in that Loan from whatever
source it may reasonably select would be in excess of LIBOR then Clause 16.4 (Cost of funds) shall apply to that Loan for
the relevant Interest Period.


 


		16.4	Cost of funds



 


		(a)	If this Clause 16.4 applies, the rate of interest on the relevant Loan for the relevant Interest
Period shall be the percentage rate per annum which is the sum of:



 


		(i)	the Margin; and



 






    47


     


    

 


		(ii)	the weighted average of the rates notified to the Agent by each Lender as soon as practicable and
in any event by close of business on the date falling two Business Days after the Quotation Day (or, if earlier, on the date falling
two Business Days before the date on which interest is due to be paid in respect of that Interest Period), to be that which expresses
as a percentage rate per annum the cost to the relevant Lender of funding its participation in that Loan from whatever source it
may reasonably select.



  


		(b)	If this Clause 16.4 applies and the Agent or the Company so requires, the Agent and the Company
shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining
the rate of interest.



 


		(c)	Any alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent
of all the Lenders (other than any Defaulting Lenders) and the Company, be binding on all Parties.



 


		(d)	If this Clause 16.4 applies pursuant to Clause 16.3 (Market disruption) and:



 


		(i)	a Lender’s Funding Rate is less than LIBOR; or



 


		(ii)	a Lender does not supply a quotation by the time specified in paragraph (a)(ii) above,



 


the cost to that Lender of funding
its participation in that Loan for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to
be LIBOR.


 


		(e)	If this Clause 16.4 applies pursuant to Clause 16.1 (Unavailability of Screen Rate) but
any Lender does not supply a quotation by the time specified in paragraph (a)(ii) above the rate of interest shall be calculated
on the basis of the quotations of the remaining Lenders.



 


		16.5	Break Costs



 


		(a)	Each Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance
Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by that Borrower on a day other than the
last day of an Interest Period for that Loan or Unpaid Sum.



 


		(b)	Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate
confirming the amount of its Break Costs for any Interest Period in which they accrue.



 


		17.	Fees



 


		17.1	Commitment fee



 


		(a)	The Company shall pay (or shall procure the payment of) to the Agent (for the account of each Lender)
a fee in the Base Currency computed at the rate per annum of 50 per cent. of the applicable Margin on that Lender’s Available
Commitment under the Facility from (and including) the date of this Agreement to (and including) the last day of the Availability
Period.



 


		(b)	The accrued commitment fee is payable:



 


		(i)	on the last day of each successive period of three Months which ends during the Availability Period;



 






    48


     


    

 


		(ii)	on the last day of the Availability Period; and



 


		(iii)	on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation
is effective.



 


		(c)	No commitment fee is payable prior to the Closing Date or unless the Closing Date occurs.



  


		(d)	No commitment fee is payable to the Agent (for the account of a Lender) on any Available Commitment
of that Lender for any day on which that Lender is a Defaulting Lender.



 


		17.2	Upfront fee



 


The
Company shall pay (or shall procure the payment of) to the Original Lender an upfront fee in the amount and at the times agreed
in a Fee Letter. No upfront fee is payable prior to the Closing Date or unless the Closing Date occurs.


 


		17.3	Security Trustee fee



 


The Company shall pay (or shall
procure the payment of) to the Security Trustee (for its own account) a security trustee fee in the amount and at the times agreed
in a Fee Letter. No security trustee fee is payable prior to the Closing Date or unless the Closing Date occurs.


 






    49


     


    

 


SECTION 6


 


ADDITIONAL PAYMENT OBLIGATIONS


 


		18.	Tax Gross-Up and Indemnities



 


		18.1	Definitions



 


In this Agreement:


 


“Borrower DTTP Filing”
means an HM Revenue & Customs’ Form DTTP2 duly completed and filed by the relevant Borrower, which:


 


		(a)	where it relates to a UK Treaty Lender that is the Original Lender, contains the scheme reference
number and jurisdiction of tax residence stated opposite that Lender’s name in Part 2 of Schedule 1 (The Original
Parties), and



 


		(i)	where the Borrower is the Original Borrower, is filed with HM Revenue & Customs within
30 days of the date of this Agreement; or



 


		(ii)	where the Borrower is an Additional Borrower, is filed with HM Revenue & Customs within
30 days of the date on which that Borrower becomes an Additional Borrower; or



 


		(b)	where it relates to a UK Treaty Lender that is a New Lender, an Increase Lender, contains the scheme
reference number and jurisdiction of tax residence stated in respect of that UK Treaty Lender in the relevant Transfer Certificate,
Assignment Agreement, Increase Confirmation, and



 


		(i)	where the Borrower is a Borrower as at the relevant Transfer Date or Increase Date is filed with
HM Revenue & Customs within 30 days of that Transfer Date (or date on which the increase in Commitments described in the
relevant Increase Confirmation takes effect); or



 


		(ii)	where the Borrower is not a Borrower as at the relevant Transfer Date or Increase Date, is filed
with HM Revenue & Customs within 30 days of the date on which that Borrower becomes an Additional Borrower.



 


“Protected Party”
means a Finance Party which is or will be subject to any liability or required to make any payment for or on account of Tax in
relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance
Document.


 


“Qualifying Lender”
means:


 


		(a)	a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance
under a Finance Document and is:



 


		(i)	a Lender:



 


		(A)	which is a bank (as defined for the purpose of section 879 of the ITA) making an advance under
a Finance Document and is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect
of that advance or would be within such charge as respects such payment apart from section 18A of the CTA; or



 






    50


     


    

 


		(B)	in respect of an advance made under a Finance Document by a person that was a bank (as defined
for the purpose of section 879 of the ITA) at the time that that advance was made and which is within the charge to United Kingdom
corporation tax as respects any payments of interest made in respect of that advance;



 


		(ii)	a Lender which is:



 


		(A)	a company resident in the United Kingdom for United Kingdom tax purposes;



 


		(B)	a partnership each member of which is:



 


		(1)	a company so resident in the United Kingdom; or



 


		(2)	a company not so resident in the United Kingdom which carries on a trade in the United Kingdom
through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section
19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17
of the CTA;



 


		(C)	a company not so resident in the United Kingdom which carries on a trade in the United Kingdom
through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable
profits (within the meaning of section 19 of the CTA) of that company; or



 


		(iii)	a UK Treaty Lender; or



 


		(b)	a building society (as defined for the purposes of section 880 of the ITA) making an advance under
a Finance Document.



 


“Tax Confirmation”
means a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of an advance
under a Finance Document is either:


 


		(a)	a company resident in the United Kingdom for United Kingdom tax purposes; or



 


		(b)	a partnership each member of which is:



 


		(i)	a company so resident in the United Kingdom; or



 


		(ii)	a company not so resident in the United Kingdom which carries on a trade in the United Kingdom
through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section
19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17
of the CTA; or



 


		(c)	a company not so resident in the United Kingdom which carries on a trade in the United Kingdom
through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable
profits (within the meaning of section 19 of the CTA) of that company.



 


“Tax Credit”
means a credit against, relief or remission for, or repayment of, any Tax.


 






    51


     


    

 


“Tax Deduction”
means a deduction or withholding for or on account of Tax from a payment under a Finance Document other than a FATCA Deduction.


 


“Tax Payment”
means either the increase in a payment made by an Obligor to a Finance Party under Clause 18.2 (Tax gross-up) or a
payment under Clause 18.3 (Tax indemnity).


  


“Treaty Lender”
means a UK Treaty Lender or a US Treaty Lender as appropriate.


 


“UK Non-Bank Lender”
means where a Lender becomes a Party after the day on which this Agreement is entered into, a Lender which gives a Tax Confirmation
in the Assignment Agreement or Transfer Certificate which it executes on becoming a Party.


 


“UK Treaty Lender”
means a Lender which:


 


		(a)	is treated as a resident of a UK Treaty State for the purposes of the UK Treaty;



 


		(b)	does not carry on a business in the United Kingdom through a permanent establishment with which
that Lender’s participation in the Loan is effectively connected; and



 


		(c)	fulfils any other conditions which must be fulfilled under the UK Treaty by residents of that UK
Treaty State for such residents to obtain full exemption from taxation on interest imposed by the jurisdiction of incorporation
of the Borrower, subject to the completion of procedural formalities.



 


“UK Treaty State”
means a jurisdiction having a double taxation agreement (a “UK Treaty”) with the United Kingdom which makes
provision for full exemption from tax imposed by the United Kingdom on interest.


 


“US Qualifying Lender”
means a Lender which:


 


		(a)	is a US Person;



 


		(b)	is not a US Person but is entitled to complete exemption from withholding of US federal income
tax on interest payable to it in respect of a Loan or Commitment;



 


		(c)	is a US Treaty Lender; or



 


		(d)	would have fallen within either paragraph (a), (b) or (c) above but for any change after
the date of this Agreement (or, if later, the date on which such Lender became a Lender) in (or in the interpretation, administration
or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority.



 


“US Treaty Lender”
means a Lender which:


 


		(a)	is treated as a resident of a US Treaty State for the purposes of the US Treaty;



 


		(b)	does not carry on a business in the United States through a permanent establishment with which
that Lender’s participation in the Loan is effectively connected; and



 


		(c)	fulfils any other conditions which must be fulfilled under the US Treaty by residents of that US
Treaty State for such residents to obtain full exemption from taxation on interest or other amounts payable under this Agreement
imposed by the United States subject to the completion of procedural formalities.



 






    52


     


    

 


“US Treaty State”
means a jurisdiction having a double taxation agreement (a “US Treaty”) with the United States which makes provision
for full exemption from tax imposed by the United States on interest or other amounts payable under this Agreement.


 


“Withholding Form”
means the US Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI or W-9 (or, in each case, any successor form and, in each
case, attached to an IRS Form W-8IMY if required) or any other US Internal Revenue Service form by which a person may claim
an exemption from withholding of US federal income tax on interest payments to that person and, in the case of a person claiming
an exemption under the “portfolio interest exemption”, US Internal Revenue Service Form W-8BEN and a statement
certifying that such person is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code,
(B), a “10 per cent. shareholder” of the Borrower (or its “regarded owner” for US federal income tax purposes)
within the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” that
is related to the Borrower (or its “regarded owner” for US federal income tax purposes) within the meaning of Section 881(c)(3)(C) of
the Code.


  


Unless a contrary indication
appears, in this Clause 18 a reference to “determines” or “determined” means a determination
made in the absolute discretion of the person making the determination.


 


		18.2	Tax gross-up



 


		(a)	Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction
is required by law.



 


		(b)	The Company shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that
there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify
the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender
it shall notify the Company and that Obligor.



 


		(c)	Subject to the limitations and exclusions herein, if a Tax Deduction is required by law to be made
by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction)
leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.



 


		(d)	A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction on
account of Tax imposed by the United Kingdom, if on the date on which the payment falls due:



 


		(i)	the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had
been a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of
any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application
of) any law or Treaty or any published practice or published concession of any relevant taxing authority; or



 


		(ii)	the relevant Lender is a Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition
of Qualifying Lender and:



 


		(A)	an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a “Direction”)
under section 931 of the ITA which relates to the payment and that Lender has received from the Obligor making the payment or from
the Company a certified copy of that Direction; and



 






    53


     


    

 


		(B)	the payment could have been made to the Lender without any Tax Deduction if that Direction had
not been made; or



 


		(iii)	the relevant Lender is a Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition
of Qualifying Lender and:



 


		(A)	the relevant Lender has not given a Tax Confirmation to the Company; and



  


		(B)	the payment could have been made to the Lender without any Tax Deduction if the Lender had given
a Tax Confirmation to the Company, on the basis that the Tax Confirmation would have enabled the Company to have formed a reasonable
belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA; or



 


		(iv)	the relevant Lender is a UK Treaty Lender and the Obligor making the payment is able to demonstrate
that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under
paragraph (i) or (j) below.



 


		(e)	A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction on
account of Tax imposed by the United States from a payment to a Lender in respect of a Loan, if on the date on which the payment
falls due:



 


		(i)	that Lender has not complied with its obligations under paragraph (f) below;



 


		(ii)	that Lender was not a US Qualifying Lender on the date it first became a Lender; or



 


		(iii)	that Lender is not or has ceased to be a US Qualifying Lender.



 


		(f)	Each US Qualifying Lender shall submit to the Borrower and the Agent two duly completed and signed
copies of the relevant Withholding Form on or before the date on which it becomes a party to this Agreement (and from time
to time thereafter upon the request of such Borrower or the Agent, as applicable, or on or before the expiration, obsolescence
or invalidity of any previously delivered Withholding Form). The Agent shall submit to the Borrower properly completed copies of
Withholding Forms certifying that it is either a US Person, a “US branch” within the meaning of US Treasury Regulation
Section 1.1441-1(b)(2)(iv)(A) or a “Qualifying Intermediary” that assumes primary withholding responsibility
under Chapter 3 and Chapter 4 of the Code and for Form 1099 reporting and backup withholding) and update such form (to the
extent it is legally entitled to do so) from time to time thereafter upon the request of such Borrower or the Facility Agent, as
applicable, or on or before the expiration, obsolescence or invalidity of any previously delivered Withholding Form.



 


		(g)	If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and
any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.



 


		(h)	Within thirty days of making either a Tax Deduction or any payment required in connection with
that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment
a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Finance Party that the Tax Deduction
has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.



 






    54


     


    

 


		(i)	



 


		(i)	Subject to paragraph (ii) below, a Treaty Lender and each Obligor which makes a payment to
which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain
authorisation to make that payment without a Tax Deduction and, in particular, a Treaty Lender shall, as soon as reasonably practicable,
make and file an appropriate application for relief under the relevant Treaty.



  


		(ii)	



 


		(A)	a UK Treaty Lender which becomes a Party on the day on which this Agreement is entered into that
holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm
its scheme reference number and its jurisdiction of tax residence opposite its name in Part 2 of Schedule 1 (The Original
Parties); and



 


		(B)	a New Lender or Increase Lender that is a UK Treaty Lender that holds a passport under the HMRC
DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and
its jurisdiction of tax residence in the Transfer Certificate, Assignment Agreement or Increase Confirmation which it executes,



 


and, having done so, that Lender
shall be under no obligation pursuant to paragraph (i) above.


 


		(j)	If a UK Treaty Lender has confirmed its scheme reference number and its jurisdiction of tax residence
in accordance with paragraph (i)(ii) above and:



 


		(i)	a Borrower making a payment to that Lender has not made a Borrower DTTP Filing in respect of that
Lender; or



 


		(ii)	a Borrower making a payment to that Lender has made a Borrower DTTP Filing in respect of that Lender
but:



 


		(A)	that Borrower DTTP Filing has been rejected by HM Revenue & Customs; or



 


		(B)	HM Revenue & Customs has not given the Borrower authority to make payments to that Lender
without a Tax Deduction within 60 days of the date of the Borrower DTTP Filing;



 


		(C)	HM Revenue & Customs has given the Borrower authority to make payments to that Lender
without a Tax Deduction but such authority has subsequently been revoked or expired,



 


and in each case, the Borrower
has notified that Lender in writing, that Lender and the Borrower shall co-operate in completing any additional procedural formalities
necessary for that Borrower to obtain authorisation to make that payment without a Tax Deduction.


 






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		(k)	If a UK Treaty Lender has not confirmed its scheme reference number and jurisdiction of tax residence
in accordance with paragraph ‎(i)(ii) above, no Obligor shall make a Borrower DTTP Filing or file any other form relating
to the HMRC DT Treaty Passport scheme in respect of that Lender’s Commitment(s) or its participation in any Utilisation
unless the Lender otherwise agrees.



 


		(l)	A Borrower shall, promptly on making a Borrower DTTP Filing, deliver a copy of that Borrower DTTP
Filing to the Agent for delivery to the relevant Lender.



 


		(m)	A UK Non-Bank lender which becomes a Party on the day on which this Agreement is entered into gives
a Tax Confirmation to the Company by entering into this Agreement.



  


		(n)	A UK Non-Bank Lender shall promptly notify the Company and the Agent if there is any change in
the position from that set out in the Tax Confirmation.



 


		18.3	Tax indemnity



 


		(a)	The Company shall (within three Business Days of demand by the Agent) pay to a Protected Party
an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly)
suffered for or on account of Tax by that Protected Party in respect of a Finance Document.



 


		(b)	Paragraph (a) above shall not apply:



 


		(i)	with respect to any Tax assessed on a Finance Party:



 


		(A)	under the law of the jurisdiction in which that Finance Party is incorporated or, if different,
the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or



 


		(B)	under the law of the jurisdiction in which that Finance Party’s Facility Office is located
in respect of amounts received or receivable in that jurisdiction,



 


if that Tax is imposed on or calculated
by reference to the net income received or receivable (but not any sum deemed to be received or receivable) or if that Tax is considered
a franchise tax (imposed in lieu of net income taxes) or a branch profits or similar tax by that Finance Party; or


 


		(ii)	to the extent a loss, liability or cost:



 


		(A)	is compensated for by an increased payment under Clause 18.2 (Tax gross-up); or



 


		(B)	would have been compensated for by an increased payment under Clause 18.2 (Tax gross-up)
but was not so compensated solely because one of the exclusions in paragraph (d) or (e) of Clause 18.2 (Tax gross-up)
applied;



 


		(C)	relates to a FATCA Deduction required to be made by a Party;



 


		(D)	is attributable to any Bank Levy (or any payment attributable to, or liability arising as a consequence
of, a Bank Levy); or



 


		(iii)	with respect to any failure to make a Tax Deduction on account of Tax imposed by the United States
from a payment to a Lender in respect of a Loan, if on the date on which the payment falls due paragraph (e)(i), (ii) or (iii) of
Clause 18.2 (Tax gross-up) applied to the Lender concerned.



 






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		(c)	A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly
notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Company.



 


		(d)	A Protected Party shall, on receiving a payment from an Obligor under this Clause 18.3, notify
the Agent.



 


		18.4	Tax Credit



  


If an Obligor makes a Tax Payment
and the relevant Finance Party determines that:


 


		(a)	a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that
Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and



 


		(b)	that Finance Party has obtained and utilised that Tax Credit,



 


the Finance Party shall pay an
amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as
it would have been in had the Tax Payment not been required to be made by the Obligor.


 


		18.5	Lender Status Confirmation



 


		(a)	Each Lender which becomes a Party to this Agreement in respect of an advance to an Obligor incorporated
in the United Kingdom, after the date of this Agreement shall indicate, in the Transfer Certificate, Assignment Agreement or Increase
Confirmation which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which
of the following categories it falls in:



 


		(i)	not a Qualifying Lender;



 


		(ii)	a Qualifying Lender (other than a UK Treaty Lender); or



 


		(iii)	a UK Treaty Lender.



 


		(b)	In addition, each Lender which becomes a Party to this Agreement in respect of an advance to an
Obligor that is a US Person (for the avoidance of doubt, including each of the Company and the Original Borrower), after the date
of this Agreement shall indicate, in the Transfer Certificate, Assignment Agreement or Increase Confirmation which it executes
on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, whether or not it is a US Qualifying
Lender (other than a US Treaty Lender) or a US Treaty Lender.



 


		(c)	If a New Lender or Increase Lender fails to indicate its status in accordance with this Clause 18.5
then such New Lender or Increase Lender shall be treated for the purposes of this Agreement (including by each Obligor) as if it
is not a Qualifying Lender or US Qualifying Lender (as appropriate) until such time as it notifies the Agent which category applies
(and the Agent, upon receipt of such notification, shall inform the Company). For the avoidance of doubt, a Transfer Certificate,
Assignment Agreement or Increase Confirmation shall not be invalidated by any failure of a Lender to comply with this Clause 18.5.



 






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		18.6	FATCA Deduction



 


		(a)	Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required
in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such
a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.



 


		(b)	Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there
is any change in the rate or the basis of such FATCA Deduction) notify the Party to whom it is making the payment and, in addition,
shall notify the Company and the Agent and the Agent shall notify the other Finance Parties.



  


		18.7	Stamp taxes



 


The Company shall pay and, within
three Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation
to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document, other than in respect of any
transfer, assignment or sub-participation by a Lender (unless such transfer, assignment or sub-participation is made at the written
request of the Company).


 


		18.8	VAT



 


		(a)	All amounts set out or expressed in a Finance Document to be payable by any Party to a Finance
Party which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be
exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to paragraph (b) below, if VAT
is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is
required to account to the relevant tax authority for the VAT, that Party shall pay to the Finance Party (in addition to and at
the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party
shall promptly provide an appropriate VAT invoice to such Party).



 


		(b)	If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”)
to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient
(the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration
for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):



 


		(i)	(where the Supplier is the person required to account to the relevant tax authority for the VAT)
the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount
of the VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any
credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to
the VAT chargeable on that supply; and



 


		(ii)	(where the Recipient is the person required to account to the relevant tax authority for the VAT)
the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable
on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from
the relevant tax authority in respect of that VAT.



 






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		(c)	Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost
or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or
expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it
is entitled to credit or repayment in respect of such VAT from the relevant tax authority.



 


		(d)	Any reference in this Clause 18.8 to any Party shall, at any time when such Party is treated
as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the
representative member of such group at such time (the term “representative member” to have the same meaning as in the
Value Added Tax Act 1994).



  


		18.9	FATCA Information



 


		(a)	Subject to paragraph (c) below, each Party shall, within ten Business Days of a reasonable
request by another Party:



 


		(i)	confirm to that other Party whether it is:



 


		(A)	a FATCA Exempt Party; or



 


		(B)	not a FATCA Exempt Party;



 


		(ii)	supply to that other Party such forms, documentation and other information relating to its status
under FATCA as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA; and



 


		(iii)	supply to that other Party such forms, documentation and other information relating to its status
as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation
or exchange of information regime.



 


		(b)	If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA
Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify
that other Party reasonably promptly.



 


		(c)	Paragraph (a) above shall not oblige any Finance Party to do anything, and paragraph (a)(iii) above
shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:



 


		(i)	any law or regulation;



 


		(ii)	any fiduciary duty; or



 


		(iii)	any duty of confidentiality.



 


		(d)	If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation
or other information requested in accordance with paragraph (a)(i) or (ii) above (including, for the avoidance of doubt,
where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments
under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation,
forms, documentation or other information.



 






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		(e)	If a Borrower is a US Tax Obligor or the Agent reasonably believes that its obligations under FATCA
or any other applicable law or regulation require it, each Lender shall, within ten Business Days of:



 


		(i)	where a Borrower is a US Tax Obligor and the relevant Lender is the Original Lender, the Closing
Date;



 


		(ii)	where a Borrower is a US Tax Obligor on a date on which any other Lender becomes a Party as a Lender,
that date;



 


		(iii)	the date a new US Tax Obligor accedes as a Borrower; or



 


		(iv)	where a Borrower is not a US Tax Obligor, the date of a request from the Agent,



  


supply to the Agent:


 


		(A)	a withholding certificate on Form W-8, Form W-9 or any other relevant form; or



 


		(B)	any withholding statement or other document, authorisation or waiver as the Agent may require to
certify or establish the status of such Lender under FATCA or that other law or regulation.



 


		(f)	The Agent shall provide any withholding certificate, withholding statement, document, authorisation
or waiver it receives from a Lender pursuant to paragraph (e) above to the relevant Borrower.



 


		(g)	If any withholding certificate, withholding statement, document, authorisation or waiver provided
to the Agent by a Lender pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, that Lender
shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver
to the Agent unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Agent). The Agent
shall provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the relevant
Borrower.



 


		(h)	The Agent may rely on any withholding certificate, withholding statement, document, authorisation
or waiver it receives from a Lender pursuant to paragraph (e) or (g) above without further verification. The
Agent shall not be liable for any action taken by it under or in connection with paragraph (e), (f) or (g) above.



 


		19.	Increased Costs



 


		19.1	Increased costs



 


		(a)	Subject to Clause 19.3 (Exceptions) the Company shall, within five Business Days of
a written demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance
Party or any of its Affiliates as a result of:



 






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		(i)	the introduction of or any change in (or in the interpretation, administration or application of)
any law or regulation made after the date it became a Party to this Agreement;



 


		(ii)	compliance with any law or regulation made after the date it became Party to this Agreement;



 


		(iii)	the implementation or application of, or compliance with, Basel III or CRD IV or any law or regulation
that implements or applies Basel III or CRD IV; or



 


		(iv)	application of, or compliance with, the Dodd-Frank Wall Street Reform and Consumer Protection Act
and all requests, rules, guidelines or directives thereunder or issued in connection therewith.



 


		(b)	In this Agreement:



 


		(i)	“Increased Costs” means (without double counting):



 


		(A)	a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s)
overall capital;



 


		(B)	an additional or increased cost; or



 


		(C)	a reduction of any amount due and payable under any Finance Document,



 


which is incurred or suffered
by a Finance Party or any of its Affiliates to the extent that it is directly attributable to that Finance Party having entered
into its Commitment or funding or performing its obligations under any Finance Document;


 


		(ii)	“Basel III” means:



 


		(A)	the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel
III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework
for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical
capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented
or restated;



 


		(B)	the rules for global systemically important banks contained in “Global systemically
important banks: assessment methodology and the additional loss absorbency requirement – Rules text” published
by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and



 


		(C)	any further guidance or standards published by the Basel Committee on Banking Supervision relating
to “Basel III”; and



 


		(iii)	“CRD IV” means:



 


		(A)	Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013
on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012; and



 


		(B)	Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access
to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive
2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC.



 






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		19.2	Increased cost claims



 


		(a)	A Finance Party intending to make a claim pursuant to Clause 19.1 (Increased costs) shall
as soon as reasonably practicable notify the Agent of the event giving rise to the claim and whether it intends to make a claim,
following which the Agent shall promptly notify the Company.



 


		(b)	Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate
(giving reasonable details of the circumstances giving rise to such claim and of the calculation of Increased Cost) confirming
the amount of its Increased Costs.



 


		19.3	Exceptions



 


		(a)	Clause 19.1 (Increased costs) does not apply to the extent any Increased Cost is:



 


		(i)	attributable to a Tax Deduction required by law to be made by an Obligor;



 


		(ii)	attributable to a FATCA Deduction required to be made by a Party;



 


		(iii)	compensated for by Clause 18.3 (Tax indemnity) (or would have been compensated for
under Clause 18.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of
Clause 18.3 (Tax indemnity) applied);



 


		(iv)	attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or
regulation or any terms of the Finance Documents;



 


		(v)	attributable to the implementation or application of or compliance with the “International
Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking
Supervision in June 2004 in the form existing on the date of this Agreement (but excluding any amendment arising out of Basel
III) (“Basel II”) or any other law or regulation which implements Basel II (whether such implementation, application
or compliance is by a government, regulator, Finance Party or any of its Affiliates);



 


		(vi)	attributable to the implementation or application of, or compliance with Basel III or CRD IV or
any other law or regulation which implements Basel III (whether such implementation, application or compliance is by a government,
regulator, Finance Party or any of its Affiliates) but only to the extent that the relevant Increased Cost can be calculated with
sufficient accuracy by the relevant Finance Party as at the date it became Party to this Agreement; or



 


		(vii)	attributable to any Bank Levy (or any payment attributable to, or liability arising as a consequence
of, a Bank Levy).



 


		(b)	In this Clause 19.3 reference to a “Tax Deduction” has the same meaning
given to the term in Clause 18.1 (Definitions).



 






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		20.	Other Indemnities



 


		20.1	Currency indemnity



 


		(a)	If any sum due from an Obligor under the Finance Documents (a “Sum”), or any
order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”)
in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:



 


		(i)	making or filing a claim or proof against that Obligor; or



 


		(ii)	obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration
proceedings,



 


that Obligor shall as an independent
obligation, within three Business Days of demand, indemnify each Finance Party (and/or any Receiver or Delegate) to whom that Sum
is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the
rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange
available to that person at the time of its receipt of that Sum.


 


		(b)	Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance
Documents in a currency or currency unit other than that in which it is expressed to be payable.



 


		20.2	Other indemnities



 


The Company shall (or shall procure
that an Obligor will), within three Business Days of demand, indemnify each Finance Party (and/or any Receiver or Delegate) against
any cost, loss or liability incurred by it as a result of:


 


		(a)	the occurrence of any Event of Default;



 


		(b)	a failure by an Obligor to pay any amount due under a Finance Document on its due date, including
without limitation, any cost, loss or liability arising as a result of Clause 34 (Sharing among the Finance Parties);



 


		(c)	funding, or making arrangements to fund, its participation in a Utilisation requested by a Borrower
in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other
than by reason of default or negligence or wilful breach of any Finance Document by that Finance Party alone); or



 


		(d)	a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment
given by a Borrower or the Company.



 


		20.3	Indemnity to the Agent



 


The Company shall promptly on
written demand (and in any event, within five Business Days of such written demand) indemnify the Agent against:


 


		(a)	any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:



 


		(i)	investigating any event which it reasonably believes is a Default;



 


		(ii)	instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts
as permitted under this Agreement; or



 






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		(iii)	acting or relying on any notice, request or instruction which it reasonably believes to be genuine,
correct and appropriately authorised; and



 


		(b)	any cost, loss or liability (including, without limitation, for negligence or any other category
of liability whatsoever) incurred by the Agent (otherwise than by reason of the Agent’s fraud, gross negligence or wilful
misconduct) in acting as Agent under the Finance Documents.



 


		21.	Mitigation by the Lenders



 


		21.1	Mitigation



 


		(a)	Each Finance Party shall, in consultation with the Company, take all reasonable steps to mitigate
any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant
to, any of Clause 11.1 (Illegality), Clause 18 (Tax Gross-Up and Indemnities) or Clause 19.1 (Increased
costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate
or Facility Office.



 


		(b)	Paragraph (a) above does not in any way limit the obligations of any Obligor under the
Finance Documents.



 


		21.2	Limitation of liability



 


		(a)	The Company shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred
by that Finance Party as a result of steps taken by it under Clause 21.1 (Mitigation).



 


		(b)	A Finance Party is not obliged to take any steps under Clause 21.1 (Mitigation) if,
in the opinion of that Finance Party (acting reasonably), to do so might be materially prejudicial to it.



 


		22.	Costs and Expenses



 


		22.1	Transaction expenses



 


The Company shall within five
Business Days after receipt of the corresponding invoice pay the Agent, the Original Lender and the Security Trustee the amount
of all third party costs and expenses (including legal fees up to any agreed caps) reasonably incurred by any of them (and, in
the case of the Security Trustee, by any Receiver or Delegate) in connection with the negotiation, preparation, printing, execution
and perfection of:


 


		(a)	this Agreement and any other documents referred to in this Agreement and the Transaction Security;
and



 


		(b)	any other Finance Documents executed after the date of this Agreement.



 


		22.2	Amendment costs



 


If (a) an Obligor requests
an amendment, waiver or consent or (b) an amendment is required pursuant to Clause 35.10 (Change of currency),
the Company shall, within five Business Days after receipt of the corresponding invoice, reimburse each of the Agent and the Security
Trustee for the amount of all costs and expenses (including reasonable legal fees) reasonably incurred by the Agent and the Security
Trustee (and, in the case of the Security Trustee, by any Receiver or Delegate) in responding to, evaluating, negotiating or complying
with that request or requirement.


 






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		22.3	Enforcement and preservation costs



 


The Company shall, within five
Business Days of written demand, pay to each Finance Party and/or Receiver or Delegate Party the amount of all costs and expenses
(including legal fees (subject to any agreed cap)) incurred by it in connection with the enforcement of or the preservation of
any rights under any Finance Document and the Transaction Security and any proceedings instituted by or against the Security Trustee
as a consequence of taking or holding the Transaction Security or enforcing these rights.


 


		22.4	Transfer costs and expenses



 


Notwithstanding any other term
of the Finance Documents, if a Finance Party assigns, transfers or sub-participates any of its rights, benefits or obligations
under the Finance Documents no member of the Group shall be required to pay any fees, costs, expenses or other amounts relating
to, or arising in connection with, that assignment, transfer or sub-participation (including, without limitation, any Taxes, Increased
Costs and any amounts relating to the perfection or amendment of any Transaction Security).


 


		22.5	No deal, no fees



 


Notwithstanding anything to the
contrary in the Finance Documents, no fees, costs or expenses will be payable to the Finance Parties (other than reasonably incurred
legal fees up to an amount agreed between counsel to the Finance Parties and the Company) in connection with the Finance Documents
unless and until the Closing Date occurs.


 






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SECTION 7


 


GUARANTEE


 


		23.	Guarantee and Indemnity



 


		23.1	Guarantee and indemnity



 


		(a)	Subject to the limitations and exceptions provided in this Clause 23 or in any Accession Deed by
which it became a Guarantor, each Guarantor irrevocably and unconditionally jointly and severally:



 


		(i)	guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s
obligations under the Finance Documents;



 


		(ii)	undertakes with each Finance Party that whenever another Obligor does not pay any amount when due
under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal
obligor; and



 


		(iii)	agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable,
invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against
any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability,
invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount
payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 23 if the
amount claimed had been recoverable on the basis of a guarantee.



 


		(b)	Notwithstanding anything to the contrary contained herein or in any other Finance Document, with
respect to any obligation of a US Obligor, no CFC Obligor shall guarantee the US Obligor’s obligations herein or under any
Finance Document.



 


		23.2	Continuing Guarantee



 


This guarantee is a continuing
guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any
intermediate payment or discharge in whole or in part.


 


		23.3	Reinstatement



 


If any discharge, release or
arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by
a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored
in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor under this Clause 23
will continue or be reinstated as if the discharge, release or arrangement had not occurred.


 


		23.4	Waiver of defences



 


The obligations of each Guarantor
under this Clause 23 will not be affected by an act, omission, matter or thing which, but for this Clause 23, would reduce,
release or prejudice any of its obligations under this Clause 23 (without limitation and whether or not known to it or any
Finance Party) including:


 






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		(a)	any time, waiver or consent granted to, or composition with, any Obligor or other person;



 


		(b)	the release of any other Obligor or any other person under the terms of any composition or arrangement
with any creditor of any member of the Group;



 


		(c)	the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect,
take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance
of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;



 


		(d)	any incapacity or lack of power, authority or legal personality of or dissolution or change in
the members or status of an Obligor or any other person;



 


		(e)	any amendment, novation, supplement, extension, restatement (however fundamental and whether or
not more onerous) or replacement of a Finance Document or any other document or security including, without limitation, any change
in the purpose of, any extension of or increase in any facility or the addition of any new facility under any Finance Document
or other document or security;



 


		(f)	any unenforceability, illegality or invalidity of any obligation of any person under any Finance
Document or any other document or security; or



 


		(g)	any insolvency or similar proceedings.



 


		23.5	Guarantor Intent



 


Without prejudice to the generality
of Clause 23.4 (Waiver of defences) but subject to the limitations and exceptions provided in this Clause 23 or in any Accession
Deed by which it became a Guarantor, each Guarantor expressly confirms that it intends that this guarantee shall extend from time
to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or
addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents
(including pursuant to a Structural Adjustment), including without limitation, for the purposes of or in connection with any of
the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying
out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers;
any other variation or extension of the purposes for which any such facility or amount might be made available from time to time;
and any fees, costs and/or expenses associated with any of the foregoing.


 


		23.6	Immediate recourse



 


Each Guarantor waives any right
it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other
rights or security or claim payment from any person before claiming from that Guarantor under this Clause 23. This waiver
applies irrespective of any law or any provision of a Finance Document to the contrary.


 


		23.7	Appropriations



 


Until all amounts which may be
or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance
Party (or any trustee or agent on its behalf) may:


 






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		(a)	refrain from applying or enforcing any other moneys, security or rights held or received by that
Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner
and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the
same; and



 


		(b)	hold in an interest-bearing suspense account any moneys received from any Guarantor or on account
of any Guarantor’s liability under this Clause 23.



 


		23.8	Deferral of Guarantors’ rights



 


		(a)	Until all amounts which may be or become payable by the Obligors under or in connection with the
Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs, no Guarantor will exercise any rights
which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being
payable, or liability arising, under this Clause 23:



 


		(i)	to be indemnified by an Obligor;



 


		(ii)	to claim any contribution from any other guarantor of any Obligor’s obligations under the
Finance Documents;



 


		(iii)	to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any
rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection
with, the Finance Documents by any Finance Party;



 


		(iv)	to bring legal or other proceedings for an order requiring any Obligor to make any payment, or
perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 23.1
(Guarantee and indemnity);



 


		(v)	to exercise any right of set-off against any Obligor; and/or



 


		(vi)	to claim or prove as a creditor of any Obligor in competition with any Finance Party.



 


		(b)	If a Guarantor receives any benefit, payment or distribution in relation to such rights it shall
hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the
Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust (to the extent
it is able to do so in accordance with any law applicable to it) for the Finance Parties and shall promptly pay or transfer the
same, but subject to the limitations and exceptions provided in this Clause 23 or in any Accession Deed by which it became a Guarantor,
to the Agent or as the Agent may direct for application in accordance with Clause 35 (Payment mechanics).



 


		23.9	Release of Guarantors’ right of contribution



 


If any Guarantor (a “Retiring
Guarantor”) ceases to be a Guarantor in accordance with the terms of the Finance Documents then on the date such Retiring
Guarantor ceases to be a Guarantor:


 


		(a)	that Retiring Guarantor is released by each other Guarantor from any liability (whether past, present
or future and whether actual or contingent) to make a contribution to any other Guarantor arising by reason of the performance
by any other Guarantor of its obligations under the Finance Documents; and



 






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		(b)	each other Guarantor waives any rights it may have by reason of the performance of its obligations
under the Finance Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights
of the Finance Parties under any Finance Document or of any other security taken pursuant to, or in connection with, any Finance
Document where such rights or security are granted by or in relation to the assets of the Retiring Guarantor.



 


		23.10	Additional security



 


This guarantee is in addition
to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.


 


		23.11	Guarantee Limitations – US



 


		(a)	Each US Guarantor, and by its acceptance of the guarantee under this Clause 23, the Agent and each
other Finance Party hereby confirms that it is the intention of all such persons that the guarantee under this Clause 23 does not
constitute a fraudulent transfer or fraudulent conveyance or unlawful financial assistance for the purposes of the US Bankruptcy
Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar law of any relevant jurisdiction
in the United States to the extent applicable the guarantee under this Clause 23 and the obligations of each US Guarantor hereunder.
To effectuate the foregoing intention, the Agent, each other Finance Party and the US Guarantors hereby irrevocably agree that
the obligations of each US Guarantor under this Clause 23 at any time shall be limited to the maximum amount as will result in
the obligations of such US Guarantor under this Clause 23 not constituting a fraudulent transfer or fraudulent conveyance or unlawful
financial assistance after giving full effect to the liability under such guarantee set forth this Clause 23 and its related contribution
rights but before taking into account any liabilities under any other guarantee by such US Guarantor. For purposes of the foregoing,
all guarantees of such US Guarantor other than the guarantee under this Clause 23 will be deemed to be enforceable and payable
after the guarantee under this Clause 23. To the fullest extent permitted by applicable law, this Clause 23.11 shall be for the
benefit solely of creditors and representatives of creditors of each US Guarantor and not for the benefit of such US Guarantor
or the holders of any equity interest in such US Guarantor.



 


		(b)	Each Guarantor agrees that the obligations of each US Guarantor under this Clause 23 may at any
time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such US Guarantor under paragraph
(a) above without impairing the guarantee contained in Clause 23 or affecting the rights and remedies of any of the Agent
or each other Finance Party hereunder.



 


		23.12	Additional Guarantee Limitations



 


This guarantee does not apply
to any liability to the extent that it would result in this guarantee constituting unlawful financial assistance within the meaning
of sections 678 or 679 of the Companies Act 2006 or any equivalent and applicable provisions under the laws of the jurisdiction
of incorporation of the relevant Guarantor and, with respect to any Additional Guarantor, is subject to any limitations set out
in the Accession Deed applicable to such Additional Guarantor.


 






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SECTION 8


 


REPRESENTATIONS, UNDERTAKINGS AND EVENTS
OF DEFAULT


 


		24.	Representations



 


Save as expressly stated to the
contrary, each Obligor and the Company make the following representations and warranties to each Finance Party at the times specified
in Clause 24.28 (Times at which representations are made).


 


		24.1	Status



 


		(a)	It and each of its Restricted Subsidiaries which is a Material Company is a limited liability corporation,
limited partnership or a company with limited liability duly incorporated, registered or established and validly existing under
the law of its jurisdiction of incorporation or establishment.



 


		(b)	It and each of its Restricted Subsidiaries which is a Material Company has the power to own its
property and other assets and carry on its business as it is being conducted save to the extent that the failure to do so could
not reasonably be expected to have a Material Adverse Effect.



 


		24.2	Binding obligations



 


Subject to the Legal Reservations
and Perfection Requirements, the obligations expressed to be assumed by it in each Finance Document to which it is a party are
legal, valid, binding and enforceable obligations.


 


		24.3	Non-conflict with other obligations



 


The entry into and performance
by it of, and the transactions contemplated by, the Finance Documents to which it is or will be a party and the granting of the
Transaction Security pursuant to the Agreed Security Principles do not and will not conflict with:


 


		(a)	any law or regulation applicable to it in any material respect;



 


		(b)	its constitutional documents; or



 


		(c)	any agreement or instrument binding upon it or any member of the Group or any of its or any member
of the Group’s assets to the extent or in a manner that such conflict has a Material Adverse Effect.



 


		24.4	Power and authority



 


		(a)	It has the power to enter into, perform and deliver, and has taken or will, as soon as reasonably
practicable and in any case by the time required, take all necessary corporate action to authorise its entry into and performance
of, the Finance Documents to which it is or will be a party and the transactions contemplated by those Finance Documents.



 


		(b)	No limit on its powers will be exceeded as a result of the borrowing, granting of security or giving
of guarantees or indemnities contemplated by the Finance Documents to which it is or will be a party.



 






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		24.5	Validity and admissibility in evidence



 


		(a)	Subject to the Legal Reservations and Perfection Requirements, all Authorisations required:



 


		(i)	to enable it lawfully to enter into, exercise its rights and comply with its material obligations
in the Finance Documents to which it is or will be a party; and



 


		(ii)	to make the Finance Documents to which it is or will be a party admissible in evidence in its Relevant
Jurisdictions,



 


have been obtained or effected
(as applicable) and are in full force and effect, or subject to the Agreed Security Principles and Perfection Requirements, will
be obtained or effected or will be in full force and effect when required.


 


		(b)	All Authorisations required to carry on its business in the ordinary course and in all material
respects have been obtained or effected (as applicable) and are (or will by the required date be) in full force and effect except
to the extent failure to obtain or effect those Authorisations would have a Material Adverse Effect.



 


		24.6	Governing law and enforcement



 


Subject to the Legal Reservations
and the Perfection Requirements:


 


		(a)	the choice of governing law of the Finance Documents will be recognised and enforced in its Relevant
Jurisdiction; and



 


		(b)	any judgment obtained in relation to a Finance Document will be recognised in the jurisdiction
of the governing law of that Finance Document will be recognised and be enforced in its Relevant Jurisdiction.



 


		24.7	Insolvency



 


No:


 


		(a)	corporate action, legal proceeding or other legal procedure or step described in Clause 1.1 of
Schedule 16 (Additional Events of Default); or



 


		(b)	creditors’ process described in Clause 1.1 of Schedule 16 (Additional Events of Default),



 


has been taken or, to the knowledge
of the Company, threatened (and in each case is outstanding) in relation to any Material Company and none of the circumstances
described in Clause 1.1 of Schedule 16 (Additional Events of Default) applies to any Material Company.


 


		24.8	No Default



 


As of the date of this Agreement
and the Closing Date, no Default has occurred and is continuing or would be reasonably be expected to result from the entry into
or performance of any Finance Document.


 


		24.9	Base Case Model



 


Save as disclosed to the Original
Lender prior to the date of this Agreement, to the best of the knowledge and belief of the Company, the Base Case Model has been
prepared in accordance with the Accounting Principles referred to in paragraph (a) of the definition thereof and the financial
projections (taken as a whole) contained in the Base Case Model were prepared on the basis of recent historical information and
based on assumptions believed to be reasonable by the Company at the time made.


 






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		24.10	Financial statements



 


		(a)	To the best of its knowledge and belief, its Original Financial Statements (if any) were prepared
in accordance with the Accounting Principles consistently applied unless otherwise referred to in such Original Financial Statements
(or notes thereto or as expressly disclosed to the Agent in writing prior to the date of this Agreement).



 


		(b)	To the best of its knowledge and belief, its Original Financial Statements (if any) give a true
and fair view of (or fairly represent in all material respects, where unaudited) its consolidated financial condition and operations
during the relevant period.



 


		(c)	As at the date provided, each set of financial statements delivered pursuant to Clause 25.1
(Financial statements) gives a true and fair view of (in the case of audited financial statements) or fairly represents
in all material respects (in the case of unaudited financial statements) its financial condition and operations as at the date
at which those financial statements were drawn up.



 


		24.11	No proceedings pending or threatened



 


No litigation, arbitration or
administrative proceedings or investigations of or before any court, arbitral body or agency which, if reasonably likely to be
adversely determined and if so adversely determined would have a Material Adverse Effect have been (to the best of its knowledge
and belief) started or threatened against it.


 


		24.12	No breach of laws



 


		(a)	It has not (and none of its Restricted Subsidiaries has) breached any law or regulation which breach
has or could reasonably be expected to have a Material Adverse Effect.



 


		(b)	No labour disputes are current or, to the best of its knowledge and belief, threatened against
any member of the Group which have or could reasonably be expected to have a Material Adverse Effect.



 


		24.13	Environmental and other laws



 


		(a)	It and its Restricted Subsidiaries is in compliance with all Environmental Laws to which it is
or they are subject where non-compliance would have a Material Adverse Effect.



 


		(b)	No Environmental Claim has been commenced or (to the best of its knowledge and belief) is threatened
against any member of the Group (other than frivolous or vexatious claims) which is reasonably likely to be adversely determined
and if so adversely determined, would reasonably be expected to have a Material Adverse Effect (taking into account reserves made
or the benefit of warranties, indemnities or insurance cover in respect thereof).



 


		24.14	Taxation



 


Other than those being contested
in good faith and where such payment may be lawfully withheld (provided that adequate reserves have been set aside for such payment),
no claim is being or (to the best of its knowledge and belief) is reasonably likely to be asserted against it (or any of its Restricted
Subsidiaries) with respect to Taxes such that a liability of, or claim against it which is reasonably likely to be adversely determined
and if adversely determined would have a Material Adverse Effect.


 






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		24.15	Security and Financial Indebtedness



 


		(a)	No Security exists over all or any of the present or future assets of any member of the Group other
than any Security permitted by this Agreement.



 


		(b)	No member of the Group has any Financial Indebtedness outstanding other than as permitted by this
Agreement.



 


		24.16	Ranking



 


Subject to the Legal Reservations
and the Perfection Requirements and applicable Permitted Liens and Permitted Collateral Liens, the terms of the Intercreditor Agreement
and to any Security which is permitted under this Agreement, the Transaction Security ranks or will rank in priority as specified
in the relevant Transaction Security Document and is not subject to any prior ranking or pari passu ranking Security, other
than that which is stated in the respective Transaction Security Document or any other Finance Document.


 


		24.17	Good title to assets



 


Subject to any Permitted Liens
and Permitted Collateral Liens, it and each of its Restricted Subsidiaries that is a Material Company has a good, valid and marketable
title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business
(taken as a whole) as presently conducted, where failure to do so has or could reasonably be expected to have a Material Adverse
Effect.


 


		24.18	Legal and beneficial ownership



 


		(a)	Subject to any Permitted Liens and Permitted Collateral Liens, as at the time an Obligor enters
into a Transaction Security Document it is the sole legal and beneficial owner or lessee or licensee of or is otherwise entitled
to use all of the material assets necessary to carry on its business as presently conducted (including, in the case of any shares
of any member of the Group which are the subject of the Transaction Security, but subject to any registrations required to be made
by the board of directors of such member of the Group absolute legal and (where relevant) beneficial ownership thereof).



 


		(b)	Subject to any Permitted Liens and Permitted Collateral Liens, as at the time an Obligor enters
into a Transaction Security Document the entire share capital of MUL is legally and beneficially owned by the Company and Red Football
Junior Limited free from any claims, third party rights or competing interests other than pursuant to the Transaction Security
Documents.



 


		24.19	Shares



 


The shares of any Obligor which
are subject to the Transaction Security are fully paid and not subject to any option to purchase or similar rights.


 


		24.20	Intellectual Property



 


In the case of the Company, as
of the date of this Agreement, so far as it is aware there are no adverse circumstances relating to the validity, subsistence or
use of any of the Group’s Intellectual Property which would have a Material Adverse Effect.


 






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		24.21	Group Structure



 


As of the date of this Agreement
and as of the Closing Date, the Group Structure Chart is true, complete and accurate in all material respects.


 


		24.22	Holding Companies



 


Except as permitted under Clause
12 (Limitation on Holding Company Activities) of Schedule 15 (Restrictive Covenants), neither the Company nor Red
Football Junior Limited have traded or incurred any liabilities or commitments (actual or contingent, present or future).


 


		24.23	Centre of main interests and establishments



 


It has its “centre of main
interests” (as that term is used in Article 3(1) of Regulation (EU) 2015/848 of 20 May 2015 on insolvency
proceedings (recast) (the “Regulation”) in the jurisdiction of its incorporation and it has no “establishment”
(as that term is used in Article 2(h) of the Regulation)) in any other jurisdiction.


 


		24.24	Anti-Corruption Laws and Sanctions



 


		(a)	The Company has implemented and maintains in effect policies and procedures designed to ensure
compliance by the Company and its Subsidiaries and their respective directors, officers, employees, agents affiliates and representatives
with Anti-Corruption Laws and applicable Sanctions.



 


		(b)	The Company and its Subsidiaries and their respective directors and officers and, to the knowledge
of the Company, their respective employees, agents, affiliates and representatives are in compliance with Anti-Corruption Laws
and applicable Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected
to result in the Company or its Subsidiaries being designated as a Sanctioned Person.



 


		(c)	Neither the Company nor any of its Subsidiaries or any of their respective directors or officers,
or to the knowledge of the Company, any employee, agent, affiliate or representative of the Company or any of its Subsidiaries
that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person.



 


		(d)	No Utilisation, use of proceeds or other transaction contemplated by this Agreement will violate
Anti-Corruption Laws or applicable Sanctions.



 


		(e)	Any provision of this Clause 24.24 shall not apply to any person if and to the extent that it is
or would be unenforceable by or in respect of that person by reason of breach of any applicable Blocking Law (as defined in Clause
27.16 (Sanctions)).



 


		24.25	Federal Reserve Regulations



 


The Company represents and warrants
that:


 


		(a)	no Obligor is engaged or will engage, principally or as one of its important activities, in the
business of purchasing or carrying Margin Stock or extending credit for the purpose of purchasing or carrying Margin Stock; and



 


		(b)	none of the proceeds of the Loans or other extensions of credit under this Agreement will be used,
directly or indirectly, for the purpose of buying or carrying any Margin Stock, for the purpose of reducing or retiring any Financial
Indebtedness that was originally incurred to buy or carry any Margin Stock or for any other purpose which might cause all or any
Loans or other extensions of credit under this Agreement to be considered a “purpose credit” within the meaning of
Regulation U or Regulation X.



 






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In this Clause 24.25, “Margin
Stock” means margin stock or “margin security” within the meaning of Regulations T, U and X.


 


		24.26	US Obligors



 


		(a)	On each date that a US Borrower incorporated in the US utilises a Utilisation, immediately following
and after giving effect to the application of the proceeds thereof, each US Obligor incorporated in the US and its Subsidiaries,
on a consolidated basis, are Solvent.



 


		(b)	On the date an Additional Guarantor that is a US Guarantor incorporated in the US accedes to this
Agreement in accordance with Clause 31.4 (Additional Guarantors), immediately following and after giving effect to such
accession, such US Guarantor and its Subsidiaries, on a consolidated basis, are Solvent.



 


		24.27	Investment Company Status



 


No Obligor is an “investment
company” as defined in, or is required to be registered under, the Investment Company Act of 1940.


 


		24.28	Times at which representations are made



 


		(a)	Save where otherwise specified below, all the representations and warranties in this Clause 24
are made to each Finance Party on the date of this Agreement and, if different, on the Closing Date.



 


		(b)	The Repeating Representations are deemed to be made by each Obligor to each Finance Party on each
Utilisation Date, on the first day of each Interest Period.



 


		(c)	The representation under paragraph (a) of Clause 24.26 (US Obligors) is deemed to be
made by each US Obligor incorporated in the US to each Finance Party on each date a US Borrower incorporated in the US utilises
a Utilisation.



 


		(d)	The Repeating Representations and each of the representations and warranties set out in Clause
24.14 (Taxation), Clause 24.15 (Security and Financial Indebtedness) and Clause 24.18 (Legal and beneficial ownership)
are deemed to be made by each Additional Obligor on the day on which it becomes an Additional Obligor and the representation under
paragraph (b) of Clause 24.26 (US Obligors) is deemed to be made by an Additional Guarantor that is a US Guarantor
incorporated in the US on the day on which it becomes an Additional Obligor.



 


		(e)	Each representation or warranty deemed to be made after the date of this Agreement shall be made
by reference to the facts and circumstances existing at the date the representation or warranty is made.



 


		25.	Information Undertakings



 


The undertakings in this Clause 25
remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment
is in force. The undertakings in this Clause 25 shall be subject to the provisions of Clause 25.11 (Alternative Reporting)
and Clause 25.12 (Disclosure Requirements).


 


In this Clause 25:


 






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“Annual Financial Statements”
means the financial statements for a Financial Year delivered pursuant to paragraph (a) of Clause 25.1 (Financial
statements) and/or Clause 25.11 (Alternative Reporting).


 


“Quarterly Financial
Statements” means the financial statements delivered pursuant to paragraph (b) of Clause 25.1 (Financial
statements) and/or Clause 25.11 (Alternative Reporting).


 


		25.1	Financial statements



 


The Company shall supply to the
Agent in sufficient copies for all the Lenders:


 


		(a)	within 150 days after the end of each of the Company’s Financial Years its audited consolidated
financial statements for that Financial Year, and subject to Clause 25.11 (Alternative Reporting), such annual financial
statements shall contain the following information: (i) audited consolidated balance sheets of the Company or its predecessors
as of the end of the two most recent Financial Years and audited consolidated income statements and statements of cash flow of
the Company for the three most recent Financial Years, including complete footnotes to such financial statements and the report
of the Company’s independent auditors on the financial statements; (ii) pro forma income statement and balance
sheet information of the Company, together with explanatory footnotes, for any material acquisitions, dispositions or recapitalisations
(excluding acquisitions or dispositions of player registrations) that have occurred since the beginning of the most recently completed
Financial Year as to which such annual report relates; and (iii) an operating and financial review of the audited financial
statements, including a discussion of the results of operations (including discussion by business segment), financial condition
and liquidity and capital resources and a discussion of material commitments and contingencies and critical accounting policies;
and



 


		(b)	within 60 days following the end of each of the first three Financial Quarters in each Financial
Year of the Company (commencing from the Financial Quarter ending 30 September 2020), its unaudited consolidated quarterly
financial statements for that Financial Quarter and, subject to Clause 25.11 (Alternative Reporting), such quarterly financial
statements shall contain the following information: (i) an unaudited condensed consolidated balance sheet of the Company as
of the end of such Financial Quarter and unaudited condensed consolidated statements of income and cash flow of the Company for
the quarterly and year to date periods ending on the unaudited condensed consolidated balance sheet date, and the comparable prior
year periods for the Company, together with condensed footnote disclosure; (ii) pro forma income statement and balance sheet
information of the Company, together with explanatory footnotes, for any material acquisitions, dispositions or recapitalisations
(excluding acquisitions or dispositions of player registrations) that have occurred since the beginning of the most recently completed
fiscal quarter as to which such quarterly report relates; and (iii) an operating and financial review of the unaudited financial
statements (including a discussion by business segment), including a discussion of the consolidated financial condition and results
of operations of the Company and any material change between the current Financial Quarter and the corresponding period in the
prior Financial Year.



 


		25.2	Provision and contents of Compliance Certificate



 


		(a)	The Company shall supply a Compliance Certificate to the Agent with each set of its Annual Financial
Statements and each set of its consolidated Quarterly Financial Statements.



 






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		(b)	Each Compliance Certificate shall set out the matters, calculations and figures required by the
form of Compliance Certificate attached in Schedule 9 (Form of Compliance Certificate).



 


		(c)	Each Compliance Certificate shall be signed by a director of the Company and, if required to be
delivered with the consolidated Annual Financial Statements of the Company, shall be reported on by the Company’s Auditors
in the form agreed by the Company and the Majority Lenders (unless it is such Auditors’ policy not to issue such reports).



 


		25.3	Requirements as to financial statements



 


Each set of financial statements
delivered pursuant to Clause 25.1 (Financial statements):


 


		(a)	shall be prepared in all material respects in accordance with the applicable Accounting Principles
consistently applied (unless otherwise referred to in such financial statements, or the notes thereto, and to the extent appropriate
in the context of Quarterly Financial Statements):



 


		(i)	in the case of the Company, in the preparation of the Base Case Model; and



 


		(ii)	in the case of any Obligor, in the preparation of the Original Financial Statements for that Obligor
(if any),



 


unless, in relation to any set
of financial statements, the Company notifies the Agent that there has been a change as regards the accounting principles or accounting
practices applied by the Company or the relevant Obligor when compared to the Accounting Principles applied to the Original Financial
Statements and that change is material and, if requested by the Agent, the Company shall deliver to the Agent a statement (the
 “Reconciliation Statement”) containing:


 


		(A)	a description of any change necessary for those financial statements to reflect in all material
respects the Accounting Principles or accounting practices upon which the Base Case Model or, as the case may be, that Obligor’s
Original Financial Statements (if any) were prepared; and



 


		(B)	sufficient information (to the extent not addressed by the description referred to in sub-paragraph
(A) above) to (1) enable the Lenders to determine whether Clause 26 (Financial Covenant) has been complied
with, provided that, for the avoidance of doubt and unless otherwise agreed pursuant to this Clause, the financial covenant in
Clause 26 (Financial Covenant) shall continue to be calculated in all material respects in accordance with the Accounting
Principles referred to in paragraph (a) of the definition thereof (subject to any adjustments made by or in accordance with
this Agreement, including Schedule 15 (Restrictive Covenants)) and (2) make an accurate comparison between the financial
position indicated in those financial statements and the Base Case Model (in the case of the Company) or that Obligor’s Original
Financial Statements (if any) (in the case of an Obligor).



 


		(b)	If the Company notifies the Agent of a change in accordance with paragraph (a) above,
then the Company and Agent shall enter into negotiations in good faith with a view to agreeing:



 






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		(i)	whether or not the change might result in any material alteration in the commercial effect of any
of the terms of this Agreement; and



 


		(ii)	if so, any amendments to this Agreement which may be necessary to ensure that the change does not
result in either the Finance Parties or the Obligors being in a worse position in relation to compliance with the financial covenant
set out in Clause 26.2 (Financial condition) if the change had not been made; and



 


		(iii)	any other amendments to this Agreement which may be necessary to ensure that the adoption by the
Group of such different accounting basis does not result in any material alteration in the commercial effect of the rights and/or
obligations of any Obligor in the Finance Documents (including more onerous information reporting requirements),



 


and if any amendments satisfactory
to the Agent and the Company are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.


 


		(c)	If no such agreement is reached within 30 Business Days of that notification of change (or it is
not agreed that no such amendments are required), the Company shall:



 


		(i)	(if a Reconciliation Statement is required by the Agent under paragraph (a) above) ensure
that each set of relevant financial statements is accompanied by a Reconciliation Statement or, at the option of the Company, provide
financial statements prepared on the basis most recently agreed in accordance with this Agreement; or



 


		(ii)	instruct the Auditors of the Company to determine any amendment to Clause 26.1 (Financial definitions)
and any other terms of this Agreement which the Auditors (acting as experts and not arbitrators) consider appropriate to ensure
the change does not result in either the Finance Parties or the Obligors being in a worse position than if the change had not been
made. Those amendments shall take effect when so determined by the Auditors. The cost and expense of the Auditors shall be for
the account of the Company.



 


		(d)	If and for so long as no agreement or determination is reached in respect of any of the required
amendments to this Agreement pursuant to this Clause 25.3, the Company must comply with requests by the Agent for Reconciliation
Statements to be delivered in accordance with paragraph (a) above.



 


		25.4	Budget



 


		(a)	The Company shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so
requests), as soon as the same become available but in any event within (i) five Business Days of the date of this Agreement
(in respect of the Financial Year of the Company to end on or about 30 June 2021) and (ii) 75 days following the start
of each of its subsequent Financial Years thereafter, an annual Budget for that Financial Year.



 


		(b)	The Company shall ensure that each Budget referred to in paragraph (b) of the definition thereof:



 


		(i)	is in a form reasonably acceptable to the Agent;



 


		(ii)	is prepared in accordance with the Accounting Principles referred to in paragraph (a) of the
definition thereof and the accounting practices and financial reference periods applied to financial statements under Clause 25.1
(Financial statements); and



 






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		(iii)	is accompanied by a reasonably detailed commentary from the senior management of the Group.



 


		25.5	Meetings



 


The Company will invite the Lenders
to all public calls (to the extent held) for the holders of any of the Notes and give the Lenders reasonable notice of such calls
provided that no Lender (or any other Finance Party) may speak during such calls other than to register their attendance.


 


		25.6	Year-end



 


The Company shall not change
its Accounting Reference Date.


 


		25.7	Unrestricted Subsidiaries



 


If any Subsidiaries of the Company
have been designated as Unrestricted Subsidiaries, the information delivered under Clauses 25.1 (Financial statements),
25.2 (Provision and contents of Compliance Certificate) and 25.4 (Budget) will include reasonably detailed information
as to the financial condition of the Group separate from that of the Unrestricted Subsidiaries.


 


		25.8	Information: miscellaneous



 


The Company shall supply to the
Agent (in sufficient copies for all the Lenders, if the Agent so requests):


 


		(a)	at the same time as they are dispatched, copies of all documents dispatched by the Company to its
shareholders generally (or any class of them);



 


		(b)	at the same time as they are dispatched, copies of all documents which the Company or any Obligor
delivers to its creditors generally (or any class of them); and



 


		(c)	promptly, such additional information regarding the business, financial or corporate affairs of
the Company or any Restricted Subsidiary as the Agent may from time to time reasonably request.



 


		25.9	Notification of default



 


		(a)	The Company and/or each Obligor shall notify the Agent of any Default that is continuing (and the
steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless the Company and/or that Obligor
is aware that a notification has already been provided by the Company and/or another Obligor).



 


		(b)	If the Agent or any Lender has reasonable grounds for believing that a Default has occurred and
is continuing, promptly upon a request by the Agent, the Company shall supply to the Agent a certificate signed by two of its directors
on its behalf certifying (without personal liability) that no Event of Default is continuing (or if an Event of Default is continuing,
specifying the Event of Default and the steps, if any, being taken to remedy it).



 


		25.10	“Know your customer” checks



 


		(a)	If:



 






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		(i)	the introduction of or any change in (or in the interpretation, administration or application of)
any law or regulation made after the date of this Agreement;



 


		(ii)	any change in the status of an Obligor or the composition of the shareholders of an Obligor after
the date of this Agreement; or



 


		(iii)	a proposed assignment or transfer by a Lender of any of its rights and/or obligations under this
Agreement to a party that is not a Lender prior to such assignment or transfer,



 


obliges the Agent or any Lender
(or, in the case of paragraph (iii) above, any prospective new Lender) to comply with “know your customer”,
USA PATRIOT Act or similar identification procedures in circumstances where the necessary information is not already available
to it, each Obligor shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation
and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or,
in the case of the event described in paragraph (iii) above, on behalf of any prospective new Lender) in order for the
Agent, such Lender or, in the case of the event described in paragraph (iii) above, any prospective new Lender to carry
out and be satisfied it has complied with all necessary “know your customer”, USA PATRIOT Act or other similar
checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.


 


		(b)	Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such
documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the Agent to carry out and be
satisfied it has complied with all necessary “know your customer”, USA PATRIOT Act or other similar checks under
all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.



 


		(c)	The Company shall, by not less than 5 Business Days’ prior written notice to the Agent, notify
the Agent (which shall promptly notify the Lenders) of its intention to request that one of its Subsidiaries becomes an Additional
Obligor pursuant to Clause 31 (Changes to the Obligors).



 


		(d)	Following the giving of any notice pursuant to paragraph (c) above, if the accession
of such Additional Obligor obliges the Agent or any Lender to comply with “know your customer”, USA PATRIOT
Act or similar identification procedures in circumstances where the necessary information is not already available to it, the Company
shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence
as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or on behalf of any prospective
new Lender) in order for the Agent or such Lender or any prospective new Lender to carry out and be satisfied it has complied with
all necessary “know your customer”, USA PATRIOT Act or other similar checks under all applicable laws and regulations
pursuant to the accession of such Subsidiary to this Agreement as an Additional Obligor.



 


		25.11	Alternative Reporting



 


Notwithstanding any other term
of the Finance Documents (including this Clause 25), delivery to the Agent of accounts and/or financial statements for any period
which comply with the terms of any Senior Notes (the “Notes Accounts”) shall satisfy all requirements of Clauses
25.1 (Financial statements) and 25.3 (Requirements as to financial statements) (including as regards the form of
and requirements in relation to financial statements and any accompanying information, statements and management commentary) in
relation to the same period such that no further documents, statements or information shall be required to be delivered pursuant
to Clause 25.1 (Financial statements) and Clause 25.3 (Requirements as to financial statements) in relation to that
period other than the Quarterly Financial Statements for the final Financial Quarter of each Financial Year, provided that if the
Company delivers any accounts and/or financial statements in reliance on this Clause 25.11:


 






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		(a)	where applicable, the Company shall still be required to comply with any obligation to deliver
a Compliance Certificate pursuant to Clause 25.2 (Provision and contents of Compliance Certificate);



 


		(b)	if there has been any change as regards the accounting principles or accounting practices applied
by the Company in the Notes Accounts when compared to the Accounting Principles applied to the Original Financial Statements of
the Company and that change is material and impacts upon the manner provided in this Agreement for compliance with the financial
covenant set out in Clause 26.2 (Financial condition), the Company shall notify the Agent accordingly (unless the Agent
has been notified of the relevant change in relation to a previous set of accounts and/or financial statements) and, if requested
by the Agent, the Company shall deliver to the Agent a Reconciliation Statement as contemplated by paragraph (a) of Clause
25.3 (Requirements as to financial statements) (in which case the Company shall be entitled to require the operation of
any of the provisions set out in paragraphs (b) and/or (c) of that Clause); and



 


		(c)	where applicable, the Company shall deliver to the Agent a copy of any report delivered pursuant
to the Note Purchase Agreement in relation to:



 


		(i)	any material acquisition, disposition or restructuring;



 


		(ii)	any senior management (other than a club manager) changes at the Company (unless publicly announced);



 


		(iii)	any change in the Auditors; or



 


		(iv)	any other material event that the Company or any other Obligor announces publicly.



 


		25.12	Disclosure Requirements



 


		(a)	No Obligor shall be required to disclose information pursuant to paragraph (b) of Clause 25.8
(Information: miscellaneous), paragraph (c) of Clause 25.11 (Alternative Reporting) (other than sub-paragraph
(iii) thereof) or Clause 27.9 (Access) if:



 


		(i)	the Company determines, after consultation with counsel qualified to advise on such matters that,
notwithstanding Clause 42 (Confidentiality), it would be prohibited from disclosing by applicable law or regulations without
making public disclosure thereof; or



 


		(ii)	notwithstanding Clause 42 (Confidentiality), the Company is prohibited from disclosing by
the terms of an obligation of confidentiality contained in any agreement with any non-Affiliate binding upon the Company and not
entered into in contemplation of this Clause 25.12, provided that the Company shall use commercially reasonable efforts to obtain
consent from the party in whose favour the obligation of confidentiality was made to permit the disclosure of the relevant information.



 






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		(b)	Promptly after determining that an Obligor is not permitted to disclose any information as a result
of the limitations described in this Clause 25.12, the Company will provide the Agent with an Officer’s Certificate (as defined
in Schedule 15 (Restrictive Covenants)) describing generally the requested information that the Obligor is prohibited from
disclosing pursuant to this Clause 25.12 and the circumstances under which the Obligor is not permitted to disclose such information.



 


		26.	Financial Covenant



 


		26.1	Financial definitions



 


In this Agreement:


 


“Borrowings”
means, at any time, the outstanding principal, capital or nominal amount (including any capitalised interest accretions in respect
of any instrument issued at a discount and any other similar amount) of any Financial Indebtedness (other than under paragraph
(f) of the definition thereof).


 


“Consolidated EBITDA”
means, for any Relevant Period, the consolidated profits of the Group from ordinary activities before taxation in respect of that
Relevant Period and (without double counting):


 


		(a)	before deducting any amount attributable to the amortisation or impairment of intangible assets
(including goodwill) or the depreciation or impairment of tangible assets;



 


		(b)	before deducting any Consolidated Net Finance Charges;



 


		(c)	before deducting any one-off expenses or charges incurred in connection with the incurrence or
issuance of (i) any Financial Indebtedness under or which is permitted by the Finance Documents or (ii) any other equity
issuance which is permitted by the Finance Documents;



 


		(d)	before taking into account any items treated as exceptional or extraordinary items;



 


		(e)	before taking into account any accrued interest received by or owing to any member of the Group;



 


		(f)	before taking into account any realised and unrealised exchange gains and losses including those
arising on translation of currency debt;



 


		(g)	before taking into account any gain or loss arising from an upward or downward revaluation of any
asset or arising from the acquisition or disposal of player registrations;



 


		(h)	after deducting the amount of any profit of any member of the Group which is attributable to minority
interests;



 


		(i)	after deducting the amount of any profit of any investment or entity (which is not itself a member
of the Group) in which any member of the Group has an ownership interest to the extent that the amount of such profit included
in the financial statements of the Group exceeds the amount (net of applicable withholding tax) received in cash by members of
the Group through distributions by such investment or entity;



 


		(j)	after excluding the amount of any profit or loss which is attributable to any Material Disposal
made in the Relevant Period; and



 






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		(k)	after deducting, to the extent not already taken into account, all rent and other property costs
of a revenue nature,



 


in each case, to the extent added,
deducted, taken into account or excluded, as the case may be, for the purposes of determining profits of the Group from ordinary
activities before taxation.


 


“Consolidated Net Finance
Charges” means, for any Relevant Period, the aggregate amount of interest, all regular or periodic commission, fees or
discounts in the nature of interest accrued in respect of Borrowings of the Group in respect of that Relevant Period and (without
double counting):


 


		(a)	excluding any such obligations owed to any other member of the Group;



 


		(b)	including the interest element whether paid or payable, in respect of leasing and hire purchase
payments under lease or hire purchase arrangements which would, in accordance with the Accounting Principles, be treated as finance
or capital leases;



 


		(c)	including any accrued commission, fees, discounts and other finance payments paid or payable by
any member of the Group under any interest rate hedging arrangement;



 


		(d)	deducting any accrued commission, fees, discounts and other finance payments owing to or received
by any member of the Group under any interest rate hedging instrument;



 


		(e)	deducting any accrued interest owing to or received by any member of the Group on any deposit or
bank account or in respect of Cash Equivalent Investments; and



 


		(f)	excluding any up-front arrangement fees, up-front underwriting fees, up-front commitment fees,
up-front participation fees or up-front agency fees paid in connection with the Facility on the Closing Date by any member of the
Group (except where any such fee is in excess of a reasonable market rate).



 


“Financial Quarter”
means the period commencing on the day after one Quarter Date and ending on the next Quarter Date.


 


“Financial Year”
means the annual accounting period of the Group ending on or about 30 June in each year.


 


“Quarter Date”
means each of 31 March, 30 June, 30 September and 31 December.


 


“Relevant Period”
means each period of twelve months ending on the last day of each Financial Quarter.


 


		26.2	Financial condition



 


The Company shall ensure that,
commencing with the Relevant Period ending on 30 September 2020, Consolidated EBITDA for each Relevant Period is not less
than £65,000,000, subject to Clause 26.4 (Champions League Non Qualification Event).


 


		26.3	Financial testing



 


Subject to Clause 26.4 (Champions
League Non Qualification Event) below, the financial covenant set out in Clause 26.2 (Financial condition) shall
be calculated in accordance with the Accounting Principles and tested by reference to each of the financial statements delivered
pursuant to paragraphs (a) and (b) of Clause 25.1 (Financial statements) and/or each Compliance Certificate
delivered pursuant to Clause 25.2 (Provision and contents of Compliance Certificate).


 






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		26.4	Champions League Non Qualification Event



 


		(a)	For the purposes of calculating the financial covenant set out in Clause 26.2 (Financial
Covenant), if a Champions League Non Qualification Event occurs, the Company may elect, at any time prior to the end of the
Financial Year in which such Champions League Non Qualification Event occurs, to adjust the definition of Consolidated EBITDA for
each Financial Quarter falling in the Financial Year in respect of which the first team of MUFC is not in the first round group
stages (or its equivalent from time to time) of the Champions League by adding back an amount equal to “X” in each
such Financial Quarter (the “Adjusted Quarters”) where:



 


“X” corresponds
to the amount set out in Schedule 14 (Table of Values for X) for that Financial Quarter minus the following:


 


		(i)	the net amount received by the Group in that Financial Quarter in respect of matches (both home
and away) and media payments relating to UEFA cup performances; and



 


		(ii)	the net amount of any reduction to player salaries in that Financial Quarter arising out of the
existing contractual provisions as a result of the Champions League Non Qualification Event.



 


		(b)	At the same time as the Company makes an election under paragraph (a), it shall supply to the Agent
a certificate signed by a director of the Company (i) confirming the value of X and the amount of each Adjustment and setting
out (in reasonable detail) computation of those amounts and (ii) attaching a copy of the Champions League Adjustment Spreadsheet
(following the Adjustments).



 


		(c)	If the Majority Lenders give notice to the Agent that they do not agree with the calculations of
any of the Adjustments contained in the certificate described in paragraph (b) above (acting reasonably), the Company and
the Agent will consult in good faith for a period of not more than 10 Business Days with a view to correcting the calculations
of the Adjustments.



 


		(d)	If agreement has not been reached within the 10 Business Day period referred to in paragraph (c) above
then, at the request of the Majority Lenders (and at the expense of the Company), the Agent may appoint an auditor of international
repute (in consultation with the Company) to determine the amount of the Adjustments (and, consequently, the value of “X”)
and such determination shall (in the absence of manifest error) be binding on the Parties.



 


		(e)	For the avoidance of doubt, for the purposes of calculating the financial covenant set out in Clause
26.2 (Financial covenant) only, Consolidated EBITDA in any Relevant Period which contains one or more Adjusted Quarters
shall be calculated using the adjusted values of Consolidated EBITDA set out in paragraph (a) above for each such Adjusted
Quarter.



 


		(f)	The above election may only be made twice over the life of the Facility and may not be made during
two consecutive Financial Years.



 






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		26.5	Equity Cure



 


		(a)	No Event of Default under this Clause 26 insofar as it relates to a failure to comply with Clause
26.2 (Financial covenant) will occur if all or part of the cash proceeds (the “Equity Investment”) received
by the Company pursuant to any Additional Shareholder Funding or any Subordinated Shareholder Funding, during or after the end
of that Relevant Period but no later than 20 Business Days after the earlier of (i) the date on which the relevant Compliance
Certificate is required to be delivered to the Agent pursuant to Clause 25.2 (Provision and contents of Compliance Certificate)
and (ii) the date on which it is delivered to the Agent, may be designated in writing by the Company to the Agent as being
provided for the purposes of this Clause 26.5 (the “Equity Cure Amount”), and if designated as such shall have
the effect that the financial covenant set out in Clause 26.2 (Financial covenant) is calculated or, as the case may be,
recalculated as if the Consolidated EBITDA of the Group had been increased by an amount equal to the Equity Investment and any
Equity Investment so made in respect of any Relevant Period shall be deemed to have been made immediately prior to the last date
of such Relevant Period.



 


		(b)	The Company shall not be entitled to exercise its rights under this Clause 26.5 on more than four
occasions prior to the Termination Date or in respect of consecutive Financial Quarters.



 


		(c)	There shall be no restriction on the amount of any Equity Investment exceeding the minimum amount
required to prevent or, as the case may be, cure any failure to satisfy the financial test set out in Clause 26.2 (Financial
covenant), provided that, the amount of the Equity Cure Amount exceeding the minimum amount required to prevent or, as the
case may be, cure any failure to satisfy the financial test set out in Clause 26.2 (Financial covenant) shall be as soon
as reasonably practicable applied to permanently repay or prepay any Senior Secured Debt.



 


		(d)	Subject to paragraph (c) above, there shall be no requirement to apply any Equity Cure Amount
in prepayment of any Facility.



 


		(e)	Any Equity Cure Amount shall not count towards any other permission or usage or purpose (including
in respect of the baskets relating to Restricted Payments (as defined in Schedule 15 (Restrictive Covenants)) as set out
in Clause 2 (Restricted Payments) of Schedule 15 (Restrictive Covenants)) for so long as the Equity Cure Amount continues
to be included in the calculation of Consolidated EBITDA as set out in paragraph (i) below.



 


		(f)	In relation to any Equity Cure Amount provided prior to the date of delivery of the relevant Compliance
Certificate for the Relevant Period, the Compliance Certificate for that Relevant Period shall set out the revised financial covenant
calculations for the Relevant Period and confirm that such Equity Cure Amount has been provided.



 


		(g)	In relation to any Equity Cure Amount provided following the date of delivery of the relevant Compliance
Certificate for the Relevant Period, promptly following receipt of the Equity Cure Amount by the Company, the Company shall deliver
a revised Compliance Certificate to the Agent setting out the revised financial covenant calculations for the Relevant Period.



 


		(h)	If, after giving effect to the adjustment referred to in paragraph (a) above, the financial
covenant in Clause 26.2 (Financial condition) would have been met, then the requirements of Clause 26.2 (Financial condition)
shall be deemed to have been satisfied as at the relevant original date of determination and any breach of any term of the Finance
Documents, Default or Event of Default occasioned thereby shall be deemed to have been permanently remedied and cured for all purposes
under the Finance Documents.



 






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		(i)	For the avoidance of doubt, the Equity Cure Amount shall be deemed to be included in calculating
Consolidated EBITDA for the purposes of the financial covenant in Clause 26.2 (Financial condition) until the date on which
the Equity Cure Amount deemed to have been invested into the Group falls out of any subsequent Relevant Period.



 


		26.6	Minimum Committed Additional Financing



 


The Company shall ensure that
at all times it has in place Minimum Committed Additional Financing in a principal amount of at least £75,000,000 (or its
equivalent in other currencies).


 


		27.	General Undertakings



 


The undertakings in this Clause 27
remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment
is in force.


 


		27.1	Restrictive Covenants



 


Each Obligor shall comply with
the covenants set out in Schedule 15 (Restrictive Covenants).


 


		27.2	Authorisations



 


Subject to the Legal Reservations,
each Obligor shall promptly obtain, comply with and do all that is necessary to maintain in full force and effect any Authorisation
required under any law or regulation of a Relevant Jurisdiction to:


 


		(a)	enable it to perform its obligations under the Finance Documents to which it is a party;



 


		(b)	subject to the Legal Reservations and Perfection Requirements, ensure the legality, validity, enforceability
or admissibility in evidence of any Finance Document to which it is a party; and



 


		(c)	enable it to carry on its business in the ordinary course where failure to do so has a Material
Adverse Effect.



 


		27.3	Compliance with laws



 


Each Obligor shall comply in
all respects with all laws to which it is subject, where failure so to comply has a Material Adverse Effect.


 


		27.4	Taxation



 


		(a)	Each Obligor shall (and the Company shall ensure that each member of the Group shall) duly and
punctually (subject to any grace periods) pay and discharge all Taxes (or, where payments of Taxes must be made by reference to
estimated amounts, such estimated Tax (calculated in good faith) as due and payable for the relevant period) imposed upon it or
its assets within the time period allowed without incurring material penalties unless and only to the extent that:



 


		(i)	such payment is being contested in good faith;



 


		(ii)	adequate reserves are being maintained for those Taxes;



 






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		(iii)	such payment can be lawfully withheld; or



 


		(iv)	failure to pay those Taxes does not have or is not reasonably expected to have a Material Adverse
Effect.



 


		(b)	No Borrower may change its residence for Tax purposes where to do so would be materially prejudicial
to the interests of the Lenders (taken as a whole) under the Finance Documents.



 


		27.5	Change of business



 


The Company shall procure that
no substantial change is made to the general nature of the business of the Company, the Obligors or the Group (taken as a whole)
from that carried on by the Group at the date of this Agreement.


 


		27.6	Pari passu ranking



 


Each Obligor shall ensure that
at all times any unsecured and unsubordinated claims of a Finance Party held against it under the Finance Documents rank at least
pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are
mandatorily preferred by laws of general application to companies and the Group’s Football Creditors in relation to matters
set out in the Premier League Handbook.


 


		27.7	Insurance



 


		(a)	Each Obligor shall (and the Company shall ensure that each member of the Group will) maintain insurances
(other than in respect of permanent disability for players occurring when players are playing, practising or training for a member
of the Group) on and in relation to its business and material assets of an insurable nature against those risks and to the extent
as is usual for other companies carrying on the same or substantially similar business in each case where failure to do so would
reasonably be expected to have a Material Adverse Effect.



 


		(b)	All insurances referred to in paragraph (a) above, must be with reputable independent insurance
companies or underwriters.



 


		27.8	Pensions



 


The Company shall ensure that
the pension schemes operated by the Group including any employee benefit plan as defined in section 3(3) of the United States
Employee Retirement Income Security Act of 1974 are at all times funded to the extent required by, and operated and maintained
in accordance with, applicable law, save to the extent where failure to do so would not reasonably be expected to have a Material
Adverse Effect.


 


		27.9	Access



 


While an Event of Default is
continuing under Clause 28.1 (Non-payment) or in respect of Clause 1.1 of Schedule 16 (Additional Events of Default)
each Obligor shall and the Company shall ensure that each member of the Group (subject to any confidentiality or secrecy obligations
under this Agreement and all applicable laws) will permit the Agent and/or the Security Trustee and/or accountants or other professional
advisers and contractors of the Agent or Security Trustee to have access at all reasonable times during normal business hours (excluding
any match days) and on reasonable notice (for a reasonable period) at the reasonable cost of the Company to examine its corporate,
financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts
with its senior management, provided that in exercising such right, the Agent or Security Trustee and/or representatives, delegates,
agents, professional advisers and contracts (as appropriate) of the Agent or the Security Trustee shall have regard for the need
to keep disruption to the business to a minimum.


 






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		27.10	Intellectual property



 


Each Obligor shall (and the Company
shall procure that each member of the Group shall):


 


		(a)	take all reasonable action to preserve and maintain the subsistence and validity of the Intellectual
Property which are material to the business of the relevant Group member; and



 


		(b)	not use or permit that Intellectual Property to be used in a way or take any step or omit to take
any step in respect of that Intellectual Property which may materially and adversely affect the existence or value of that Intellectual
Property or imperil the right of any member of the Group to use such property,



 


in each case where the failure
to comply with any of the above undertakings would have a Material Adverse Effect.


 


		27.11	Senior Secured Debt



 


No Obligor shall (and the Company
shall ensure that no member of the Group will):


 


		(a)	amend, vary, novate, supplement, supersede, waive or terminate any term of any Senior Secured Debt
so as to bring forward the maturity of such Senior Secured Debt to a date prior to the date falling three months after the Termination
Date; or



 


		(b)	issue or incur any Senior Secured Debt which matures prior to the date falling three months after
the Termination Date.



 


		27.12	Senior Unsecured Notes



 


The Company shall ensure that:


 


		(a)	no scheduled principal payments with respect to Senior Unsecured Notes (as defined in the Intercreditor
Agreement) fall due prior to the date falling six months after the Termination Date;



 


		(b)	any Senior Unsecured Notes are not secured by any Security over any shares in any member of the
Group or any asset of any member of the Group other than security over (i) the shares in the Senior Unsecured Note Issuer
and any direct Subsidiary of the Company and (ii) any Senior Unsecured Note Proceeds Loan (as defined in the Intercreditor
Agreement) and which is subject to, and is treated in all respects for the purposes of, the Intercreditor Agreement as Shared Security
(as defined therein);



 


		(c)	no member of the Group owes any Financial Indebtedness to a Senior Unsecured Issuer other than
pursuant to a Senior Unsecured Note Proceeds Loan;



 


		(d)	the Company shall ensure that any Senior Unsecured Notes are only issued or borrowed by the Senior
Unsecured Note Issuer which is (and which remains at all times when any Senior Unsecured Notes issued or borrowed by it remain
outstanding):



 


		(i)	a Guarantor;



 


		(ii)	not the Borrower or the issuer or borrower of any Senior Secured Debt; and



 






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		(iii)	other than Permitted Senior Unsecured Issuer Activities, has no assets, liabilities or business
other than as permitted by this Clause or in connection with the Senior Unsecured Notes (including any Senior Unsecured Notes Proceeds
Loan) or reasonably incidental thereto and which does not directly or indirectly own any shares or equivalent ownership interests
in any member of the Group; and



 


		(e)	no member of the Group transfers any assets or makes any payment to a Senior Unsecured Note Issuer
other than (without double counting):



 


		(i)	as permitted by clause 6.3 (Permitted Senior Unsecured Note Payments) and clause 10.2(b) (Permitted
Payments: Senior Unsecured Notes Proceeds Liabilities) of the Intercreditor Agreement; or



 


		(ii)	(if no Event of Default is continuing or would result from the making of the relevant payment)
payments reasonably required to allow the Senior Unsecured Issuer to pay when due amounts payable by it (A) with respect to
Permitted Senior Unsecured Issuer Activities or (B) permitted by the Agent (acting on the instructions of the Majority Lenders
(acting reasonably)).



 


		27.13	Guarantors



 


		(a)	The Company shall ensure that, subject to the Agreed Security Principles and subject to the below
paragraphs of this Clause, all Material Companies (other than an Excluded Subsidiary) which are members of the Group are Guarantors
and that the aggregate of the earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated
EBITDA) of the Guarantors and the US Guarantors and the aggregate gross assets of the Guarantors and the US Guarantors, (in each
case calculated on an unconsolidated basis and excluding all intra-Group items) represents not less than 85 per cent. of Consolidated
EBITDA and consolidated gross assets of all members of the Group (in each case not including the Excluded Subsidiaries), in each
case calculated by reference to (A) the Original Financial Statements of the Company prior to the Closing Date; and (B) thereafter,
with each set of Annual Financial Statements (the “Guarantor Coverage Test”).



 


		(b)	The Company shall not have any obligation to procure that any member of the Group becomes an Additional
Guarantor unless the Annual Financial Statements demonstrate that the same would be necessary in order to comply with the requirements
of this Clause 27.13.



 


		(c)	If the Guarantor Coverage Test is not complied with as at the time of delivery of any Compliance
Certificate accompanying the Annual Financial Statements, no Default will occur provided that (subject to the Agreed Security Principles),
the Company procures that additional members of the Group become Guarantors within 30 Business Days (or such longer period agreed
between the Agent (acting reasonably) and the Company) of the delivery of such Compliance Certificate so that, when retested at
the end of such 30 Business Day period (or if agreed, such longer period) by reference to the Annual Financial Statements accompanying
such Compliance Certificate, the Guarantor Coverage Test is complied with.



 


		(d)	The Company need only perform its obligations under paragraph (a) above, to the extent it
is not unlawful for the relevant person to become a Guarantor and that person becoming a Guarantor would not result in personal
liability for that person’s directors or other management. Each Obligor must use, and must procure that the relevant person
uses, all reasonable endeavours lawfully available to avoid any such unlawfulness or personal liability. This includes agreeing
to a limit on the amount guaranteed. The Agent may (but shall not be obliged to) agree to such a limit if, in its opinion, to do
so would avoid the relevant unlawfulness or personal liability.



 






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		(e)	Any member of the Group (other than an Excluded Subsidiary) that becomes a Material Company and
any Material Company (other than an Excluded Subsidiary) acquired in accordance with this Agreement after the Closing Date shall
become, subject to the Agreed Security Principles, a Guarantor and grant Security as the Agent may reasonably require and shall
accede to the Intercreditor Agreement within 30 Business Days (or such longer period agreed between the Agent (acting reasonably)
and the Company) of delivery of any Compliance Certificate accompanying the Annual Financial Statements.



 


		(f)	Nothing in this Agreement shall require any Excluded Subsidiary to accede as a Guarantor for so
long as it is an Excluded Subsidiary.



 


		27.14	Further assurance



 


		(a)	Subject to the Agreed Security Principles and the terms of the Transaction Security Documents,
each Obligor shall (and the Company shall procure that each member of the Group shall) following the Closing Date promptly do all
such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the
Security Trustee may reasonably specify (and in such form as the Security Trustee may reasonably require in favour of the Security
Trustee or its nominee(s)):



 


		(i)	to perfect the Security created or intended to be created under or evidenced by the Transaction
Security Documents (which may include the execution of a mortgage, charge, assignment or other Security over all or any of the
assets which are, or are intended to be, the subject of the Transaction Security) or for the exercise of any rights powers and
remedies of the Security Trustee or the Finance Parties provided by or pursuant to the Finance Documents or by law;



 


		(ii)	to confer on the Security Trustee or confer on the Finance Parties Security over any property and
assets of that Obligor located in any jurisdiction equivalent or similar to the Security intended to be conferred by or pursuant
to the Transaction Security Documents; and/or



 


		(iii)	following the occurrence of an Acceleration Event, to facilitate the realisation of the assets
which are, or are intended to be, the subject of the Transaction Security.



 


		(b)	Subject to the Agreed Security Principles and the terms of the Transaction Security Documents,
each Obligor shall (and the Company shall procure that each member of the Group shall) at all times take all such action as is
reasonably requested by the Security Trustee (including making all filings and registrations) as may be necessary for the purpose
of the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Security Trustee
or the Finance Parties by or pursuant to the Finance Documents.



 


		(c)	The Company need only perform its obligations under paragraphs (a) and (b) above, to
the extent it is not unlawful and would not result in personal liability for that person’s directors or other management.
Each Obligor must use, and must procure that the relevant person uses, all reasonable endeavours lawfully available to avoid any
such unlawfulness or personal liability.



 






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		27.15	Centre of main interests and establishments



 


No Obligor whose jurisdiction
of incorporation is a member state of the European Union will take any step which is intended to change its centre of main interest
(as that term is used in Article 3(1) of the Regulation) from that of its jurisdiction of incorporation where to do so
would materially and adversely affect the interests of the Lenders as a whole under the relevant Facility.


 


		27.16	Sanctions



 


		(a)	The Company will maintain in effect and enforce policies and procedures designed to ensure compliance
by the Company, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable
Sanctions.



 


		(b)	No Borrower will request any Utilisation, and no Borrower shall use, and the Company shall procure
that no Obligor and its or their respective directors, officers, employees, agents, affiliates and representatives and, to the
extent it has the power to so procure, joint venture partners shall not use, the proceeds of any Utilisation:



 


		(i)	in furtherance of an offer, payment, promise to pay, or authorisation of the payment or giving
of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws;



 


		(ii)	for the purpose of funding, financing or facilitating any activities, business or transaction of
or with any Sanctioned Person, or in any Sanctioned Country; or



 


		(iii)	in any manner that would result in the violation of any Sanctions applicable to any Party hereto.



 


		(c)	Any provision of this Clause 27.16 shall not apply to any person if and to the extent that it is
or would be unenforceable by or in respect of that person by reason of breach of any applicable Blocking Law.



 


		(d)	For the purposes of this Clause 27.16 and Clause 24.24 (Anti-Corruption Laws and Sanctions),
 “Blocking Law” means:



 


		(i)	any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996 (or any law or regulation
implementing such Regulation in any member state of the European Union or the United Kingdom);



 


		(ii)	section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung); or



 


		(iii)	any similar blocking or anti-boycott law implemented by a Sanctions Authority.



 


		27.17	Federal Reserve Regulations



 


No part of the proceeds of any
Utilisation will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for “buying”
or “carrying” any Margin Stock or to extend credit to others for the purpose of “buying” or “carrying”
any Margin Stock (in each case within the meaning of Regulation T, U or X) or for any purpose which violates the provisions of
the regulations of the Federal Reserve Board.


 






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		27.18	Sponsorship Contracts and Arrangements



 


The Company shall ensure no Unrestricted
Subsidiary will:


 


		(a)	enter into any sponsorship contract and/or arrangement; or



 


		(b)	have transferred, assigned or novated to it any sponsorship contract and/or arrangement by any
member of the Group.



 


For avoidance of doubt, sponsorship
contracts and/or arrangements shall not include contracts and/or arrangements relating to (i) paragraphs (a) and (c) of
the definition of New Holdco Business or (ii) the provision or supply of content, services or other products.


 


		28.	Events of Default



 


Each of the events or circumstances
set out in this Clause 28 (save for Clause 28.9 (Acceleration) and Clause 28.10 (Clean-up Period)) and
Schedule 16 (Additional Events of Default) is an Event of Default.


 


		28.1	Non-payment



 


An Obligor does not pay:


 


		(a)	on the due date any amount of principal payable pursuant to a Finance Document; or



 


		(b)	within 30 days of the due date, any other amount payable pursuant to a Finance Document,



 


at the place at and in the currency
in which it is expressed to be payable unless, in the case of a payment of principal:


 


		(i)	its failure to pay is caused by administrative or technical error or a Disruption Event; and



 


		(ii)	payment is made within five Business Days of its due date.



 


		28.2	Breach of certain obligations



 


		(a)	Subject to Clause 26.4 (Champions League Non Qualification Event) and Clause 26.5 (Equity
Cure), any requirement of Clause 26.2 (Financial condition) is not satisfied.



 


		(b)	The requirements of Clause
26.6 (Minimum Committed Additional Financing) is not complied with unless such non-compliance is capable of remedy and is
remedied within 20 Business Days of the earlier of the Agent giving notice thereof to the Company or any Obligor becoming aware
of the failure to comply. Promptly following such remedy, the Company shall deliver a revised Compliance Certificate to
the Agent setting out whether or not it has in place the Minimum Committed Additional Financing.



 


		28.3	Other obligations



 


An Obligor does not comply with
any provision of the Finance Documents (other than those referred to in Clause 28.1 (Non-payment) and Clause 28.2
(Breach of certain obligations)) unless such non-compliance is capable of remedy and is remedied within 30 Business Days,
of the earlier of the Agent giving notice thereof to the Company or any Obligor becoming aware of the failure to comply.


 






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		28.4	Misrepresentation



 


Any representation or statement
made or deemed to be made by an Obligor in the Finance Documents or in any other document delivered by or on behalf of any Obligor
under or in connection with any Finance Document is or proves to have been incorrect or misleading (in the case of any representation
or statement which is not subject to a materiality threshold in accordance with its terms, in any material respect) when made or
deemed to be made and, if the circumstances causing such misrepresentation are capable of remedy within such period, such Obligor
shall have failed to remedy such circumstances within 30 Business Days after the earlier of the Agent giving notice to the Company
or the Company becoming aware of such misrepresentation.


 


		28.5	Cross default



 


		(a)	Any creditor of any member of the Group becomes entitled to declare any Financial Indebtedness
of any member of the Group with respect to any Senior Secured Debt due and payable prior to its specified maturity as a result
of an event of default (however described).



 


		(b)	Any Financial Indebtedness of any member of the Group is:



 


		(i)	declared to be or otherwise becomes due and payable prior to its specified maturity as a result
of an event of default (however described); or



 


		(ii)	in respect of principal amounts or, in the case of any Senior Notes or Pari Passu Debt only, in
respect of any amounts, not paid by the later of when due and payable and the expiry of any applicable grace period provided in
respect of such Financial Indebtedness as at the date of such non-payment default.



 


		(c)	No Event of Default will occur under this Clause 28.5 if: (i) the aggregate amount of Financial
Indebtedness falling within paragraphs (a) and (b) above is equal to £25,000,000 (or its equivalent in any other
currency or currencies) or less; or (ii) the Financial Indebtedness is (A) owed by one member of the Group to another
member of the Group or (B) owed by any member of the Group to any direct or indirect shareholder of the Company provided that
such Financial Indebtedness is subordinated as Subordinated Liabilities pursuant to the terms of the Intercreditor Agreement or
on terms otherwise acceptable to the Majority Lenders (acting reasonably).



 


		28.6	Unlawfulness and invalidity



 


		(a)	It is or becomes unlawful for an Obligor or, in the case of the Intercreditor Agreement, a member
of the Group, to perform any of its obligations under any of the Finance Documents or any of the Transaction Security created or
expressed to be created or evidenced by the Transaction Security Documents ceases to be valid or becomes unlawful and the cessation
or unlawfulness individually or cumulatively materially and adversely affects the interests of the Lenders (taken as a whole) under
the Finance Documents.



 


		(b)	Any obligations of any Obligor under any Finance Documents or any member of the Group that is party
to the Intercreditor Agreement are not or cease to be legal, valid, binding or enforceable (other than as provided in the Legal
Reservations or Perfection Requirements) and the cessation individually or cumulatively materially and adversely affects the interests
of the Lenders (taken as a whole) under the Finance Documents.



 






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		(c)	Any Finance Document ceases to be in full force and effect or any Transaction Security or any subordination
created under this Agreement or the Intercreditor Agreement ceases to be legal, valid, binding, enforceable or effective (other
than as provided in the Legal Reservations or Perfection Requirements) and the cessation individually or cumulatively materially
and adversely affects the interests of the Lenders (taken as a whole) under the Finance Documents.



 


		28.7	Intercreditor Agreement



 


		(a)	Any member of the Group or Subordinated Creditor (as defined in the Intercreditor Agreement) fails
to comply in any material respect with the provisions of, or does not perform in any material respect its obligations under, the
Intercreditor Agreement; or



 


		(b)	a representation or warranty given by a member of the Group or Subordinated Creditor in the Intercreditor
Agreement is incorrect in any material respect,



 


and, if the non-compliance or
circumstances giving rise to the misrepresentation are capable of remedy, it is not remedied within 30 Business Days of the earlier
of the Agent giving notice to that party or that party becoming aware of the non-compliance or misrepresentation.


 


		28.8	Repudiation



 


An Obligor repudiates a Finance
Document or evidences an intention to repudiate a Finance Document.


 


		28.9	Acceleration



 


		(a)	At any time after the occurrence of an Event of Default which is continuing the Agent may, and
shall if so directed by the Majority Lenders, by notice to the Company:



 


		(i)	cancel all or part of the Total Commitments at which time they shall immediately be cancelled;



 


		(ii)	declare that all or part of the Utilisations, together with accrued interest, and all other amounts
accrued or outstanding under the Finance Documents be immediately due and payable, at which time they shall become immediately
due and payable;



 


		(iii)	declare that all or part of the Utilisations be payable on demand, at which time they shall immediately
become payable on demand by the Agent on the instructions of the Majority Lenders; and/or



 


		(iv)	exercise or direct the Security Trustee to exercise any or all of its rights, remedies, powers
or discretions under the Finance Documents.



 


		(b)	With respect to any US Obligor upon an Event of Default that is continuing with respect to such
US Obligor of the type described in Schedule 16 (Additional Events of Default) under the United States Bankruptcy Code of
1978 (Title 11 of the United States Code) (or other similar laws under a state of the US), no such direction or written notice
shall be required under paragraph (a) above and any Commitments to lend to such US Obligor shall, subject to paragraph (b) of
the definition of Acceleration Event, be automatically terminated and all of the Utilisations of such US Obligor shall become immediately
and automatically due and payable without requirement of notice or any other formality, provided that the occurrence of such event
in relation to such US Obligor shall not result in any Utilisations being accelerated without a notice having been given pursuant
to paragraph (a) above to any other Borrower (including, for the avoidance of doubt, any other US Borrower with respect to
which no Event of Default has occurred and is continuing of the type described in Schedule 16 (Additional Events of Default)
under the United States Bankruptcy Code of 1978 (Title 11 of the United States Code) (or other similar laws under a state of the
US)).



 






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		28.10	Clean-up Period



 


		(a)	Notwithstanding any other term of this Agreement, in respect of an acquisition permitted or not
prohibited by the terms of this Agreement (the “Approved Acquisition”) and made on or after the Closing Date,
from the date of closing of the Approved Acquisition to the date falling ninety days thereafter (the “Clean-up Period”),
if any matter or circumstance that exists in respect of any person, undertaking or business which is the direct or indirect subject
of the Approved Acquisition would constitute a breach of a representation, an undertaking or any other term or condition under
the Finance Documents or a Default or an Event of Default (a “Relevant Default”) then subject to paragraph (b) below,
during the Clean-up Period that Relevant Default shall not constitute a breach of a representation, undertaking or any other term
or condition under the Finance Documents or a Default or an Event of Default and the Agent shall not be entitled to give any notice
under Clause 28.9 (Acceleration) with respect to that Relevant Default until (if that Relevant Default is then continuing)
the date immediately after the end of the Clean-up Period.



 


		(b)	Paragraph (a) above shall not apply with respect to any Relevant Default to the extent that
it:



 


		(i)	is not capable of being cured or, if the Company is aware of the relevant circumstances at the
time, reasonable steps are not being used to cure the same;



 


		(ii)	has been procured by or approved by a member of the Group (provided that knowledge of the Relevant
Default does not equate to procurement or approval by that member of the Group);



 


		(iii)	has, or could reasonably expected to have, a Material Adverse Effect; or



 


		(iv)	is continuing at the end of the Clean-up Period (and, for the avoidance of doubt, if the Relevant
Default is continuing at the end of the Clean-up Period, the Lenders shall then be entitled to exercise any available rights in
relation to that continuing Relevant Default).



 


		(c)	For the avoidance of doubt, paragraph (a) above shall not restrict the Agent’s right
to give any notice under Clause 28.9 (Acceleration) with respect to any Event of Default which is not a Relevant Default.



 


		(d)	Promptly upon becoming aware of its occurrence, the Company shall notify the Agent of any Event
of Default that is continuing at the end of a Clean-up Period (together with the related event or circumstance and the steps, if
any, being taken to remedy it).



 






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SECTION 9


 


CHANGES TO PARTIES


 


		29.	Changes to the Lenders



 


		29.1	Assignments and transfers by the Lenders



 


Subject to this Clause 29
a Lender (the “Existing Lender”) may:


 


		(a)	assign any of its rights;



 


		(b)	transfer by novation any of its rights and obligations; or



 


		(c)	enter into a sub-participation in relation to its rights and obligations,



 


under any Finance Document to
another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the
purpose of making, purchasing or investing in loans, securities or other financial assets or to any other person (the “New
Lender”) which in each case, unless an Event of Default is continuing, is a US Qualifying Lender and a Qualifying Lender
(each as defined in Clause 18.1).


 


		29.2	Conditions of assignment or transfer



 


		(a)	The written consent of the Company is required for an assignment, transfer or sub-participation
(where any voting rights pass or may pass) by an Existing Lender, unless the assignment, transfer or such sub-participation is:



 


		(i)	to another Lender or an Affiliate of a Lender;



 


		(ii)	if the Existing Lender is a fund, to a fund which is a Related Fund of the Existing Lender; or



 


		(iii)	made at a time when an Event of Default is continuing.



 


		(b)	The consent of the Company to an assignment, transfer or sub-participation may not be unreasonably
withheld or delayed, provided that, it shall not be unreasonable for the Company to withhold consent in relation to any transfer,
assignment or sub-participation (where voting rights pass or may pass) to, with, involving or in favour of any person which is:



 


		(i)	not a bank with a long term corporate credit rating equal to or better than BBB or Baa2 (as applicable)
according to at least two of Moody’s, S&P and Fitch; or



 


		(ii)	an entity established for the primary purpose or main purpose of being a distressed debt fund.



 


The Company will be deemed to have
given its consent five Business Days after the Existing Lender has requested it unless such consent is expressly refused by the
Company within that time in accordance with this paragraph (b).


 


		(c)	Notwithstanding paragraph (a) above, any transfer or assignment to or sub-participation or
any other debt purchase transaction with an Industrial Competitor shall require the prior written consent of the Company (to be
granted or withheld in its sole discretion).



 






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		(d)	If the consent of the Company is required for any assignment or transfer, for all purposes under
the Finance Documents that assignment or transfer shall only become effective if the prior written consent of the Company has been
granted or deemed to have been granted (as applicable).



 


		(e)	If an assignment or transfer is carried out in breach of this Clause 29.2, such assignment or transfer
shall be void and deemed not to have occurred.



 


		(f)	Unless the Company and the relevant Existing Lender otherwise agree in respect of transfers between
Existing Lenders and their Affiliates a transfer of part of a Commitment or Commitments by the Existing Lender must be of a minimum
amount of £1,000,000, provided that if the Existing Lender retains any Commitment or Commitments it is (or they are) of a
minimum amount of £1,000,000 in aggregate across the Facility.



 


		(g)	In determining whether
the requirements of paragraph ‎(f) above as to the minimum amount in respect of any Facility to be retained by
an Existing Lender are satisfied, the amount of any Commitment or Commitments of any Affiliate of the relevant Existing Lender
to be retained shall be aggregated with the Commitment or Commitments of the Existing Lender to be transferred and/or retained
(as the case may be).



 


		(h)	An assignment will only be effective on:



 


		(i)	receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation
from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the
other Finance Parties and the other Secured Parties as it would have been under if it was the Original Lender;



 


		(ii)	the New Lender entering into the documentation required for it to accede as a party to the Intercreditor
Agreement; and



 


		(iii)	the performance by the Agent of all necessary “know your customer”, USA PATRIOT
Act or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion
of which the Agent shall promptly notify to the Existing Lender and the New Lender.



 


		(i)	A transfer will only be effective on:



 


		(i)	the New Lender entering into the documentation required for it to accede as a party to the Intercreditor
Agreement; and



 


		(ii)	procedure set out in Clause 29.5 (Procedure for transfer) being complied with.



 


		(j)	If:



 


		(i)	a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes
its Facility Office; and



 






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		(ii)	as a result of circumstances existing at the date the assignment, transfer or change occurs, an
Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 18 (Tax
Gross-up and Indemnities) or Clause 19 (Increased Costs), then the New Lender or Lender acting
through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender
or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This
paragraph (k) shall not apply in relation to Clause 18.2 (Tax gross-up), to a UK Treaty Lender that has included a
confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (i)(ii)(B) of
Clause 18.2 (Tax gross-up) if the Obligor making the payment has not made a Borrower DTTP Filing in respect of that UK Treaty
Lender.


 


		(k)	Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms,
for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved
by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer
or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the
Existing Lender would have been had it remained a Lender.



 


		29.3	Assignment or transfer fee



 


Unless the Agent otherwise agrees
and excluding an assignment or transfer to an Affiliate of a Lender or a Related Fund, the New Lender shall, on the date upon which
an assignment or transfer takes effect, pay to the Agent (for its own account) a fee of £2,500.


 


		29.4	Limitation of responsibility of Existing Lenders



 


		(a)	Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty
and assumes no responsibility to a New Lender for:



 


		(i)	the legality, validity, effectiveness, adequacy or enforceability of the Transaction Documents,
the Transaction Security or any other documents;



 


		(ii)	the financial condition of any Obligor;



 


		(iii)	the performance and observance by any Obligor or any other member of the Group of its obligations
under the Transaction Documents or any other documents; or



 


		(iv)	the accuracy of any statements (whether written or oral) made in or in connection with any Transaction
Document or any other document,



 


and any representations or warranties
implied by law are excluded.


 


		(b)	Each New Lender confirms to the Existing Lender and the other Finance Parties that it:



 


		(i)	has made (and shall continue to make) its own independent investigation and assessment of the financial
condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not
relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Transaction
Document or the Transaction Security; and



 


		(ii)	will continue to make its own independent appraisal of the creditworthiness of each Obligor and
its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.



 


		(c)	Nothing in any Finance Document obliges an Existing Lender to:



 


		(i)	accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned
or transferred under this Clause 29; or



 


		(ii)	support any losses directly or indirectly incurred by the New Lender by reason of the non-performance
by any Obligor of its obligations under the Finance Documents or otherwise.



 






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	29.5	Procedure for transfer



 


		(a)	Subject to the conditions set out in Clause 29.2 (Conditions of assignment or transfer)
a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer
Certificate delivered to it by the Existing Lender and the New Lender and update the Register in accordance with Clause 32.20 (Register).
The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed
Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms
of this Agreement, execute that Transfer Certificate.



 


		(b)	The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing
Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer”, USA
PATRIOT Act or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.



 


		(c)	Subject to Clause 29.9 (Pro rata interest settlement), on the Transfer Date:



 


		(i)	to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation
its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Obligors and other
members of the Group party to any Finance Document and the Existing Lender shall be released from further obligations towards one
another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another
under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “Discharged Rights
and Obligations”);



 


		(ii)	each of the Obligors and other members of the Group party to any Finance Document and the New Lender
shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights
and Obligations only insofar as that Obligor or other member of the Group and the New Lender have assumed and/or acquired the same
in place of that Obligor and the Existing Lender;



 


		(iii)	the Agent, the Security Trustee, the New Lender and the other Lenders shall acquire the same rights
and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed
had the New Lender been the Original Lender with the rights, and/or obligations acquired or assumed by it as a result of the transfer
and to that extent the Agent and the Security Trustee and the Existing Lender shall each be released from further obligations to
each other under the Finance Documents; and



 


		(iv)	the New Lender shall become a Party as a “Lender”.



 






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	29.6	Procedure for assignment



 


		(a)	Subject to the conditions set out in Clause 29.2 (Conditions of assignment or transfer)
an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed
Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below,
as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply
with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.



 


		(b)	The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing
Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer”, USA
PATRIOT Act or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender.



 


		(c)	Subject to Clause 29.9 (Pro rata interest settlement), on the Transfer Date:



 


		(i)	the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents
and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;



 


		(ii)	the Existing Lender will be released from the obligations (the “Relevant Obligations”)
expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound
in respect of the Transaction Security); and



 


		(iii)	the New Lender shall become a Party as a “Lender” and will be bound by obligations
equivalent to the Relevant Obligations.



 


		(d)	Lenders may utilise procedures other than those set out in this Clause 29.6 to assign their
rights under the Finance Documents (but not, without the consent of the Company or unless in accordance with Clause 29.5 (Procedure
for transfer), to obtain a release by each Obligor from the obligations owed to that Obligor by the Lenders nor the assumption
of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 29.2 (Conditions
of assignment or transfer).



 


		29.7	Copy of Transfer Certificate, Assignment Agreement or Increase Confirmation to the Company



 


The Agent shall, as soon as reasonably
practicable after it has executed a Transfer Certificate, an Assignment Agreement or an Increase Confirmation, send to the Company
a copy of that Transfer Certificate, Assignment Agreement or Increase Confirmation (as the case may be) provided that, in relation
to a Transfer Certificate, Assignment Agreement or Increase Confirmation which includes an indication that the New Lender or Increase
Lender wishes the HMRC DT Treaty Passport scheme to apply to this Agreement, the Agent shall send to the Company a copy of that
Transfer Certificate, Assignment Agreement or Increase Confirmation (as applicable) promptly (and in any event within one Business
Day) after the Transfer Date, Increase Date or effective date (as the case may be).


 






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		29.8	Security over Lenders’ rights



 


In addition to the other rights
provided to Lenders under this Clause 29, each Lender may without consulting with or obtaining consent from any Obligor, at
any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights
under any Finance Document to secure obligations of that Lender including, without limitation:


 


		(a)	any charge, assignment or other Security to secure obligations to a federal reserve or central
bank; and



 


		(b)	any charge, assignment or other Security granted to any holders (or trustee or representatives
of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities,



 


except that no such charge, assignment
or Security shall:


 


		(i)	release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary
of the relevant charge, assignment or other Security for the Lender as a party to any of the Finance Documents; or



 


		(ii)	require any payments to be made by an Obligor or grant to any person any more extensive rights
than those required to be made or granted to the relevant Lender under the Finance Documents.



 


		29.9	Pro rata interest settlement



 


If the Agent has notified the
Lenders that it is able to distribute interest payments on a “pro rata basis” to Existing Lenders and New Lenders then
(in respect of any transfer pursuant to Clause 29.5 (Procedure for transfer) or any assignment pursuant to Clause 29.6
(Procedure for assignment) the Transfer Date of which, in each case, is after the date of such notification and is not on
the last day of an Interest Period):


 


		(a)	any interest or fees in respect of the relevant participation which are expressed to accrue by
reference to the lapse of time shall continue to accrue in favour of the Existing Lender up to but excluding the Transfer Date
(“Accrued Amounts”) and shall become due and payable to the Existing Lender (without further interest accruing
on them) on the last day of the current Interest Period (or, if the Interest Period is longer than six Months, on the next of the
dates which falls at six-Monthly intervals after the first day of that Interest Period); and



 


		(b)	the rights assigned or transferred by the Existing Lender will not include the right to the Accrued
Amounts so that, for the avoidance of doubt:



 


		(i)	when the Accrued Amounts become payable, those Accrued Amounts will be payable for the account
of the Existing Lender; and



 


		(ii)	the amount payable to the New Lender on that date will be the amount which would, but for the application
of this Clause 29.9, have been payable to it on that date, but after deduction of the Accrued Amounts.



 


		30.	Restriction on Debt Purchase Transactions



 


		30.1	Prohibition on Debt Purchase Transactions by the Group



 


The Company shall not, and shall
procure that each other member of the Group shall not, enter into any Debt Purchase Transaction or beneficially own all or any
part of the share capital of a company that is a Lender or a party to a Debt Purchase Transaction of the type referred to in paragraphs
(b) or (c) of the definition of Debt Purchase Transaction.


 






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		30.2	Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates



 


		(a)	For so long as an Investor Affiliate:



 


		(i)	beneficially owns a Commitment; or



 


		(ii)	has entered into a sub-participation agreement relating to a Commitment or other agreement or arrangement
having a substantially similar economic effect and such agreement or arrangement has not been terminated,



 


		(A)	in ascertaining:



 


		(I)	the Majority Lenders; or



 


		(II)	whether (x) any given percentage (including, for the avoidance of doubt, unanimity) of the
Total Commitments or (y) the agreement of any specified group of Lenders,



 


has been obtained to approve any
request for a consent, waiver, amendment or other vote under the Finance Documents such Commitment shall be deemed to be zero;
and


 


		(B)	for the purpose of Clause 41.3 (Exceptions), such Investor Affiliate or the person with
whom it has entered into such sub-participation, other agreement or arrangement shall be deemed not to be a Lender (unless in the
case of a person not being an Investor Affiliate it is a Lender by virtue otherwise than by beneficially owning the relevant Commitment).



 


		(b)	Each Lender shall, unless such Debt Purchase Transaction is an assignment or transfer, promptly
notify the Agent in writing if it knowingly enters into a Debt Purchase Transaction with an Investor Affiliate (a “Notifiable
Debt Purchase Transaction”), such notification to be substantially in the form set out in Part 1 of Schedule 13
(Forms of Notifiable Debt Purchase Transaction Notice).



 


		(c)	A Lender shall promptly notify the Agent if a Notifiable Debt Purchase Transaction to which it
is a party:



 


		(i)	is terminated; or



 


		(ii)	ceases to be with an Investor Affiliate,



 


such notification to be substantially
in the form set out in Part 2 of Schedule 13 (Forms of Notifiable Debt Purchase Transaction Notice).


 


		(d)	Each Investor Affiliate that is a Lender agrees that:



 


		(i)	in relation to any meeting or conference call to which all the Lenders are invited to attend or
participate, it shall not attend or participate in the same if so requested by the Agent or, unless the Agent otherwise agrees,
be entitled to receive the agenda or any minutes of the same; and



 


		(ii)	in its capacity as Lender, unless the Agent otherwise agrees, it shall not be entitled to receive
any report or other document prepared at the request of, or on the instructions of, the Agent or one or more of the Lenders.



 






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		(e)	Notwithstanding any other provision in the Finance Documents, any Investor Affiliate which is the
assignee or transferee of a participation in a Loan and/or any Commitment shall be deemed to be an entity which satisfies the requirements
of Clause 29.1 (Assignments and transfers by the Lenders) and Clause 29.2 (Conditions of assignment or transfer).



 


		31.	Changes to the Obligors



 


		31.1	Assignment and transfers by Obligors



 


No Obligor or any other member
of the Group may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.


 


		31.2	Additional Borrowers



 


		(a)	Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 25.10
(“Know your customer” checks), the Company may request that any of its wholly owned Subsidiaries which is a
member of the Group becomes a Borrower in relation to the Facility. That Subsidiary shall become a Borrower under the Facility
if:



 


		(i)	all the Lenders (other than any Defaulting Lender under the Facility) (acting reasonably) approve
the addition of that Subsidiary;



 


		(ii)	the Company and that Subsidiary deliver to the Agent a duly completed and executed Accession Deed;



 


		(iii)	the Subsidiary is (or, subject to the Agreed Security Principles, becomes) a Guarantor prior to
becoming an Additional Borrower;



 


		(iv)	the Company confirms that no Event of Default is continuing or would occur as a result of that
Subsidiary becoming an Additional Borrower; and



 


		(v)	if required, the Agent has received all of the documents and other evidence listed in Part 2
of Schedule 2 (Conditions Precedent) in relation to that Additional Borrower, each in form and substance satisfactory to
the Agent (acting reasonably).



 


		(b)	The Agent shall notify the Company and the Lenders promptly upon being satisfied (acting reasonably)
that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 of Schedule
2 (Conditions Precedent).



 


		(c)	In the event that an Additional Borrower is resident outside the United Kingdom for United Kingdom
tax purposes or the United States of America for US tax purposes, the Company and the Lenders undertake to negotiate in good faith
such changes to be made to the definition of Qualifying Lender and to any other relevant provision in this Agreement in relation
to any exemptions from withholding or similar taxes in the jurisdiction in which the Additional Borrower is resident as will give
an equivalent level of protection for the Additional Borrower and the Lenders as that afforded in respect of Borrowers resident
in the United Kingdom under the existing definition of Qualifying Lender or Borrowers resident in the United States of America
under the existing definition of US Qualifying Lender (as appropriate) (insofar as is commercially appropriate given the differences
between the withholding tax regime in the UK and/or US (as appropriate) and that in such other jurisdiction).



 






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		(d)	Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary
before the Agent gives the notification described in paragraph ‎(b) above, the Lenders authorise (but do not require)
the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving
any such notification.



 


		31.3	Resignation of a Borrower



 


		(a)	The Company may request that a Borrower (other than MUFC) ceases to be a Borrower by delivering
to the Agent a Resignation Letter if:



 


		(i)	that Borrower is the subject of a Third Party Disposal, Permitted Reorganisation or has become
an Unrestricted Subsidiary in accordance with the terms of this Agreement; or



 


		(ii)	all the Lenders under the Facility have consented to the resignation of that Borrower.



 


		(b)	The Agent shall accept a Resignation Letter and notify the Company and the other Finance Parties
of its acceptance if:



 


		(i)	the Company has confirmed that no Default is continuing or would result from the acceptance of
the Resignation Letter;



 


		(ii)	the Borrower is (or shall, following its disposal, a Permitted Reorganisation or designation as
an Unrestricted Subsidiary (as applicable) be) under no actual or contingent obligations as a Borrower under any Finance Documents;
and



 


		(iii)	where the Borrower is also a Guarantor (unless its resignation has been or will be accepted in
accordance with Clause 31.5 (Resignation of a Guarantor)), its obligations in its capacity as Guarantor continue to
be, subject to the Legal Reservations, legal, valid, binding and enforceable and in full force and effect (subject to the Legal
Reservations) and the amount guaranteed by it as a Guarantor is not decreased (and the Company has confirmed this is the case).



 


		(c)	Upon notification by the Agent to the Company of its acceptance of a Resignation Letter, that company
shall cease to be a Borrower and shall have no further rights or obligations under the Finance Documents as a Borrower



 


		(d)	The resignation of a Borrower which is subject of a Third Party Disposal, Permitted Reorganisation
or designation as an Unrestricted Subsidiary shall not take effect (and the Borrower will continue to have rights and obligations
under the Finance Documents) until the date on which the Third Party Disposal, Permitted Reorganisation or, as the case may be,
designation as an Unrestricted Subsidiary takes effect.



 


		(e)	The Agent (acting reasonably) may, at the cost and expense of the Company, require a legal opinion
from counsel to the Agent confirming the matters set out in paragraph (b)(iii) above and the Agent shall be under no
obligation to accept a Resignation Letter until it has obtained such opinion in form and substance satisfactory to it.



 






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		31.4	Additional Guarantors



 


		(a)	Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 25.10
(“Know your customer” checks), the Company may request that any of its Subsidiaries which is a member of the
Group become a Guarantor.



 


		(b)	A member of the Group shall become an Additional Guarantor if:



 


		(i)	the Company and the proposed Additional Guarantor deliver to the Agent a duly completed and executed
Accession Deed; and



 


		(ii)	if required the Agent has received all of the documents and other evidence listed in Part 2
of Schedule 2 (Conditions Precedent) in relation to that Additional Guarantor, each in form and substance satisfactory to
the Agent (acting reasonably).



 


		(c)	The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received
(in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 of Schedule 2 (Conditions
Precedent).



 


		(d)	Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary
before the Agent gives the notification described in paragraph ‎(c) above, the Lenders authorise (but do not require)
the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving
any such notification.



 


		31.5	Resignation of a Guarantor



 


		(a)	The Company may request that a Guarantor (other than the Company and (for so long as it directly
owns any shares in MUL) Red Football Junior Limited) ceases to be a Guarantor by delivering to the Agent a Resignation Letter if:



 


		(i)	that Guarantor is being disposed of by way of a Third Party Disposal or Permitted Reorganisation;



 


		(ii)	that Guarantor has become an Unrestricted Subsidiary in accordance with the terms of this Agreement;



 


		(iii)	the Guarantor is subject to a merger and/or consolidation not prohibited under Schedule 15 (Restrictive
Covenants); or



 


		(iv)	all the Lenders have consented to the resignation of that Guarantor.



 


		(b)	The Agent shall accept a Resignation Letter and notify the Company and the Lenders of its acceptance
if:



 


		(i)	the Company has confirmed that no Default is continuing or would result from the acceptance of
the Resignation Letter;



 


		(ii)	no payment is due from the Guarantor under Clause 23.1 (Guarantee and indemnity); and



 


		(iii)	where the Guarantor is also a Borrower, it is (or shall, following its disposal, reorganisation
or designation as an Unrestricted Subsidiary (as applicable) be) under no actual or contingent obligations as a Borrower and has
resigned and ceased to be a Borrower under Clause 31.3 (Resignation of a Borrower).



 






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		(c)	Subject to paragraph (d) below, upon notification by the Agent to the Company of its acceptance
of the Resignation Letter, that company shall cease to be a Guarantor and shall have no further rights or obligations under the
Finance Documents as a Guarantor.



 


		(d)	The resignation of a Guarantor which is the subject of a Third Party Disposal, Permitted Reorganisation
or designation as an Unrestricted Subsidiary shall not take effect (and the Guarantor will continue to have rights and obligations
under the Finance Documents) until the date on which the Third Party Disposal, Permitted Reorganisation or, as the case may be,
designation as an Unrestricted Subsidiary takes effect.



 


		31.6	Repetition of Representations



 


Delivery of an Accession Deed
constitutes confirmation by the relevant Restricted Subsidiary that the representations and warranties referred to in paragraph (c) of
Clause 24.28 (Times at which representations are made) are true and correct in relation to it as at the date of delivery
as if made by reference to the facts and circumstances then existing.


 


		31.7	Resignation and release of Security on disposal



 


		(a)	Without prejudice to the provisions of the Intercreditor Agreement, if a Borrower or Guarantor
is or is proposed to be the subject of a Third Party Disposal, a Permitted Reorganisation or there is a Disposal of Charged Property
(including pursuant to a Permitted Reorganisation) or that is otherwise permitted under the Intercreditor Agreement:



 


		(i)	where that Borrower or Guarantor created Transaction Security over any of its assets or business
in favour of the Security Trustee (including the assets or business of any of its Subsidiaries that is to cease to be a member
of the Group as a result of the disposal or Permitted Reorganisation) or Transaction Security in favour of the Security Trustee
was created over the shares (or equivalent) of that Borrower or Guarantor (or any of its Subsidiaries that is to cease to be a
member of the Group as a result of the disposal or Permitted Reorganisation), the Security Trustee shall, at the cost and request
of the Company, release those assets, business or shares (or equivalent) and issue certificates of non-crystallisation in accordance
with the Intercreditor Agreement;



 


		(ii)	the resignation of that Borrower or Guarantor and related release of Transaction Security referred
to in paragraph (a) above shall not become effective until the date of that disposal or Permitted Reorganisation (as
applicable); and



 


		(iii)	if the disposal or Permitted Reorganisation of that Borrower or Guarantor is not made, the Resignation
Letter of that Borrower or Guarantor and the related release of Transaction Security referred to in paragraph (a) above
shall have no effect and the obligations of the Borrower or Guarantor and the Transaction Security created or intended to be created
by or over that Borrower or Guarantor and its Subsidiaries shall continue in such force and effect as if that release had not been
effected.



 






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		(b)	Without prejudice to the foregoing, if requested by the Company in connection with any Structural
Change, increase in the Facility pursuant to Clause 2.2 (Increase) (or as otherwise permitted or contemplated by this Agreement),
repayment in full of the Facility or where otherwise provided for in this Agreement (including any Third Party Disposal or Permitted
Reorganisation), the Security Trustee and the other Finance Parties shall (at the cost of the Obligors and in the manner contemplated
by the Intercreditor Agreement) promptly execute any guarantee, security or other release and/or any amendment, supplement or other
documentation relating to the Transaction Security Documents required in order to complete or otherwise facilitate that step or
transaction (and the Security Trustee is authorised to execute, and will (subject to the Intercreditor Agreement) execute if required
by the Company, without need for any further authority from the Secured Parties, any such release or document on behalf of the
Secured Parties) provided that, in the case of any release of Transaction Security requested by the Company pursuant to this Clause
31.7 as part of a Structural Adjustment and/or an increase in the Facility pursuant to Clause 2.2 (Increase) (a “Permitted
Transaction”), that release shall be without prejudice to any obligation under this Agreement to provide, subject to
the Agreed Security Principals, replacement security (where applicable) and the Security Trustee shall not be required to execute
that release unless the Company has provided a certificate to the Security Trustee that it has determined in good faith (taking
into account any applicable legal limitations and other relevant considerations in relation to the Permitted Transaction) that
it is either not possible or not desirable to implement that Permitted Transaction on terms satisfactory to the Company by instead
granting additional Transaction Security and/or amending the terms of the existing Transaction Security.



 






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SECTION 10


 


THE FINANCE PARTIES


 


		32.	Role of the Agent and Others



 


		32.1	Appointment of the Agent



 


		(a)	Each of the Lenders appoints the Agent to act as its agent under and in connection with the Finance
Documents.



 


		(b)	Each of the Lenders authorises the Agent to perform the duties, obligations and responsibilities
and to exercise the rights, powers, authorities and discretions specifically given to the Agent under or in connection with the
Finance Documents together with any other incidental rights, powers, authorities and discretions.



 


		32.2	Duties of the Agent



 


		(a)	Subject to paragraph (b) below, the Agent shall promptly forward to a Party the original
or a copy of any document which is delivered to the Agent for that Party by any other Party.



 


		(b)	Without prejudice to Clause 29.7 (Copy of Transfer Certificate, Assignment Agreement or
Increase Confirmation to the Company), paragraph (a) above shall not apply to any Transfer Certificate, any Assignment
Agreement or any Increase Confirmation.



 


		(c)	Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review
or check the adequacy, accuracy or completeness of any document it forwards to another Party.



 


		(d)	If the Agent receives notice from a Party referring to this Agreement, describing a Default and
stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.



 


		(e)	If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee
payable to a Finance Party (other than the Agent or the Security Trustee) under this Agreement it shall promptly notify the other
Finance Parties.



 


		(f)	The Agent shall provide to the Company within five Business Days of a request by the Company (but
no more frequently than once per calendar month), a list (which may be in electronic form) setting out the names of the Lenders
as at the date of that request, their respective Commitments, the address and fax number (and the department or officer, if any,
for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered
under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable
the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication
under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment
to be distributed by the Agent to that Lender under the Finance Documents.



 


		(g)	Upon the Agent becoming an Impaired Agent, the Agent shall promptly provide to each Lender and
the Company a list (which may be in electronic form) setting out the names of the Lenders as at the date on which such list is
provided.



 






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		(h)	The Agent’s duties under the Finance Documents are solely mechanical and administrative in
nature.



 


		(i)	The Agent shall have only those duties, obligations and responsibilities expressly specified in
the Finance Documents to which it is expressed to be a party (and no others shall be implied).



 


		32.3	No fiduciary duties



 


		(a)	Nothing in any Finance Document constitutes the Agent as a trustee or fiduciary of any other person.



 


		(b)	Neither the Agent nor the Security Trustee shall be bound to account to any Lender for any sum
or the profit element of any sum received by it for its own account.



 


		32.4	Business with the Group



 


The Agent and the Security Trustee
may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group.


 


		32.5	Rights and discretions



 


		(a)	The Agent may:



 


		(i)	rely on any representation, communication, notice or document (including, without limitation, any
notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 30.2 (Disenfranchisement on
Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised;
and



 


		(ii)	rely on any statement made by a director, authorised signatory or employee of any person regarding
any matters which may reasonably be assumed to be within his knowledge or within his power to verify;



 


		(iii)	assume that:



 


		(A)	any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders
are duly given in accordance with the terms of the Finance Documents; and



 


		(B)	unless it has received notice of revocation, that those instructions have not been revoked; and



 


		(iv)	rely on certificate from any person:



 


		(A)	as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge
of that person; or



 


		(B)	to the effect that such person approves of any particular dealing, transaction, step, action or
thing,



 


as sufficient evidence that this
is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.


 






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		(b)	The Agent may assume (unless it has received notice to the contrary in its capacity as agent for
the Lenders) that:



 


		(i)	no Default has occurred (unless it has actual knowledge of a Default arising under Clause 28.1
(Non-payment));



 


		(ii)	any right, power, authority or discretion vested in any Party or any group of Lenders has not been
exercised;



 


		(iii)	any notice or request made by the Company is made on behalf of and with the consent and knowledge
of all the Obligors; and



 


		(iv)	no Notifiable Debt Purchase Transaction:



 


		(A)	has been entered into;



 


		(B)	has been terminated; or



 


		(C)	has ceased to be with an Investor Affiliate.



 


		(c)	The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, tax
advisers, surveyors or other professional advisers or experts.



 


		(d)	Unless a Finance Document expressly provides otherwise, the Agent may disclose to any other Party
any information it reasonably believes it has received as agent under this Agreement.



 


		(e)	Without prejudice to the generality of paragraph (d) above, the Agent may disclose the
identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request
of the Company or the Majority Lenders.



 


		(f)	Notwithstanding any other provision of any Finance Document to the contrary, the Agent is not obliged
to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach
of a fiduciary duty or duty of confidentiality.



 


		(g)	Without prejudice to the generality of paragraph (c) above or paragraph (h) below, the
Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate
from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable.



 


		(h)	The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors
or other professional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any
damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.



 


		(i)	Notwithstanding any provision of any Finance Document to the contrary, the Agent (acting in such
role) is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties,
obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the
repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.



 






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		32.6	Instructions



 


		(a)	Unless a contrary indication appears in a Finance Document, the Agent shall (i) exercise or
refrain from exercising any right, power, authority or discretion vested in it as Agent in accordance with any instructions given
to it by: (A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; (B) Super
Majority Lenders if the relevant Finance Document stipulates the matter is a Super Majority Lender decision; and (C) in all
other cases, the Majority Lenders and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any
action) in accordance with paragraph (i) above.



 


		(b)	The Agent shall be entitled to request instructions, or clarification of any instruction, from
the Majority Lenders (or if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of
Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising
any right, power, authority or discretion and the Agent may refrain from acting unless and until it receives any such instructions
or clarification that it has requested.



 


		(c)	Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders
under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given by the
Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all the Finance
Parties other than the Security Trustee.



 


		(d)	The Agent may refrain from acting in accordance with the instructions of any Lender or group of
Lenders until it has received such security as it may require for any cost, loss or liability (together with any associated VAT)
which it may incur in complying with the instructions.



 


		(e)	In the absence of instructions from the required Lender or group of Lenders, the Agent may act
(or refrain from taking action) as it considers to be in the best interest of the Lenders.



 


		(f)	The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s
consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (f) shall not apply
to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Transaction Security
Documents or enforcement of the Transaction Security or Transaction Security Documents.



 


		32.7	Responsibility for documentation



 


The Agent is not:


 


		(a)	responsible or liable for the adequacy, accuracy and/or completeness of any information (whether
oral or written) supplied by the Agent, an Obligor or any other person given in or in connection with any Finance Document or the
transactions contemplated in the Finance Documents or any other agreement, arrangement or document entered into, made or executed
in anticipation of, under or in connection with any Finance Document;



 


		(b)	responsible for the legality, validity, effectiveness, adequacy or enforceability of any Finance
Document or the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation
of or in connection with any Finance Document or the Transaction Security; or



 


		(c)	responsible for any determination as to whether any information provided or to be provided to any
Finance Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating
to insider dealing or otherwise.



 






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		32.8	No duty to monitor



 


The Agent shall not be bound
to enquire:


 


		(a)	whether or not any Default has occurred;



 


		(b)	as to the performance, default or any breach by any Party of its obligations under any Finance
Document; or



 


		(c)	whether any other event specified in any Finance Document has occurred.



 


		32.9	Exclusion of liability



 


		(a)	Without limiting paragraph (b) below (and without prejudice to any other provision of
any Finance Document excluding or limiting the liability of the Agent), the Agent, will not be liable (including, without limitation,
for negligence or any other category of liability whatsoever) for:



 


		(i)	any damages, costs or losses to any person, any diminution in value, or any liability whatsoever
arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security,
unless directly caused by its gross negligence or wilful misconduct;



 


		(ii)	exercising, or not exercising, any right, power, authority or discretion given to it by, or in
connection with, any Finance Document, the Transaction Security or any other agreement, arrangement or document entered into, made
or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security; or



 


		(iii)	without prejudice to the generality of paragraphs (i) and (ii) above, any damages, costs
or losses to any person, any diminution in value or any liability whatsoever arising as a result of:



 


		(A)	any act, event or circumstance not reasonably within its control; or



 


		(B)	the general risks of investment in, or the holding of assets in, any jurisdiction,



 


including (in each case and without
limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation
or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the
execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction
of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism,
insurrection or revolution; or strikes or industrial action.


 


		(b)	No Party (other than the Agent) may take any proceedings against any officer, employee or agent
of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer,
employee or agent in relation to any Finance Document or any Transaction Document and any officer, employee or agent of the Agent
may rely on this Clause 32.9 subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties
Act.



 






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		(c)	The Agent will not be liable for any delay (or any related consequences) in crediting an account
with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon
as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system
used by the Agent for that purpose.



 


		(d)	Nothing in this Agreement shall oblige the Agent to carry out:



 


		(i)	any “know your customer”, USA PATRIOT Act or other checks in relation to any
person; or



 


		(ii)	any check on the extent to which any transaction contemplated by this Agreement might be unlawful
for any Lender,



 


on behalf of any Lender and each
Lender confirms to the Agent that it is solely responsible for any such checks it is required to carry out and that it may not
rely on any statement in relation to such checks made by the Agent.


 


		(e)	Without prejudice to any provision of any Finance Document excluding or limiting the Agent’s
liability, any liability of the Agent arising under or in connection with any Finance Document or the Transaction Security shall
be limited to the amount of actual loss suffered (as determined by reference to the date of default of the Agent or, if later,
the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances
known to the Agent at any time which increase the amount of that loss. In no event shall the Agent be liable for any loss of profits,
goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages,
whether or not the Agent has been advised of the possibility of such loss or damages.



 


		32.10	Lenders’ indemnity to the Agent



 


Each Lender shall (in proportion
to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately
prior to their reduction to zero) indemnify the Agent, within three Business Days of demand, against any cost, loss or liability
(including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise
than by reason of the Agent’s gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant
to Clause 35.11 (Disruption to Payment Systems etc.) notwithstanding the Agent’s negligence, gross negligence
or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) in acting as Agent under
the Finance Documents (unless the Agent has been reimbursed by an Obligor pursuant to a Finance Document).


 


		32.11	Resignation of the Agent



 


		(a)	The Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom
as successor by giving notice to the Lenders and the Company.



 


		(b)	Alternatively the Agent may resign by giving at least 30 days’ notice to the Lenders and
the Company, in which case the Majority Lenders (after consultation with the Company) may appoint a successor Agent.



 


		(c)	If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above
within 30 days after notice of resignation was given, the retiring Agent (after consultation with the Company) may appoint
a successor Agent (acting through an office in the United Kingdom).



 






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		(d)	If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer
appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above,
the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent
to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 32 and any
other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for
the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this
Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties.



 


		(e)	The retiring Agent shall, at its own cost, make available to the successor Agent such documents
and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions
as Agent under the Finance Documents.



 


		(f)	The Agent’s resignation notice shall only take effect upon the appointment of a successor.



 


		(g)	Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation
in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the
benefit of this Clause 32 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall
be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves
as they would have had if such successor had been an original Party.



 


		(h)	The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable,
shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which
is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:



 


		(i)	the Agent fails to respond to a request under Clause 18.9 (FATCA Information) and the Company
or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA
Application Date;



 


		(ii)	the information supplied by the Agent pursuant to Clause 18.9 (FATCA Information) indicates
that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or



 


		(iii)	the Agent notifies the Company and the Lenders that the Agent will not be (or will have ceased
to be) a FATCA Exempt Party on or after that FATCA Application Date,



 


and (in each case) the Company
or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent
were a FATCA Exempt Party, and the Company or that Lender, by notice to the Agent, requires it to resign.


 


		32.12	Replacement of the Agent



 


		(a)	After consultation with the Company, the Majority Lenders may, by giving 30 days’ notice
to the Agent (or, at any time the Agent is an Impaired Agent, by giving any shorter notice determined by the Majority Lenders)
replace the Agent by appointing a successor Agent (acting through an office in the United Kingdom).



 






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		(b)	The retiring Agent shall (at its own cost if it is an Impaired Agent and otherwise at the expense
of the Lenders) make available to the successor Agent such documents and records and provide such assistance as the successor Agent
may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.



 


		(c)	The appointment of the successor Agent shall take effect on the date specified in the notice from
the Majority Lenders to the retiring Agent. As from this date, the retiring Agent shall be discharged from any further obligation
in respect of the Finance Documents (other than its obligations under paragraph (b) above) but shall remain entitled to the
benefit of this Clause 32 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall
be payable on) that date).



 


		(d)	Any successor Agent and each of the other Parties shall have the same rights and obligations amongst
themselves as they would have had if such successor had been an original Party.



 


		32.13	Confidentiality



 


		(a)	In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its agency
division which shall be treated as a separate entity from any other of its divisions or departments.



 


		(b)	If information is received by another division or department of the Agent, it may be treated as
confidential to that division or department and the Agent shall not be deemed to have notice of it.



 


		(c)	Notwithstanding any other provision of any Finance Document to the contrary, the Agent is not obliged
to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would
or might in its reasonable opinion constitute a breach of any law or a breach of a fiduciary duty.



 


		32.14	Relationship with the Lenders



 


		(a)	Subject to Clause 29.9 (Pro rata interest settlement), the Agent may treat the person
shown in its records as Lender at the opening of business (in the place of the Agent’s principal office as notified to the
Finance Parties from time to time) as the Lender acting through its Facility Office:



 


		(i)	entitled to or liable for any payment due under any Finance Document on that day; and



 


		(ii)	entitled to receive and act upon any notice, request, document or communication or make any decision
or determination under any Finance Document made or delivered on that day,



 


unless it has received not less
than five Business Days’ prior notice from that Lender to the contrary in accordance with the terms of this Agreement.


 


		(b)	Each Lender shall supply the Agent with any information that the Security Trustee may reasonably
specify (through the Agent) as being necessary or desirable to enable the Security Trustee to perform its functions as Security
Trustee. Each Lender shall deal with the Security Trustee exclusively through the Agent and shall not deal directly with the Security
Trustee.



 






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		(c)	Any Lender may by notice to the Agent appoint a person to receive on its behalf all notices, communications,
information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall contain the address,
fax number and (where communication by electronic mail or other electronic means is permitted under Clause 37.6 (Electronic
communication)) electronic mail address and/or any other information required to enable the sending and receipt of information
by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated
as a notification of a substitute address, fax number, electronic mail address, department and officer by that Lender for the purposes
of Clause 37.2 (Addresses) and paragraph (a)(iii) of Clause 37.6 (Electronic communication) and
the Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information
and documents as though that person were that Lender.



 


		32.15	Credit appraisal by the Lenders



 


Without affecting the responsibility
of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to
the Agent that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation
of all risks arising under or in connection with any Finance Document including but not limited to:


 


		(a)	the financial condition, status and nature of each member of the Group;



 


		(b)	the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and the
Transaction Security and any other agreement, arrangement or document entered into, made or executed in anticipation of, under
or in connection with any Finance Document or the Transaction Security;



 


		(c)	whether that Finance Party has recourse, and the nature and extent of that recourse, against any
Party or any of its respective assets under or in connection with any Finance Document, the Transaction Security or the transactions
contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation
of, under or in connection with any Finance Document or the Transaction Security;



 


		(d)	the adequacy, accuracy and/or completeness of any information provided by the Agent, any Party
or by any other person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents
or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with
any Finance Document; and



 


		(e)	the right or title of any person in or to, or the value or sufficiency of any part of the Charged
Property, the priority of any of the Transaction Security or the existence of any Security affecting the Charged Property.



 


		32.16	Base Reference Banks and Alternative Reference Banks



 


If a Base Reference Bank or Alternative
Reference Bank (or, if a Base Reference Bank or Alternative Reference Bank is not a Lender, the Lender of which it is an Affiliate)
ceases to be a Lender, the Agent shall (in consultation with the Company) appoint another Lender or an Affiliate of a Lender to
replace that Base Reference Bank or Alternative Reference Bank.


 






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		32.17	Agent’s management time



 


Any amount payable to the Agent
under Clause 20.3 (Indemnity to the Agent), Clause 22 (Costs and expenses) and Clause 32.10 (Lenders’ indemnity
to the Agent) shall include the cost of utilising the Agent’s management time or other resources and will be calculated
on the basis of such reasonable daily or hourly rates as the Agent may notify to the Company and the Lenders.


 


		32.18	Deduction from amounts payable by the Agent



 


If any Party owes an amount to
the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount
from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount
deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded
as having received any amount so deducted.


 


		32.19	Reliance and engagement letters



 


Each Finance Party confirms that
the Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted
by the Agent) any reports or letters provided by accountants in connection with the Finance Documents or the transactions contemplated
in the Finance Documents and to bind it in respect of those reports or letters and to sign such letters on its behalf and further
confirms that it accepts the terms and qualifications set out in such letters.


 


		32.20	Register



 


		(a)	The Agent, on behalf of the Borrower, shall maintain a register (the “Register”)
for the registration and transfer of the Loans, and shall enter the names and addresses of the registered holders of the Loans,
the transfers, of the Loan and the names and addresses of the transferees (including all assignees, successors and participants)
of the Loans.



 


		(b)	The Borrower shall be provided reasonable opportunities to inspect the Register from time to time.



 


		(c)	The Borrower shall treat any registered holder as the absolute owner of any Loans held by such
holder, as indicated in the Register (absent manifest error), for the purpose of receiving payment of all amounts payable with
respect to such Loans and for all other purposes.



 


		(d)	The Loans are registered obligations and the right, title and interest of any Lender and its assignees
in and to such Loans, shall be transferable only upon notation of such transfer in the Register.



 


		(e)	Solely for the purposes of this Clause 32.20 the Agent shall be the Borrowers’ agent for
purposes of maintaining the Register.



 


		(f)	This Clause 32.20 shall be construed so that the Loans are at all times maintained in “registered
form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related regulations (and
any other relevant or successor provisions of the Code or such regulations).



 






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		32.21	Sub-participant Register



 


Each Lender that sells a sub-participation
in a Loan or other obligation of the Borrower under a Finance Document shall, acting solely for this purpose as a non-fiduciary
agent of the Borrower, maintain a register on which it enters the name and address of each sub-participant and the principal amounts
(and stated interest) of each sub-participant’s interest in such Loans or other obligations (for the purposes of this provision,
the “Participant Register”); provided that no such Lender shall have any obligation to disclose all or any portion
of the Participant Register (including the identity of any sub-participant or any information relating to a participant’s
interest in any Commitments, Loans or other obligations under any Finance Document) to any person except to the extent that such
disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form within the meaning of
Section 5f.103-1(c) and Proposed Section 1.163-5(b) of the US Treasury Regulations (or, in each case, any amended
or successor version). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall
treat each person whose name is recorded in the Participant Register as the owner of such sub-participation for all purposes of
this Agreement notwithstanding any notice to the contrary.


 


		32.22	Role of Base Reference Banks and Alternative Reference Banks



 


		(a)	No Base Reference Bank or Alternative Reference Bank is under any obligation to provide a quotation
or any other information to the Agent.



 


		(b)	No Base Reference Bank or Alternative Reference Bank will be liable for any action taken by it
under or in connection with any Finance Document, or for any Reference Bank Quotation, unless directly caused by its gross negligence
or wilful misconduct.



 


		(c)	No Party (other than the relevant Base Reference Bank or Alternative Reference Bank) may take any
proceedings against any officer, employee or agent of any Base Reference Bank or Alternative Reference Bank in respect of any claim
it might have against that Base Reference Bank or Alternative Reference Bank or in respect of any act or omission of any kind by
that officer, employee or agent in relation to any Finance Document, or to any Reference Bank Quotation, and any officer, employee
or agent of each Base Reference Bank or Alternative Reference Bank may rely on this Clause 32.22 subject to Clause 1.4 (Third
party rights) and the provisions of the Third Parties Act.



 


		32.23	Third party Base Reference Banks and Alternative Reference Banks



 


A
Base Reference Bank or Alternative Reference Bank which is not a Party may rely on Clause 32.22 (Role of Base Reference Banks
and Alternative Reference Banks) and Clause 43 (Confidentiality of Funding Rates and Reference Bank Quotations) subject
to Clause ‎‎1.5 (Third party rights) and the provisions of the Third Parties Act.


 


		33.	Conduct of Business by the Finance Parties



 


No provision of this Agreement
will:


 


		(a)	interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever
manner it thinks fit;



 


		(b)	oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available
to it or the extent, order and manner of any claim; or



 


		(c)	oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise)
or any computations in respect of Tax.



 






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		34.	Sharing among the Finance Parties



 


		34.1	Payments to Finance Parties



 


If a Finance Party (a “Recovering
Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 35 (Payment
mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then:


 


		(a)	the Recovering Finance Party shall, within three Business Days, notify details of the receipt or
recovery to the Agent;



 


		(b)	the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering
Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance
with Clause 35 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation
to the receipt, recovery or distribution; and



 


		(c)	the Recovering Finance Party shall, within three Business Days of demand by the Agent, pay to the
Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines
may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 35.6 (Partial
payments).



 


		34.2	Redistribution of payments



 


The Agent shall treat the Sharing
Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than the Recovering
Finance Party) (the “Sharing Finance Parties”) in accordance with Clause 35.6 (Partial payments)
towards the obligations of that Obligor to the Sharing Finance Parties.


 


		34.3	Recovering Finance Party’s rights



 


On a distribution by the Agent
under Clause 34.2 (Redistribution of payments), of a payment received by a Recovering Finance Party from an Obligor,
as between the relevant Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment
will be treated as not having been paid by that Obligor.


 


		34.4	Reversal of redistribution



 


If any part of the Sharing Payment
received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:


 


		(a)	each Sharing Finance Party shall, upon request of the Agent, pay to the Agent for the account of
that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount
as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that
Recovering Finance Party is required to pay) (the “Redistributed Amount”); and



 


		(b)	as between the relevant Obligor and each relevant Sharing Finance Party, an amount equal to the
relevant Redistributed Amount will be treated as not having been paid by that Obligor.



 






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	34.5	Exceptions







 


		(a)	This Clause 34 shall not apply to the extent that the Recovering Finance Party would not,
after making any payment pursuant to this Clause, have a valid and enforceable claim against the relevant Obligor.



 


		(b)	A Recovering Finance Party is not obliged to share with any other Finance Party any amount which
the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:



 


		(i)	it notified the other Finance Party of the legal or arbitration proceedings; and



 


		(ii)	the other Finance Party had an opportunity to participate in those legal or arbitration proceedings
but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.



 






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SECTION 11


 





ADMINISTRATION


 


	35.	Payment Mechanics



 


		35.1	Payments to the Agent



 


		(a)	On each date on which an Obligor or a Lender is required to make a payment under a Finance Document,
that Obligor or Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document)
for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of
transactions in the relevant currency in the place of payment.



 


		(b)	Payment shall be made to such account in London with such bank as the Agent specifies.



 


		35.2	Distributions by the Agent



 


Each payment received by the
Agent under the Finance Documents for another Party shall, subject to Clause 35.3 (Distributions to an Obligor) and
Clause 35.4 (Clawback) be made available by the Agent as soon as practicable after receipt to the Party entitled to
receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account
as that Party may notify to the Agent by not less than five Business Days’ notice with a bank specified by that Party in
London.


 


		35.3	Distributions to an Obligor



 


The Agent may (with the consent
of the Obligor or in accordance with Clause 36 (Set-Off)) apply any amount received by it for that Obligor in or towards
payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents
or in or towards purchase of any amount of any currency to be so applied.


 


		35.4	Clawback



 


		(a)	Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent
is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been
able to establish to its satisfaction that it has actually received that sum.



 


		(b)	If the Agent pays an amount to another Party and it proves to be the case that the Agent had not
actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by
the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date
of receipt by the Agent, calculated by the Agent to reflect its cost of funds.



 


		35.5	Impaired Agent



 


		(a)	If, at any time, the Agent becomes an Impaired Agent, an Obligor or a Lender which is required
to make a payment under the Finance Documents to the Agent in accordance with Clause 35.1 (Payments to the Agent) may
instead either pay that amount direct to the required recipient or pay that amount to an interest-bearing account held with an
Acceptable Bank within the meaning of paragraph (a) of the definition of “Acceptable Bank” and in relation
to which no Insolvency Event has occurred and is continuing, in the name of the Obligor or the Lender making the payment and designated
as a trust account for the benefit of the Party or Parties beneficially entitled to that payment under the Finance Documents. In
each case such payments must be made on the due date for payment under the Finance Documents.



 






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		(b)	All interest accrued on the amount standing to the credit of the trust account shall be for the
benefit of the beneficiaries of that trust account pro rata to their respective entitlements.



 


		(c)	A Party which has made a payment in accordance with this Clause 35.5 shall be discharged of
the relevant payment obligation under the Finance Documents and shall not take any credit risk with respect to the amounts standing
to the credit of the trust account.



 


		(d)	Promptly upon the appointment of a successor Agent in accordance with Clause 32.12 (Replacement
of the Agent), each Party which has made a payment to a trust account in accordance with this Clause 35.5 shall give all
requisite instructions to the bank with whom the trust account is held to transfer the amount (together with any accrued interest)
to the successor Agent for distribution in accordance with Clause 35.2 (Distributions by the Agent).



 


		35.6	Partial payments



 


		(a)	If the Agent receives a payment for application against amounts due in respect of any Finance Documents
that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Agent shall
apply that payment towards the obligations of that Obligor under those Finance Documents in the following order:



 


		(i)	first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent
and the Security Trustee under those Finance Documents;



 


		(ii)	secondly, in or towards payment pro rata of any accrued interest, fee or commission due
but unpaid under those Finance Documents;



 


		(iii)	thirdly, in or towards payment pro rata of any principal due but unpaid under those Finance
Documents; and



 


		(iv)	fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance
Documents.



 


		(b)	The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to
(iv) above.



 


		(c)	Paragraphs (a) and (b) above will override any appropriation made by an Obligor.



 


		35.7	Set-off by Obligors



 


All payments to be made by an
Obligor under the Finance Documents shall be calculated and be made, save to the extent contemplated in Clause 10.1 (Repayment
of Loans) and Clause 18.4 (Tax Credit), without (and free and clear of any deduction for) set-off or counterclaim.


 


		35.8	Business Days



 


		(a)	Any payment under the Finance Documents which is due to be made on a day that is not a Business
Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there
is not).



 






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		(b)	During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement
interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.



 





		35.9	Currency of account



 


		(a)	Subject to paragraphs (b) to (e) below, the Base Currency is the currency of account
and payment for any sum due from an Obligor under any Finance Document.



 


		(b)	A repayment of a Utilisation or Unpaid Sum or a part of a Utilisation or Unpaid Sum shall be made
in the currency in which that Utilisation or Unpaid Sum is denominated on its due date.



 


		(c)	Each payment of interest shall be made in the currency in which the sum in respect of which the
interest is payable was denominated when that interest accrued.



 


		(d)	Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the
costs, expenses or Taxes are incurred.



 


		(e)	Any amount expressed to be payable in a currency other than the Base Currency shall be paid in
that other currency.



 


		35.10	Change of currency



 


		(a)	Unless otherwise prohibited by law, if more than one currency or currency unit are at the same
time recognised by the central bank of any country as the lawful currency of that country, then:



 


		(i)	any reference in the Finance Documents to, and any obligations arising under the Finance Documents
in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated
by the Agent (after consultation with the Company); and



 


		(ii)	any translation from one currency or currency unit to another shall be at the official rate of
exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down
by the Agent (acting reasonably).



 


		(b)	If a change in any currency of a country occurs, this Agreement will, to the extent the Agent (acting
reasonably and after consultation with the Company) specifies to be necessary, be amended to comply with any generally accepted
conventions and market practice in the London interbank market and otherwise to reflect the change in currency.



 


		35.11	Disruption to Payment Systems etc.



 


If either the Agent determines
(in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company that a Disruption Event has occurred:


 


		(a)	the Agent may, and shall if requested to do so by the Company, consult with the Company with a
view to agreeing with the Company such changes to the operation or administration of the Facility as the Agent may deem necessary
in the circumstances;



 


		(b)	the Agent shall not be obliged to consult with the Company in relation to any changes mentioned
in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have
no obligation to agree to such changes;



 






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		(c)	the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but
shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;



  


		(d)	any such changes agreed upon by the Agent and the Company shall (whether or not it is finally determined
that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms
of the Finance Documents notwithstanding the provisions of Clause 41 (Amendments and Waivers);



 


		(e)	the Agent shall not be liable for any damages, costs or losses to any person, any diminution in
value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability
whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take,
any actions pursuant to or in connection with this Clause 35.11; and



 


		(f)	the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.



 


		36.	Set-Off



 


Whilst an Event of Default is
continuing, a Finance Party may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially
owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place
of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party
may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.


 


		37.	Notices



 


		37.1	Communications in writing



 


Any communication to be made
under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by electronic
mail, fax or letter.


 


		37.2	Addresses



 


The address, email address and
fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication
or document to be made or delivered under or in connection with the Finance Documents is:


 


		(a)	in the case of the Company or the Company, that identified with its name below;



 


		(b)	in the case of each Lender or any other Obligor, that notified in writing to the Agent on or prior
to the date on which it becomes a Party; and



 


		(c)	in the case of the Agent or the Security Trustee, that identified with its name below,



 


or any substitute address, email
address, fax number or department or officer as the Party may notify to the Agent (or the Agent may notify to the other Parties,
if a change is made by the Agent) by not less than five Business Days’ notice.


 


		37.3	Delivery



 


		(a)	Any communication or document made or delivered by one person to another under or in connection
with the Finance Documents will only be effective:



 






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		(i)	if by way of fax, when received in legible form; or



 


		(ii)	if by way of letter, when it has been left at the relevant address or five Business Days after
being deposited in the post postage prepaid in an envelope addressed to it at that address,



  


and, if a particular department
or officer is specified as part of its address details provided under Clause 37.2 (Addresses), if addressed to that
department or officer.


 


		(b)	Any communication or document to be made or delivered to the Agent or the Security Trustee will
be effective only when actually received by the Agent or Security Trustee and then only if it is expressly marked for the attention
of the department or officer identified with the Agent’s or Security Trustee’s signature below (or any substitute department
or officer as the Agent or Security Trustee shall specify for this purpose).



 


		(c)	The Company may make and/or deliver, as agent of each Obligor, notices and/or requests on behalf
of each Obligor.



 


		(d)	Unless the Agent is an Impaired Agent, all notices from or to an Obligor and/or the Company shall
be sent through the Agent.



 


		(e)	Any communication or document made or delivered to the Company in accordance with this Clause 37.3
will be deemed to have been made or delivered to each of the Obligors.



 


		(f)	Any communication or document which becomes effective, in accordance with paragraphs (a) to
(d) above, after 6.00 p.m. in the place of receipt shall be deemed only to become effective on the following day (unless
sent by electronic mail).



 


		37.4	Notification of address and fax number



 


Promptly upon receipt of notification
of an address, email address or fax number or change of address, email address or fax number pursuant to Clause 37.2 (Addresses)
or changing its own address, email address or fax number, the Agent shall notify the other Parties.


 


		37.5	Communication when Agent is Impaired Agent



 


If the Agent is an Impaired Agent
the Parties may, instead of communicating with each other through the Agent, communicate with each other directly and (while the
Agent is an Impaired Agent) all the provisions of the Finance Documents which require communications to be made or notices to be
given to or by the Agent shall be varied so that communications may be made and notices given to or by the relevant Parties directly.
This provision shall not operate after a replacement Agent has been appointed.


 


		37.6	Electronic communication



 


		(a)	Any communication to be made between the Agent or the Security Trustee and a Lender or Obligor
under or in connection with the Finance Documents may be made by electronic mail or other electronic means, if the Agent, the Security
Trustee and the relevant Lender or Obligor:



 


		(i)	agree that, unless and until notified to the contrary, this is to be an accepted form of communication;



 


		(ii)	notify each other in writing of their electronic mail address and/or any other information required
to enable the sending and receipt of information by that means; and



 






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		(iii)	notify each other of any change to their address or any other such information supplied by them.



  


		(b)	Any electronic communication made between the Agent and a Lender or the Security Trustee or an
Obligor will be effective only when actually received in readable form and in the case of any electronic communication made by
a Lender or an Obligor to the Agent or the Security Trustee and/or any member of the Group only if it is addressed in such a manner
as the Agent or Security Trustee shall specify for this purpose.



 


		37.7	Use of websites



 


		(a)	The Company may satisfy its obligation under this Agreement to deliver any information in relation
to those Lenders (the “Website Lenders”) who accept this method of communication by posting this information
onto an electronic website designated by the Company and the Agent (the “Designated Website”) if:



 


		(i)	the Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication
of the information by this method;



 


		(ii)	both the Company and the Agent are aware of the address of and any relevant password specifications
for the Designated Website; and



 


		(iii)	the information is in a format previously agreed between the Company and the Agent.



 


If any Lender (a “Paper
Form Lender”) does not agree to the delivery of information electronically then the Agent shall notify the Company
accordingly and the Company shall, at its own cost, supply the information to the Agent (in sufficient copies for each Paper Form Lender)
in paper form. In any event the Company shall, if requested by the Agent, at its own cost, supply the Agent with at least one copy
in paper form of any information required to be provided by it.


 


		(b)	The Agent shall supply each Website Lender with the address of and any relevant password specifications
for the Designated Website following designation of that website by the Company and the Agent.



 


		(c)	The Company shall promptly upon becoming aware of its occurrence notify the Agent if:



 


		(i)	the Designated Website cannot be accessed due to technical failure;



 


		(ii)	the password specifications for the Designated Website change;



 


		(iii)	any new information which is required to be provided under this Agreement is posted onto the Designated
Website;



 


		(iv)	any existing information which has been provided under this Agreement and posted onto the Designated
Website is amended; or



 


		(v)	the Company becomes aware that the Designated Website or any information posted onto the Designated
Website is or has been infected by any electronic virus or similar software.



 


If the Company notifies the Agent
under paragraph (c)(i) or paragraph (c)(v) above, all information to be provided by the Company under this
Agreement after the date of that notice shall be supplied in paper form unless and until the Agent and each Website Lender is satisfied
that the circumstances giving rise to the notification are no longer continuing.


 






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		(d)	Any Website Lender may request, through the Agent, one paper copy of any information required to
be provided under this Agreement which is posted onto the Designated Website. The Company shall at its own cost comply with any
such request within ten Business Days.



 


		37.8	English language



 


		(a)	Any notice given under or in connection with any Finance Document must be in English.



 


		(b)	All other documents provided under or in connection with any Finance Document must be:



 


		(i)	in English; or



 


		(ii)	if not in English, and if so required by the Agent (acting reasonably), accompanied by a certified
English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory
or other official document.



 


		38.	Calculations and Certificates



 


		38.1	Accounts



 


In any litigation or arbitration
proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party
are prima facie evidence of the matters to which they relate.


 


		38.2	Certificates and determinations



 


Any certification or determination
by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of
the matters to which it relates.


 


		38.3	Day count convention



 


Any interest, commission or fee
accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed
and a year of 365 days.


 


		38.4	Personal Liability



 


If an individual signs a certificate
on behalf of any member of the Group and the certificates proves to be incorrect, the individual will incur no personal liability
as a result, unless the individual acted fraudulently or with gross negligence in giving the certificate. In this case any liability
of the individual will be determined in accordance with applicable law.


 


		39.	Partial Invalidity



 


If, at any time, any provision
of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither
the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision
under the law of any other jurisdiction will in any way be affected or impaired.


 






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		40.	Remedies and Waivers



  


No failure to exercise, nor any
delay in exercising, on the part of any Finance Party, any right or remedy under a Finance Document shall operate as a waiver of
any such right or remedy or constitute an election to affirm any Finance Document. No single or partial exercise of any right or
remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided
in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.


 


		41.	Amendments and Waivers



 


		41.1	Intercreditor Agreement



 


This Clause 41 is subject
to the terms of the Intercreditor Agreement.


 


		41.2	Required consents



 


		(a)	Subject to Clause 41.3 (Exceptions) any term of the Finance Documents may be amended
or waived only with the consent of the Majority Lenders and the Company and any such amendment or waiver will be binding on all
Parties.



 


		(b)	The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this
Clause 41.



 


		(c)	Each Obligor agrees to any such amendment or waiver permitted by this Clause 41 which is agreed
to by the Company. This includes any amendment or waiver which would, but for this paragraph (c), require the consent of all
of the Guarantors.



 


		41.3	Exceptions



 


		(a)	An amendment or waiver that has the effect of changing or which relates to:



 


		(i)	the definitions of “Majority Lenders”, and “Super Majority Lenders” in
Clause 1.1 (Definitions);



 


		(ii)	the definition of “Structural Adjustment”



 


		(iii)	a change to the Borrowers or Guarantors other than in accordance with Clause 31 (Changes
to the Obligors);



 


		(iv)	any provision which expressly requires the consent of all the Lenders;



 


		(v)	Clause 2.3 (Finance Parties’ rights and obligations), Clause 29 (Changes
to the Lenders), Clause 34 (Sharing among the Finance Parties), Clause 45 (Governing law) or this Clause 41;



 


		(vi)	subject to the terms of the Intercreditor Agreement, any amendment to the order of priority or
subordination under the Intercreditor Agreement or the manner in which proceeds of enforcement of the Transaction Security are
distributed, in each case, to the extent such amendment is expected to be adverse to the priority of a Commitment;



 


shall not be made without the prior
consent of all the Lenders, except in any such case amendments or waivers consequential on, incidental to or required to implement
or reflect a Structural Change (where no Lender consent shall be required).


 






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		(b)	An amendment or waiver which relates to the rights or obligations of the Agent, the Security Trustee,
Base Reference Bank or Alternative Reference Bank (each in their capacity as such) may not be effected without the consent of the
Agent, the Security Trustee, Base Reference Bank (to the extent there is any) or, as the case may be, Alternative Reference Bank
(to the extent there is any).



  


		(c)	Any amendment or waiver that has the effect of changing or that relates to:



 


		(i)	subject to the terms of the Intercreditor Agreement, the nature or scope of the Charged Property
(except insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale
or disposal is permitted or not prohibited under this Agreement or any other Finance Document);



 


		(ii)	the nature or scope of or release of any guarantee and indemnity granted under Clause 23 (Guarantee
and Indemnity) or, subject to the terms of the Intercreditor Agreement, of any Transaction Security unless permitted or not
prohibited under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject
of the Transaction Security where such sale or disposal is permitted or not prohibited under this Agreement or any other Finance
Document or pursuant to the resignation of an Obligor in accordance with Clause 31.3 (Resignation of a Borrower) or Clause
31.5 (Resignation of a Guarantor); or



 


		(iii)	any provision which expressly requires the consent of the Super Majority Lenders (save for this
Clause 41),



 


may only be made with the consent
of the Super Majority Lenders , except in any such case amendments or waivers consequential on, incidental to or required to implement
or reflect a Structural Change (where no Lender consent shall be required).


 


		(d)	Any amendment or waiver that has the effect of changing or which relates to the definition of “Change
of Control” in Clause 1.1 (Definitions) may only be made with the consent of a Lender or Lenders whose Commitments
aggregate 80 per cent. or more of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregate 80 per
cent. or more of the Total Commitments immediately prior to that reduction).



 


		(e)	If a Lender does not accept or reject a request for consent within 10 Business Days (unless the
Company and the Agent agree to a longer time period in relation to any request) of that request being made, its Commitment shall
not be included for the purpose of calculating the Total Commitments or participations under the Facility when ascertaining whether
the requisite level of Total Commitments has been obtained to approve that request.



 


		(f)	A Structural Adjustment may be approved with the consent of:



 


		(i)	each Lender that is to assume an additional or increased commitment in the relevant tranche or
facility or that is to extend a commitment or its availability or maturity or redenominate a commitment or to whom any amount is
owing which is to be reduced, deferred or redenominated or that is to receive a reduced Margin, fee or commission or that is to
lend to a replacement Borrower (as the case may be) (the “Participating Lender”); and



 






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		(ii)	(A) the Super Majority Lenders (for which purpose the existing Commitments of each Participating
Lender will be taken into account) in the case of a Structural Adjustment resulting in an increase of Financial Indebtedness in
the form of Credit Facility Lender Liabilities (as defined in the Intercreditor Agreement) and (B) the Majority Lenders (for
which purpose the existing Commitments of each Participating Lender will be taken into account) in all other cases.



   


		(g)	For the purposes of this Agreement, “Structural Adjustment” means an amendment,
waiver or variation that results in or is intended to result from or has the effect of changing or which relates to:



 


		(i)	the introduction of an additional loan, commitment or facility or any tranche of the Facility,
in each case, in any currency or currencies (including by way of subdivision of an existing tranche or the Facility) under this
Agreement which ranks pari passu with, or junior to, the Facility other than in accordance with Clause 2.2 (Increase);



 


		(ii)	any increase in, or addition to or extension of any Commitment or Total Commitment of any Lender
other than in accordance with Clause 2.2 (Increase);



 


		(iii)	any redenomination into another currency of any Commitment of any Lender;



 


		(iv)	any extension to the date of payment of any amount owing or payable to a Lender;



 


		(v)	any amendment or change in the currency of any payment of principal, interest, fees, commission
or other amount owing or payable to a Lender; or



 


		(vi)	any change (including changes to, the taking of, or the release coupled with the retaking of, Security
and/or guarantees and changes to and/or additional intercreditor arrangements), consequential on, incidental to or required to
implement or effect or reflect any of the adjustments referred to in paragraphs (i) to (v) above (inclusive).



 


		(vii)	Subject to paragraph (b) of Clause 41.3 (Exceptions), if a Screen Rate Replacement
Event has occurred in relation to any Screen Rate for a currency which can be selected for a Loan, any amendment or waiver which
relates to:



 


		(A)	providing for the use of a Replacement Benchmark in relation to that currency in place of that
Screen Rate; and



 


		(B)	



 


		(I)	aligning any provision of any Finance Document to the use of that Replacement Benchmark;



 


		(II)	enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement
(including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes
of this Agreement);



 


		(III)	implementing market conventions applicable to that Replacement Benchmark;



 






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		(IV)	providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark;
or



  


		(V)	adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer
of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment
or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body,
the adjustment shall be determined on the basis of that designation, nomination or recommendation),



 


may be made with the consent
of the Agent (acting on the instructions of the Majority Lenders) and the Company.


 


		(viii)	If, as at 1 November 2021 (or such later date as may be agreed by the Company and the Agent
(acting reasonably) to start negotiations), this Agreement provides that the rate of interest for a Loan in sterling is to be determined
by reference to the Screen Rate for LIBOR:



 


		(A)	a Screen Rate Replacement Event shall be deemed to have occurred on that date in relation to the
Screen Rate for sterling; and



 


		(B)	the Agent (acting on the instructions of the Majority Lenders) and the Company shall enter into
negotiations in good faith with a view to agreeing the use of a Replacement Benchmark in relation to sterling in place of that
Screen Rate from and including a date no later than 30 December 2021, or, if earlier, the first Interest Period after the
agreement of the Replacement Benchmark,



 


provided that, no Obligor or
member of the Group shall be required to pay any fee to a Finance Party in relation to this paragraph (viii).


 


		41.4	Replacement or repayment of Lender



 


		(a)	If at any time:



 


		(i)	any Lender becomes a Non-Consenting Lender (as defined in paragraph (c) below);



 


		(ii)	an Obligor becomes obliged to repay any amount in accordance with Clause 11.1 (Illegality)
or to pay additional amounts pursuant to Clause 19.1 (Increased costs) or Clause 18.2 (Tax gross-up) or
Clause 18.3 (Tax Indemnity) to any Lender in excess of amounts payable to the other Lenders generally; or



 


		(iii)	any Lender that invokes Clause 16.3 (Market disruption),



 


then the Company may, on 5 Business
Days’ prior written notice to the Agent and such Lender, prepay or replace such Lender by requiring such Lender to (and such
Lender shall) transfer pursuant to Clause 29 (Changes to the Lenders) all (and not part only) of its rights and obligations
under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”)
selected by the Company and which confirms its willingness to assume and does assume all the obligations of the transferring Lender
(including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a
purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender’s
participation in the outstanding Utilisations and all accrued interest, Break Costs and other amounts payable in relation thereto
under the Finance Documents.


 






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		(b)	The replacement or prepayment of a Lender pursuant to this Clause shall be subject to the
following conditions:



 


		(i)	the Company shall have no right to replace the Agent or Security Trustee;



 


		(ii)	neither the Agent nor the Lender shall have any obligation to the Company to find a Replacement
Lender;



 


		(iii)	in the event of a replacement or prepayment of a Non-Consenting Lender such replacement must take
place no later than 60 Business Days after the date the Non-Consenting Lender notifies the Company and the Agent of its failure
or refusal to give a consent in relation to, or agree to any waiver or amendment to the Finance Documents requested by the Company;



 


		(iv)	a member of the Group may only prepay a Non-Consenting Lender using the proceeds of (A) Additional
Shareholder Funding or Subordinated Shareholder Funding or (B) any amounts available for a Restricted Payment (as defined
in Schedule 15 (Restrictive Covenants)) pursuant to Clause 2.2 (Restricted Payments) of Schedule 15 (Restrictive
Covenants); and



 


		(v)	in no event shall the Lender replaced under this paragraph (b) be required to pay or
surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents.



 


		(c)	In the event that:



 


		(i)	the Company or the Agent (at the request of the Company) has requested the Lenders to give a consent
in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents;



 


		(ii)	the consent, waiver or amendment in question requires the approval of all the Lenders or Super
Majority Lenders; and



 


		(iii)	the Majority Lenders have consented or agreed to such waiver or amendment,



 


then any Lender who does not and
continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender” on the
earlier of (1) the date on which such Lender notifies the Agent or any member of the Group that it does not consent or agree
to such amendment or waiver and (2) the date falling 10 Business Days after the date on which such consent, waiver or amendment
was requested.


 


		41.5	Disenfranchisement of Defaulting Lenders



 


		(a)	For so long as a Defaulting Lender has any Available Commitment, in ascertaining the Majority Lenders
or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments has been obtained to
approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s
Commitments will be reduced by the amount of its Available Commitments in relation to each Facility.



 






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		(b)	For the purposes of this Clause 41.5, the Agent may assume that the following Lenders are
Defaulting Lenders:



 


		(i)	any Lender which has notified the Agent that it has become a Defaulting Lender;



  


		(ii)	any Lender in relation to which it is aware that any of the events or circumstances referred to
in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” has occurred,



 


unless it has received notice to
the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is
otherwise aware that the Lender has ceased to be a Defaulting Lender.


 


		41.6	Replacement of a Defaulting Lender



 


		(a)	The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving
5 Business Days’ prior written notice to the Agent and such Lender:



 


		(i)	replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 29
(Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;



 


		(ii)	require such Lender to (and such Lender shall) transfer pursuant to Clause 29 (Changes
to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or



 


		(iii)	require such Lender to (and such Lender shall) transfer pursuant to Clause 29 (Changes
to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility,



 


to a Lender or other bank, financial
institution, trust, fund or other entity (a “Replacement Lender”) selected by the Company, which confirms its
willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including
the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis
as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount
of such Lender’s participation in the outstanding Utilisations and all accrued interest, Break Costs and other amounts payable
in relation thereto under the Finance Documents (or such lesser amount as the transferor and transferee may agree).


 


		(b)	Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause shall
be subject to the following conditions:



 


		(i)	the Company shall have no right to replace the Agent or Security Trustee;



 


		(ii)	neither the Agent nor the Defaulting Lender shall have any obligation to the Company to find a
Replacement Lender;



 


		(iii)	the transfer must take place no later than 20 Business Days after the notice referred to in paragraph (a) above;
and



 






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		(iv)	in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender
any of the fees received by the Defaulting Lender pursuant to the Finance Documents.



 


		42.	Confidentiality



  


		42.1	Confidential Information



 


Each Finance Party agrees to
keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 42.2
(Disclosure of Confidential Information) and Clause 42.3 (Disclosure to numbering service providers), and to
ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential
information.


 


		42.2	Disclosure of Confidential Information



 


Any Finance Party may disclose:


 


		(a)	to any of its Affiliates and any of its or their officers, directors, employees, professional advisers,
auditors, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person
to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential
nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such
requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information
or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;



 


		(b)	to any person:



 


		(i)	to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any
of its rights and/or obligations under one or more Finance Documents and to any of that person’s Affiliates, Representatives
and professional advisers;



 


		(ii)	with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly,
any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference
to, one or more Finance Documents and/or one or more Obligors and to any of that person’s Affiliates, Representatives and
professional advisers;



 


		(iii)	appointed by any Finance Party or by a person to whom paragraph (b)(i) or (ii) above
applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf
(including, without limitation, any person appointed under paragraph (c) of Clause 32.14 (Relationship with the
Lenders));



 


		(iv)	who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly
or indirectly, any transaction referred to in paragraph (b)(i) or (b)(ii) above;



 


		(v)	to whom information is required or requested to be disclosed by any court of competent jurisdiction
or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange
or pursuant to any applicable law or regulation;



 






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		(vi)	to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security
(or may do so) pursuant to Clause 29.8 (Security over Lenders’ rights);



 


		(vii)	to whom information is required to be disclosed in connection with, and for the purposes of, any
litigation, arbitration, administrative or other investigations, proceedings or disputes;



  


		(viii)	who is a Party; or



 


		(ix)	with the consent of the Company;



 


in each case, such Confidential
Information as that Finance Party (acting in good faith) shall consider appropriate if:


 


		(A)	in relation to paragraphs (b)(i), (b)(ii) and (b)(iii) above, the person to whom the
Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement
for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain
the confidentiality of the Confidential Information;



 


		(B)	in relation to paragraph (b)(iv) above, the person to whom the Confidential Information
is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation
to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive
information;



 


		(C)	in relation to paragraphs (b)(v), (b)(vi) and (b)(vii) above, the person to whom the
Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information
may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party
(acting reasonably), it is not practicable so to do in the circumstances;



 


		(c)	to any person appointed by that Finance Party or by a person to whom paragraph (b)(i) or
(b)(ii)above applies to provide administration or settlement services in respect of one or more of the Finance Documents including
without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information
as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if
the service provider to whom the Confidential Information is to be given has entered into a confidentiality agreement substantially
in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other
form of confidentiality undertaking agreed between the Company and the relevant Finance Party; and



 


		(d)	to any rating agency (including its professional advisers) such Confidential Information as may
be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents
and/or the Obligors if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature
and that some or all of such Confidential Information may be price-sensitive information.



 






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		42.3	Disclosure to numbering service providers



 


		(a)	Any Finance Party may disclose to any national or international numbering service provider appointed
by that Finance Party to provide identification numbering services in respect of this Agreement, the Facility and/or one or more
Obligors the following information:



 


		(i)	names of Obligors;



 


		(ii)	country of domicile of Obligors;



 


		(iii)	place of incorporation of Obligors;



 


		(iv)	date of this Agreement;



 


		(v)	Clause 45 (Governing law);



 


		(vi)	the name of the Agent;



 


		(vii)	date of each amendment and restatement of this Agreement;



 


		(viii)	amounts of, and names of, the Facility (and any tranches);



 


		(ix)	amount of Total Commitments;



 


		(x)	currencies of the Facility;



 


		(xi)	type of Facility;



 


		(xii)	ranking of Facility;



 


		(xiii)	Termination Date for Facility;



 


		(xiv)	changes to any of the information previously supplied pursuant to paragraphs (i) to (xiii) above;
and



 


		(xv)	such other information agreed between such Finance Party and the Company,



 


to enable such numbering service
provider to provide its usual syndicated loan numbering identification services.


 


		(b)	The Parties acknowledge and agree that each identification number assigned to this Agreement, the
Facility and/or one or more Obligors by a numbering service provider and the information associated with each such number may be
disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.



 


		(c)	Each Obligor represents that none of the information set out in paragraphs (i) to (xiii) of
paragraph (a) above is, nor will at any time be, unpublished price sensitive information.



 


		(d)	The Agent shall notify the Company and the other Finance Parties of:



 


		(i)	the name of any numbering service provider appointed by the Agent in respect of this Agreement,
the Facility and/or one or more Obligors; and



 


		(ii)	the number or, as the case may be, numbers assigned to this Agreement, the Facility and/or one
or more Obligors by such numbering service provider.



 






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		42.4	Entire agreement



  


This Clause 42 constitutes
the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding
Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.


 


		42.5	Inside information



 


Each of the Finance Parties acknowledges
that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information
may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse
and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.


 


		42.6	Notification of disclosure



 


Each of the Finance Parties agrees
(to the extent permitted by law and regulation) to inform the Company:


 


		(a)	of the circumstances of any disclosure of Confidential Information made pursuant to paragraph (b)(v) of
Clause 42.2 (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred
to in that paragraph during the ordinary course of its supervisory or regulatory function; and



 


		(b)	upon becoming aware that Confidential Information has been disclosed in breach of this Clause 42.



 


		42.7	Continuing obligations



 


The obligations in this Clause 42
are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of twelve months from the
earlier of:


 


		(a)	the date on which all amounts payable by the Obligors under or in connection with the Finance Documents
have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and



 


		(b)	the date on which such Finance Party otherwise ceases to be a Finance Party.



 


		43.	CONFIDENTIALITY OF FUNDING RATES AND REFERENCE BANK
QUOTATIONS



 


		43.1	Confidentiality and disclosure



 


		(a)	The Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Agent, each
Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and
(d) below.



 


		(b)	The Agent may disclose:



 


		(i)	any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant
Borrower pursuant to Clause 14.4 (Notification of rates of interest); and



 


		(ii)	any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration
services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide
those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially
in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other
form of confidentiality undertaking agreed between the Agent and the relevant Lender or Base Reference Bank or Alternative Reference
Bank, as the case may be.



 






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		(c)	The Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Obligor may disclose
any Funding Rate, to:



 


		(i)	any of its Affiliates and any of its or their officers, directors, employees, professional advisers,
auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant
to this subparagraph (i) is informed in writing of its confidential nature and that it may be price-sensitive information
except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain
the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in
relation to it;



 


		(ii)	any person to whom information is required or requested to be disclosed by any court of competent
jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant
stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate or Reference Bank Quotation
is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there
shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable
to do so in the circumstances;



 


		(iii)	any person to whom information is required to be disclosed in connection with, and for the purposes
of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding
Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive
information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as
the case may be, it is not practicable to do so in the circumstances; and



 


		(iv)	any person with the consent of the relevant Lender or Base Reference Bank or Alternative Reference
Bank, as the case may be.



 


		(d)	The Agent’s obligations in this Clause 43.1 relating to Reference Bank Quotations are
without prejudice to its obligations to make notifications under Clause 14.4 (Notification of rates of interest) provided
that (other than pursuant to paragraph (b)(i) above) the Agent shall not include the details of any individual Reference Bank
Quotation as part of any such notification.



 


		43.2	Related obligations



 


		(a)	The Agent and each Obligor acknowledge that each Funding Rate (and, in the case of the Agent, each
Reference Bank Quotation) is or may be price-sensitive information and that its use may be regulated or prohibited by applicable
legislation including securities law relating to insider dealing and market abuse and the Agent and each Obligor undertake not
to use any Funding Rate or, in the case of the Agent, any Reference Bank Quotation for any unlawful purpose.



 






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		(b)	The Agent and each Obligor agree (to the extent permitted by law and regulation) to inform the
relevant Lender or Base Reference Bank or Alternative Reference Bank, as the case may be:



  


		(i)	of the circumstances of any disclosure made pursuant to paragraph (c)(ii) of Clause 43.1
(Confidentiality and disclosure) except where such disclosure is made to any of the persons referred to in that paragraph
during the ordinary course of its supervisory or regulatory function; and



 


		(ii)	upon becoming aware that any information has been disclosed in breach of this Clause 43.2.



 


		43.3	No Event of Default



 


No Event of Default will occur
under Clause 28.3 (Other obligations) by reason only of a member of the Groups failure to comply with this Clause 43.


 


		44.	Counterparts



 


Each Finance Document may be
executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single
copy of the Finance Document.


 






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SECTION 12


 


GOVERNING LAW AND ENFORCEMENT


 


		45.	Governing Law



 


This Agreement and any non-contractual
obligations arising out of or in connection with it are governed by English law provided that Schedule 15 (Restrictive Covenants)
and Schedule 16 (Additional Events of Default) shall be interpreted in accordance with the laws of the State of New York
without prejudice to the fact that the Agreement is governed by English law and that Schedule 15 (Restrictive Covenants)
and Schedule 16 (Additional Events of Default) shall also be enforced in accordance with English law.


 


		46.	Enforcement



 


		46.1	Jurisdiction of English courts



 


		(a)	The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection
with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement) or any non-contractual
obligation arising out of or in connection with this Agreement (a “Dispute”).



 


		(b)	The Parties agree that the courts of England are the most appropriate and convenient courts to
settle Disputes and accordingly no Party will argue to the contrary.



 


		(c)	This Clause 46.1 is for the benefit of the Finance Parties only. As a result, no Finance Party
shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by
law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.



 


		46.2	Service of process



 


		(a)	Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other
than an Obligor incorporated in England and Wales):



 


		(i)	irrevocably appoints the Company as its agent for service of process in relation to any proceedings
before the English courts in connection with any Finance Document (and the Company, by its execution of this Agreement accepts
that appointment); and



 


		(ii)	agrees that failure by an agent for service of process to notify the relevant Obligor of that process
will invalidate the proceedings concerned.



 


		(b)	If any person appointed as an agent for service of process is unable for any reason to act as agent
for service of process, the Company (on behalf of all the Obligors) shall promptly (and in any event within 10 Business Days of
such event taking place) appoint another agent on terms acceptable to the Agent (acting reasonably). Failing this, the Agent (acting
in good faith and in consultation with the Company) may appoint another agent for this purpose.



 


		46.3	Contractual recognition of bail-in



 


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


 






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		(a)	any Bail-In Action in relation to any such liability, including (without limitation):



 


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



 


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



 


		(iii)	a cancellation of any such liability; and



 


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



 


		47.	USA PATRIOT ACT



 


Each Finance Party that is subject
to the requirements of the USA PATRIOT Act hereby notifies each Obligor that pursuant to the requirements of the USA PATRIOT Act,
it is required to obtain, verify and record information that identifies the Obligors, which information includes the name and address
of the Obligors and other information that will allow such Finance Party to identify the Obligors in accordance with the USA PATRIOT
Act. Each Obligor agrees that it will provide each Finance Party with such information as it may request in order for such Finance
Party to satisfy the requirements of the USA PATRIOT Act.


 


This Agreement has been entered into
on the date stated at the beginning of this Agreement.


 






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Schedule
1


 


The
Original Parties


 


Part 1

The Original Obligors


 


	Name of Original Guarantor	Place of Incorporation	Registered Number 

(or equivalent, if any)
	Manchester United Limited	England & Wales	
        02570509

         

	Red Football Junior Limited	England & Wales	
        05370078

         

	Manchester United Football Club Limited	England & Wales	
        00095489

          

	MU Finance Limited	England & Wales	07088267


 






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Part 2



The Original Lender


 


	Name of Original Lender	Commitment (£)	Treaty Passport Scheme 

reference number and 

jurisdiction of tax residence (if 

applicable)
	SANTANDER UK PLC	50,000,000	N/A
	Total	50,000,000	 


 






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Schedule
2


 


Conditions
Precedent


 


Part 1

Conditions Precedent to Initial Utilisation


 


		1.	Original Obligors



 


		(a)	A copy of the constitutional documents of each Original Obligor.



 


		(b)	A copy of a resolution of the board of directors (or, if applicable, a committee of the board)
of each Original Obligor:



 


		(i)	approving the terms of, and the transactions contemplated by, the Finance Documents to which it
is a party and resolving that it execute, deliver and perform the Finance Documents to which it is a party;



 


		(ii)	authorising a specified person or persons to execute the Finance Documents to which it is a party
on its behalf;



 


		(iii)	authorising a specified person or persons, on its behalf, to sign and/or despatch all documents
and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with
the Finance Documents to which it is a party; and



 


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



 


		(c)	If applicable, a copy of a resolution of the board of directors of the Original Obligor, establishing
the committee referred to in paragraph (b) above.



 


		(d)	A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above
in relation to the Finance Documents and related documents.



 


		(e)	A copy of a resolution signed by all the holders of the issued shares in each Original Guarantor,
approving the terms of, and the transactions contemplated by, the Finance Documents to which the Original Guarantor is a party.



 


		(f)	A copy of a resolution of the board of directors of each member of the Group that is a corporate
shareholder of each Original Guarantor approving the terms of the resolution referred to in paragraph (e) above.



 


		(g)	A certificate of an authorised signatory of the Company confirming that borrowing or guaranteeing
or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding
on any Original Obligor to be exceeded.



 


		(h)	A certificate of an authorised signatory of the Company and each Original Obligor certifying that
each copy document relating to it specified in this Part 1 of Schedule 2 is correct, complete and in full force and effect
and has not been amended or superseded as at a date no earlier than the date of this Agreement.



 


		2.	Finance Documents



 


		(a)	This Agreement executed by the Original Obligors.



 






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		(b)	The Fee Letter with the Original Lender executed by the Company.



 


		3.	Transaction Security Documents



 


A
deed of confirmation relating to the Existing Security Documents executed by each Original Obligor.


 


		4.	Other documents and evidence



 


		(a)	The Funds Flow Statement.



 


		(b)	The Group Structure Chart.



 


		(c)	The Champions League Adjustment Spreadsheet.



 


		(d)	The Base Case Model.



 


		(e)	A copy of the Original Financial Statements (for information purposes only).



 


		(f)	“Know your customer” information in respect of the Original Obligors provided
such documentation or information is requested no later than five Business Days prior to the date of this Agreement.



 


		(g)	Evidence that the fees, costs and expenses (other than legal fees) then due from the Company pursuant
to Clause 17 (Fees) and Clause 22 (Costs and Expenses) have been paid or will be paid by the Closing Date.



 






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Part 2

Conditions Precedent required to be

delivered by an Additional Obligor


 


		1.	An Accession Deed executed by the Additional Obligor and the Company.



 


		2.	A copy of the constitutional documents of the Additional Obligor.



 


		3.	A copy of a good standing certificate with respect to any Additional Obligor that is incorporated
in the US, issued as of a recent date by the Secretary of State or other appropriate official of Additional Obligor’s jurisdiction
of incorporation or organisation.



 


		4.	A copy of a resolution of the board or, if applicable, a committee of the board of directors of
the Additional Obligor:



 


		(a)	approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance
Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is a
party;



 


		(b)	authorising a specified person or persons to execute the Accession Deed and other Finance Documents
on its behalf;



 


		(c)	authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents
and notices (including, in relation to an Additional Borrower, any Utilisation Request) to be signed and/or despatched by it under
or in connection with the Finance Documents to which it is a party; and



 


		(d)	authorising the Company to act as its agent in connection with the Finance Documents.



 


		5.	If applicable, a copy of a resolution of the board of directors of the Additional Obligor, establishing
the committee referred to in paragraph 3 above.



 


		6.	A specimen of the signature of each person authorised by the resolution referred to in paragraph 3
above.



 


		7.	A copy of a resolution signed by all the holders of the issued shares of the Additional Guarantor,
approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party.



 


		8.	A copy of a resolution of the board of directors of each corporate shareholder of each Additional
Guarantor approving the terms of the resolution referred to in paragraph 6 above.



 


		9.	A certificate of an Authorised Signatory of the Additional Obligor confirming that borrowing or
guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit
binding on it to be exceeded.



 


		10.	A certificate of an authorised signatory of the Additional Obligor certifying that each copy document
listed in this Part 2 of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded
as at a date no earlier than the date of the Accession Deed.



 


		11.	A copy of any other authorisation or other document, opinion or assurance which the Agent considers
to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession
Letter or for the validity and enforceability of any Finance Document.



 






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		12.	If available, the latest audited financial statements of the Additional Obligor.



 


		13.	The following legal opinions, each addressed to the Agent, the Security Trustee and the Lenders:



 


		(a)	A legal opinion of the legal advisers to the Agent in England, as to English law in the form distributed
to the Lenders prior to signing the Accession Deed.



 


		(b)	If the Additional Obligor is incorporated in or has its “centre of main interest” or
 “establishment” (as referred to in Clause 24.23 (Centre of main interests and establishments)) in a jurisdiction
other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion
of the legal advisers to the Agent in the jurisdiction of its incorporation, “centre of main interest” or “establishment”
(as applicable) or, as the case may be, the jurisdiction of the governing law of that Finance Document (the “Applicable
Jurisdiction”) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing
the Accession Deed.



 


		14.	If the proposed Additional Obligor is incorporated in a jurisdiction other than England and Wales,
evidence that the process agent specified in Clause 46.2 (Service of process), if not an Obligor, has accepted its appointment
in relation to the proposed Additional Obligor.



 


		15.	Subject to the Agreed Security Principles, any security documents which are required by the Agent
to be executed by the proposed Additional Obligor.



 


		16.	Any notices or documents required to be given or executed under the terms of those security documents.



 


		17.	If the Additional Obligor is incorporated in England and Wales, Scotland or Northern Ireland evidence
that the Additional Obligor has done all that is necessary (including, without limitation, by re-registering as a private company)
to comply with sections 677 to 683 of the Companies Act 2006 in order to enable that Additional Obligor to enter into the Finance
Documents and perform its obligations under the Finance Documents.



 






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Schedule
3


 


Requests
and Notices


 


Part 1

Utilisation Request Loans


 


From:     [Borrower]


 


To:         [Agent]


 


Dated:


 


Dear Sirs


 


Red
Football Limited – £50,000,000 Revolving Facility Agreement

dated [  ̃ ] 2020 (as amended and/or restated from time
to time) (the “Facility Agreement”)


 


		1.	We refer to the Facility Agreement. This is a Utilisation Request. Terms defined in the Facility
Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.



 


		2.	We wish to borrow a Loan on the following terms:



 


	(a)	Borrower:	[•]
	 	 
	(b)	Proposed Utilisation Date:	[•] (or, if that is not a Business Day, the next Business Day)
	 	 
	(c)	Currency of Loan:	[•]
	 	 
	(d)	Amount:	[•] or, if less, the Available Facility
	 	 
	(e)	Interest Period:	[•]



 


		3.	We confirm that each condition specified in Clause 4.2 (Further conditions precedent)
is satisfied on the date of this Utilisation Request.



 


		4.	[The proceeds of this Loan should be credited to [account]].



 


		5.	This Utilisation Request is irrevocable.



 


Yours faithfully


 


.......................................


 


authorised signatory for 


[insert name of Borrower]


 






    148


     


    

 


Schedule
4


 


Agreed
Security Principles


 


		1.	Security Principles



 


		(a)	The guarantees and Security to be provided will be given in accordance with the principles set
out in this Schedule. This Schedule addresses the manner in which the principles will impact on the guarantees and Security proposed
to be taken in relation to this transaction.



 


		(b)	The principles in this
Schedule embody recognition by all parties that there may be certain legal and practical difficulties in obtaining guarantees and
Security from members of the Group in their respective jurisdiction of incorporation. In particular:



 


		(i)	general statutory limitations,
financial assistance, corporate benefit, fraudulent preference, fraudulent conveyance, “thin capitalisation”
and “capital maintenance” rules, retention of title claims and similar principles may limit the ability of a member
of the Group to provide a guarantee or Security or may require that the guarantee be limited by an amount or otherwise;



 


		(ii)	notwithstanding any term of any Finance Document, no obligation under this Agreement or under any
Finance Document of a US Obligor may be, directly or indirectly, (A) secured by any assets of a CFC (including any shares
held directly or indirectly by a CFC); or (B) secured by a pledge in excess of 65% of the share capital (measured by the total
combined voting power of the issued and outstanding voting shares) of a CFC. In no event shall any CFC Obligor grant or be permitted
to grant Security over any assets of such CFC Obligor with respect to any obligation of a US Obligor;



 


		(iii)	in the case of any joint venture or non-wholly owned subsidiary all guarantees and security will
be limited to comply with restrictions in the joint venture, shareholders’ or other agreement or by law provided that
the Company will use reasonable endeavours to avoid or overcome such restrictions;



 


		(iv)	the Security and extent of its perfection will be agreed taking into account whether, in the opinion
of the Agent (acting reasonably), the cost to the Group of providing Security is disproportionate to the benefit accruing to the
Lenders (including where a class of assets to be secured includes material and immaterial assets, if the cost of granting security
over the immaterial assets is disproportionate to the benefit of such security, security will be granted over the material assets
only);



 


		(v)	any assets subject to
third party arrangements which are permitted or not prohibited by the Finance Documents and which prevent those assets from being
charged will be excluded from any relevant Transaction Security provided that reasonable endeavours to obtain consent to
charging any such assets shall be used by the relevant member of the Group if the relevant asset is material to the Group
as a whole;



 


		(vi)	members of the Group will not be required to give guarantees or enter into Transaction Security
Documents if it is not within the legal capacity of the relevant member of the Group or that would conflict with the fiduciary
duties of their directors or contravene any legal prohibition or result in a risk of personal or criminal liability on the part
of any officer provided that the relevant member of the Group shall use reasonable endeavours to overcome any such obstacle;



 






    149


     


    

 


		(vii)	perfection of Security, when required, and other required legal formalities will be completed as
soon as practicable and, in any event, within the relevant time periods specified in the Finance Documents or, if earlier or to
the extent no such time periods are specified in the Finance Documents, within the time periods specified by applicable law in
order to ensure due perfection;



 


		(viii)	unless granted under a global Transaction Security Document governed by the law of the jurisdiction
of incorporation of the applicable Obligor or under English law all Security (other than any Security granted over certain of its
subsidiaries as agreed) shall be governed by the law of and secure assets located in the jurisdiction of incorporation of that
Obligor;



 


		(ix)	only floating security will be granted over the hedging agreements entered into by members of the
Group;



 


		(x)	the Security Trustee will hold one set of security for all Lenders unless local law requires separate
ranking security for different classes of debt; and



 


		(xi)	no guarantee or security shall guarantee or secure any “Excluded Swap Obligations”
defined in accordance with the LSTA Market Advisory Update dated February 15, 2013 entitled “Swap Regulations’
Implications for Loan Documentation”, and any update thereto by the LSTA.



 


For the avoidance of doubt, in
these Agreed Security Principles, “cost” includes, but is not limited to, income tax cost, registration taxes payable
on the creation or enforcement or for the continuance of any Security, stamp duties, out-of-pocket expenses, and other fees and
expenses directly incurred by the relevant grantor of Security or any of its direct or indirect owners, subsidiaries or Affiliates.


 


		2.	Guarantors and Security



 


		(a)	To the extent possible, each guarantee will be an upstream, cross-stream and downstream guarantee
and each guarantee and Security will be for all liabilities of the relevant chargor under the Finance Documents in accordance with,
and subject to, the requirements of the principles set out in this Schedule in each relevant jurisdiction.



 


		(b)	To the extent possible, all security shall be given in favour of the Security Trustee and not the
Finance Parties individually. “Parallel debt” provisions will be used where necessary. To the extent possible, there
should be no action required to be taken in relation to the guarantees or security when any Lender transfers any of its participation
in the Facility to a new Lender.



 


		(c)	No guarantees or security shall be granted by an Excluded Subsidiary or Unrestricted Subsidiary.



 


		(d)	Security may only be granted over 65% of New Holdco’s share capital (measured by the total
combined voting power of the issued and outstanding voting shares) and no security will be granted over the assets of New Holdco
and/or any Subsidiary of New Holdco (including for the avoidance of doubt over any shares of a Subsidiary of New Holdco).



 






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		3.	Terms of Security Documents



 


The following principles will
be reflected in the terms of any security taken as part of this transaction:


 


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



 


		(b)	Security will not be enforceable until an Acceleration Event occurs and is continuing;



 


		(c)	rights of set off (other than for netting purposes) will not be exercisable until an Event of Default
occurs and is continuing;



 


		(d)	the provisions of each Transaction Security Document will not be unduly burdensome on the relevant
Obligor or interfere unreasonably with the operation of its business, will be limited to those required by applicable local law
to create or perfect security and will not impose commercial obligations;



 


		(e)	in the Transaction Security Documents there will be no repetition or extension of clauses set out
in any Finance Document including those relating to notices, costs and expenses, indemnities, tax gross-up, distribution of proceeds
and release of security; representations and undertakings shall be included in the Transaction Security Documents only to the extent
relating to title to assets or required by local law in order to create or perfect the security expressed to be created thereby;



 


		(f)	security will, where possible and practical, automatically create security over future assets of
the same type as those already secured;



 


		(g)	the Transaction Security Documents should not operate so as to prevent transactions which are permitted
or not prohibited under the Finance Documents.



 


		4.	Bank Accounts



 


		(a)	Except as otherwise provided in the Debt Documents, each Obligor shall, prior to the occurrence
of an Acceleration Event, be entitled to receive, withdraw or otherwise transfer any credit balance from time to time on any bank
account over which security has been granted (other than any Assigned Account).



 


		(b)	No Obligor shall be entitled to receive, withdraw or otherwise transfer any credit balance from
time to time on any Assigned Account except with the prior consent of the Security Trustee (acting reasonably) or as permitted
or not prohibited pursuant to the terms of the Debt Documents.



 


		(c)	After the occurrence of an Acceleration Event, no Obligor shall be entitled to receive, withdraw
or otherwise transfer any credit balance from time to time on any bank account over which security has been granted except with
the prior consent of the Security Trustee (acting reasonably).



 


		(d)	If required by local law to perfect the security, notice of the security will be served on the
account bank within 5 Business Days of the Security being granted and the Obligor shall use its reasonable endeavours to obtain
an acknowledgement of that notice within 30 Business Days of service. If the Obligor has used its reasonable endeavours but has
not been able to obtain acknowledgement its obligation to obtain acknowledgement shall cease on the expiry of that 30 Business
Days provided, however, if within those 30 Business Days, the relevant account bank has agreed to provide such acknowledgement,
but has not yet done so, the relevant Obligor must continue to use all reasonable endeavours to obtain such acknowledgment until
such acknowledgment is provided or if the relevant account bank indicates it no longer agrees to provide the acknowledgement. This
provision does not apply to Assigned Accounts in respect of which notice will be provided in accordance with the provisions of
the Existing Debenture.



 






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		5.	Fixed Assets



 


		(a)	Except as otherwise provided in the Debt Documents, if an Obligor grants security over its fixed
assets it shall, prior to the occurrence of an Acceleration Event, be free to deal with those assets in the course of its business.



 


		(b)	Subject to any requirements under the Existing Security Documents, no notice whether to third parties
or by attaching a notice to the fixed assets shall be prepared or given until an Acceleration Event occurs and is continuing.



 


		6.	Insurance



 


		(a)	Except as otherwise provided in the Debt Documents, if an Obligor grants security over its insurance
policies it shall, prior to the occurrence of an Acceleration Event, be free to deal with those policies in the course of its business.



 


		(b)	If required by local law to perfect the security, notice of the security will be served on the
insurance provider within 5 Business Days of the security being granted and the Obligor shall use its reasonable endeavours to
obtain an acknowledgement of that notice within 30 Business Days of service. If the Obligor has used its reasonable endeavours
but has not been able to obtain acknowledgement its obligation to obtain acknowledgement shall cease on the expiry of the specified
30 Business Day period provided, however, if within those 30 Business Days, the relevant insurance provider has agreed to provide
such acknowledgement, but has not yet done so, the relevant Obligor must continue to use all reasonable endeavours to obtain such
acknowledgment until such acknowledgment is provided or if the relevant insurance provider indicates it no longer agrees to provide
the acknowledgement. This provision does not apply to an Insurance Policy (as that term is in the Existing Debenture) in respect
of which notice will be provided in accordance with the provisions of the Existing Debenture.



 


		7.	Intellectual Property



 


Except as otherwise provided
in the Debt Documents, if an Obligor grants security over its intellectual property it shall, prior to the occurrence of an Acceleration
Event, be free to deal with those assets in the course of its business (including allowing its intellectual property to lapse if
no longer material to its business).


 


		8.	Intercompany receivables



 


		(a)	Except as otherwise provided in the Debt Documents, if an Obligor grants security over its intercompany
receivables it shall, prior to the occurrence of an Acceleration Event, be free to deal with those receivables in the course of
its business.



 


		(b)	If required by local law to perfect the security, notice of the security will be served on the
relevant lender within 5 Business Days of the security being granted and the Obligor shall obtain an acknowledgement of that notice
within 30 Business Days of service. Irrespective of whether notice of the security is required for perfection if the service of
notice would prevent the Obligor from dealing with an intercompany receivable in the course of its business no notice of security
shall be served until an Acceleration Event occurs and is continuing. This provision does not apply to intercompany receivables
charged under the Existing Debenture in respect of which notice will be provided in accordance with the provisions of the Existing
Debenture.



 






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		9.	Trade receivables



 


		(a)	Except as otherwise provided in the Debt Documents, if an Obligor grants security over its trade
receivables it shall, prior to the occurrence of an Acceleration Event, be free to deal with those receivables in the course of
its business.



 


		(b)	No notice of security may be served until an Acceleration Event occurs and is continuing.



 


		10.	Shares



 


		(a)	Fixed charges and/or pledges over shares in joint ventures, Unrestricted Subsidiaries or over minority
interests shall not be required.



 


		(b)	The Transaction Security Document will be governed by the laws of the jurisdiction of incorporation
of the entity whose shares are being secured and not by the law of the jurisdiction of incorporation of the Obligor granting the
security.



 


		(c)	Until an Acceleration Event occurs and is continuing, the charging Obligor will be permitted to
retain and to exercise the voting rights to any shares and the company whose shares have been charged will be permitted to pay
dividends.



 


		(d)	Unless the restriction is required by law or regulation or such restriction is only applicable
if certain conditions have not been met, the constitutional documents of the company whose shares have been charged will be amended
to remove any restriction on the transfer or the registration of the transfer of the shares on the taking or enforcement of the
security granted over them.



 


		11.	Excluded assets



 


For the avoidance of doubt, any
assets excluded from the Transaction Security existing as of the date of this Agreement, including but not limited to, the Trafford
Training Centre and Academy at Carrington, Manchester (title number GM785864), shall not be subject to any Transaction Security.


 


		12.	Release of Security



 


Unless required by local law
the circumstances in which the security shall be released should not be dealt with in individual Transaction Security Documents
but, if so required, shall, except to the extent required by local law, be the same as those set out in the Intercreditor Agreement.


 






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Schedule
5


 


Form of
Transfer Certificate


 


To:        [•]
as Agent and [•] as Security Trustee


 


From:     [The
Existing Lender] (the “Existing Lender”) and [The New Lender] (the “New Lender”)


 


Dated:


 


Red
Football Limited – £50,000,000 Revolving Facility Agreement

dated [  ̃ ] 2020 (as amended and/or restated from time
to time) (the “Facility Agreement”)


 


		1.	We refer to the Facility Agreement and to the Intercreditor Agreement (as defined in the Facility
Agreement). This agreement (the “Agreement”) shall take effect as a Transfer Certificate for the purpose of
the Facility Agreement and as a Creditor/Creditor Representative Accession Undertaking for the purposes of the Intercreditor Agreement
(and as defined in the Intercreditor Agreement). Terms defined in the Facility Agreement have the same meaning in this Agreement
unless given a different meaning in this Agreement.



 


		2.	We refer to Clause 29.5 (Procedure for transfer) of the Facility Agreement:



 


		(a)	The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender
by novation all or part of the Existing Lender’s Commitment, rights and obligations referred to in the Schedule in accordance
with Clause 29.5 (Procedure for transfer) of the Facility Agreement.



 


		(b)	The proposed Transfer Date is [•].



 


		(c)	The Facility Office and address, fax number and attention details for notices of the New Lender
for the purposes of Clause 37.2 (Addresses) of the Facility Agreement are set out in the Schedule.



 


		3.	The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations
set out in paragraph (c) of Clause 29.4 (Limitation of responsibility of Existing Lenders) of the Facility
Agreement.



 


		4.	The New Lender confirms in respect of any advance by such Lender to a Borrower incorporated in
the United Kingdom, for the benefit of the Agent and without liability to any Obligor, that it is:



 


		(a)	[a Qualifying Lender other than a UK Treaty Lender;]



 


		(b)	[a UK Treaty Lender;]



 


		(c)	[not a Qualifying Lender].*



 


		5.	The New Lender confirms that it [is]/[is not] an Investor Affiliate.



 


		6.	[The New Lender confirms in respect of an advance by such Lender to a Borrower incorporated in
the United Kingdom that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance
Document is either:



 





 






		*	Delete as applicable -
each New Lender is required to confirm which of these three categories it falls within in respect of any advance by such Lender
to a Borrower incorporated in the United Kingdom.





 






    154


     


    

 


		(a)	a company resident in the United Kingdom for United Kingdom tax purposes;



 


		(b)	a partnership each member of which is:



 


		(i)	a company so resident in the United Kingdom; or



 


		(ii)	a company not so resident in the United Kingdom which carries on a trade in the United Kingdom
through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section
19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17
of the CTA; or



 


		(c)	a company not so resident in the United Kingdom which carries on a trade in the United Kingdom
through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable
profits (within the meaning of section 19 of the CTA) of that Company.]1



 


		7.	[The New Lender confirms
in respect of an advance by such Lender to a Borrower incorporated in the United Kingdom that it holds a passport under the HMRC
DT Treaty Passport scheme (reference number [ ]) and is tax resident in [ ]2, so that interest payable to it
by borrowers is generally subject to full exemption from UK withholding tax and requests that the Company notify:



 


		(a)	each Borrower which is a Party as a Borrower as at the Transfer Date; and



 


		(b)	each Additional Borrower which becomes an Additional Borrower after the Transfer Date,



 


that it wishes that scheme to
apply to the Facility Agreement.] 3


 


[7./8.]            [The
New Lender confirms in respect of an advance by such Lender to a Borrower that is a US Person that it [is]/[is not] a US Qualifying
Lender] [4].


 


[8./9.]            We
refer to clause [21.4] (Accession of Pari Passu Creditors and Creditor Representatives) of the Intercreditor Agreement.


 


In consideration of the New Lender being
accepted as Pari Passu Creditor for the purposes of the Intercreditor Agreement (and as defined therein), the New Lender confirms
that, as from the Transfer Date, it intends to be party to the Intercreditor Agreement as a Pari Passu Creditor, and undertakes
to perform all the obligations expressed in the Intercreditor Agreement to be assumed by a Pari Passu Creditor and agrees that
it shall be bound by all the provisions of the Intercreditor Agreement, as if it had been an original party to the Intercreditor
Agreement.


 


[11./12.]     This
Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were
on a single copy of this Agreement.


 


[12./13.]            This
Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.


 


		1	Include only if New Lender falls within paragraph (a)(ii)
of the definition of Qualifying Lender in Clause 18.1 (Definitions).
	 	 	 
		2	Insert jurisdiction of tax residence.
	 	 	 
		3	Include if the New Lender holds a passport under the HMRC DT Treaty Passport scheme and wishes
that scheme to apply to the Facility Agreement.
	 	 	 
		4	Delete
as applicable – Each New Lender is required to confirm which of these categories it falls within in respect of any advance
by such Lender to a Borrower that is a US Person.



 






    155


     


    

 


[13./14.]            This
Agreement has been entered into on the date stated at the beginning of this Agreement.


 


Note:     The
execution of this Transfer Certificate may not transfer a proportionate share of the Existing Lender’s interest in the Transaction
Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities
are required to perfect a transfer of such a share in the Existing Lender’s Transaction Security in any jurisdiction and,
if so, to arrange for execution of those documents and completion of those formalities.


 






    156


     


    

 


THE SCHEDULE


 


Commitment/rights and obligations to
be transferred


 


[insert relevant details]


 


[Facility Office address, fax number
and attention details for notices and account details for payments]


 


	[Existing Lender]	[New Lender]
	By:	By:


 


This Agreement is accepted as a Transfer
Certificate for the purposes of the Facility Agreement by the Agent, and as a Creditor/Creditor Representative Accession Undertaking
for the purposes of the Intercreditor Agreement by the Security Trustee, and the Transfer Date is confirmed as [•].


 


[Agent]


 


By:


 


[Security Trustee]


 


By:


 






    157


     


    

 


Schedule
6


 


Form of
Assignment Agreement


 


To:         [•]
as Agent, [•] as Security Trustee and [•] as Company for and on behalf of each Obligor


 


From:     [the
Existing Lender] (the “Existing Lender”) and [the New Lender] (the “New Lender”)


 


Dated:


 


Red
Football Limited – £50,000,000 Revolving Facility Agreement

dated [  ̃ ] 2020 (as amended and/or restated from time
to time) (the “Facility Agreement”)


 


		1.	We refer to the Facility Agreement and to the Intercreditor Agreement (as defined in the Facility
Agreement). This is an Assignment Agreement. This agreement (the “Agreement”) shall take effect as an Assignment
Agreement for the purpose of the Facility Agreement and as a Creditor/Creditor Representative Accession Undertaking for the purposes
of the Intercreditor Agreement (and as defined in the Intercreditor Agreement). Terms defined in the Facility Agreement have the
same meaning in this Agreement unless given a different meaning in this Agreement.



 


		2.	We refer to Clause 29.6 (Procedure for assignment) of the Facility Agreement:



 


		(a)	The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender
under the Facility Agreement, the other Finance Documents and in respect of the Transaction Security which correspond to that portion
of the Existing Lender’s Commitments and participations in Utilisations under the Facility Agreement as specified in the
Schedule.



 


		(b)	The Existing Lender is released from all the obligations of the Existing Lender which correspond
to that portion of the Existing Lender’s Commitments and participations in Utilisations under the Facility Agreement specified
in the Schedule.



 


		(c)	The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from
which the Existing Lender is released under paragraph (b) above.



 


		3.	The proposed Transfer Date is [•].



 


		4.	On the Transfer Date the New Lender becomes:



 


		(a)	party to the relevant Finance Documents (other than the Intercreditor Agreement) as a Lender; and



 


		(b)	party to the Intercreditor Agreement as an RCF Lender.



 


		5.	The Facility Office and address, fax number and attention details for notices of the New Lender
for the purposes of Clause 37.2 (Addresses) of the Facility Agreement are set out in the Schedule.



 


		6.	The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations
set out in paragraph (c) of Clause 29.4 (Limitation of responsibility of Existing Lenders) of the Facility
Agreement.



 


		7.	The New Lender confirms in respect of an advance by such Lender to a Borrower incorporated in the
United Kingdom, for the benefit of the Agent and without liability to any Obligor, that it is:



 






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		(a)	[a Qualifying Lender (other than a UK Treaty Lender);]



 


		(b)	[a UK Treaty Lender;]



 


		(c)	[not a Qualifying Lender]. *



 


		8.	[The New Lender confirms in respect of an advance by such Lender to a Borrower incorporated in
the United Kingdom that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance
Document is either:



 


		(a)	a company resident in the United Kingdom for United Kingdom tax purposes;



 


		(b)	a partnership each member of which is:



 


		(i)	a company so resident in the United Kingdom; or



 


		(ii)	a company not so resident in the United Kingdom which carries on a trade in the United Kingdom
through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section
19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17
of the CTA; or



 


		(c)	a company not so resident in the United Kingdom which carries on a trade in the United Kingdom
through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable
profits (within the meaning of section 19 of the CTA) of that company.] 5



 


		9.	[The New Lender confirms
in respect of an advance by such Lender to a Borrower incorporated in the United Kingdom that it holds a passport under the HMRC
DT Treaty Passport scheme (reference number [ ]) and is tax resident in [ ]6, so that interest payable to it
by borrowers is generally subject to full exemption from UK withholding tax and requests that the Company notify:



 


		(a)	each Borrower which is a Party as a Borrower as at the Transfer Date; and



 


		(b)	each Additional Borrower which becomes an Additional Borrower after the Transfer Date,



 


that it wishes that scheme to
apply to the Facility Agreement.] 7


 


[9./10.]            The
New Lender confirms that it [is]/[is not] an Investor Affiliate.


 


[10./11.]          [The
New Lender confirms in respect of an advance by such Lender to a Borrower that is a US Person that it [is]/[is not] a US Qualifying
Lender] 8.


 





 






		*	Delete as applicable - each New Lender is required to confirm which
of these three categories it falls within in respect of any advance by such Lender to a Borrower incorporated in the United
Kingdom.



 


		5	Include only if New Lender falls within paragraph (a)(ii) of the definition of Qualifying Lender
in Clause 18.1 (Definitions).
	 	 	 
		6	Insert jurisdiction of tax residence.
	 	 	 
		7	Include if the New Lender holds a passport under the HMRC DT Treaty Passport scheme and wishes
that scheme to apply to the Facility Agreement.
	 	 	 
		8	Delete as applicable – Each New Lender is required to confirm
which of these categories it falls within in respect of any advance by such Lender to a Borrower that is a US Person.



 






    159


     


    

 



 


[11./12.]            We
refer to clause [21.4] (Accession of Pari Passu Creditors and Creditor Representatives) of the Intercreditor Agreement.


  


In consideration
of the New Lender being accepted as a Pari Passu Creditor for the purposes of the Intercreditor Agreement (and as defined in the
Intercreditor Agreement), the New Lender confirms that, as from the Transfer Date, it intends to be party to the Intercreditor
Agreement as a Pari Passu Creditor, and undertakes to perform all the obligations expressed in the Intercreditor Agreement to
be assumed by a Pari Passu Creditor and agrees that it shall be bound by all the provisions of the Intercreditor Agreement, as
if it had been an original party to the Intercreditor Agreement.


 


[12./13.]            This
Agreement acts as notice to the Agent (on behalf of each Finance Party) and, upon delivery in accordance with Clause 29.7
(Copy of Transfer Certificate, Assignment Agreement or Increase Confirmation to the Company), to the Company (on behalf
of each Obligor) of the assignment referred to in this Agreement.


 


[13./14.]            This
Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts
were on a single copy of this Agreement.


 


[14./15.]            This
Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.


 


[15./16.]            This
Agreement has been entered into on the date stated at the beginning of this Agreement.


 


Note:    The
execution of this Assignment Agreement may not transfer a proportionate share of the Existing Lender’s interest in the Transaction
Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities
are required to perfect a transfer of such a share in the Existing Lender’s Transaction Security in any jurisdiction and,
if so, to arrange for execution of those documents and completion of those formalities.


 






    160


     


    

 


THE SCHEDULE


  


Commitment/rights
and obligations to be transferred by assignment,

release and accession


 


[insert
relevant details]


 


[Facility
office address, fax number and attention details for notices and account details for payments]


 


	[Existing Lender]	[New Lender]




 


	By:	By:



 


This Agreement
is accepted as an Assignment Agreement for the purposes of the Facility Agreement by the Agent, and as a Creditor/Creditor Representative
Accession Undertaking for the purposes of the Intercreditor Agreement by the Security Trustee, and the Transfer Date is confirmed
as [•].


 


Signature
of this Agreement by the Agent constitutes confirmation by the Agent of receipt of notice of the assignment referred to in this
Agreement, which notice the Agent receives on behalf of each Finance Party.


 


[Agent]


 


By:


 


[Security
Trustee]


 


By:


 






    161


     


    

 


Schedule
7


 


Form of
Accession Deed


 


To:          [                   ]
as Agent and [                  ] as
Security Trustee for itself and each of the other parties to the Intercreditor Agreement referred to below


 


From:      [Restricted
Subsidiary] and [Company]


 


Dated:


 


Dear Sirs


 


Red
Football Limited – £50,000,000 Revolving Facility Agreement
 dated [ · ] 2020 (as amended and/or restated from time to time) (the “Facility
Agreement”)


 


		1.	We
                                         refer to the Facility Agreement and to the Intercreditor Agreement. This deed (the “Accession
                                         Deed”) shall take effect as an Accession Deed for the purposes of the Facility
                                         Agreement and as a Debtor Accession Deed for the purposes of the Intercreditor Agreement
                                         (and as defined in the Intercreditor Agreement). Terms defined in the Facility Agreement
                                         have the same meaning in paragraphs 1 to 3 of this Accession Deed unless given a different
                                         meaning in this Accession Deed.



 


		2.	[Restricted
                                         Subsidiary] agrees to become an Additional [Borrower]/[Guarantor] and to be bound
                                         by the terms of the Facility Agreement and the other Finance Documents (other than the
                                         Intercreditor Agreement) as an Additional [Borrower]/[Guarantor] pursuant to clause [31.2
                                         (Additional Borrowers)]/[clause 31.4 (Additional Guarantors)] of the
                                         Facility Agreement. [Restricted Subsidiary] is a company duly incorporated under
                                         the laws of [name of relevant jurisdiction] and is a limited liability company
                                         and registered number [                   ].



 


		3.	[Restricted
                                         Subsidiary’s] administrative details for the purposes of the Facility Agreement
                                         and the Intercreditor Agreement are as follows:



 


Address:


 


Fax
No.:


 


Attention:


 


		4.	[Restricted
                                         Subsidiary] (for the purposes of this paragraph 4, the “Acceding Debtor”)
                                         intends to [incur Liabilities under the following documents]/[give a guarantee, indemnity
                                         or other assurance against loss in respect of Liabilities under the following documents]:



 


[Insert
details (date, parties and description) of relevant documents]


 


the “Relevant
Documents”.


 


IT
IS AGREED as follows:


 


		(a)	Terms
                                         defined in the Intercreditor Agreement shall, unless otherwise defined in this Accession
                                         Deed, bear the same meaning when used in this paragraph 4.



 






    162


     


    

 


		(b)	The
                                         Acceding Debtor and the Security Trustee agree that the Security Trustee shall hold:



 


		(i)	[any
                                         Security in respect of Liabilities created or expressed to be created pursuant to the
                                         Relevant Documents;



 


		(ii)	all
                                         proceeds of that Security; and]



 


		(iii)	all
                                         obligations expressed to be undertaken by the Acceding Debtor to pay amounts in respect
                                         of the Liabilities to the Security Trustee as trustee for the Secured Parties (in the
                                         Relevant Documents or otherwise) and secured by the Transaction Security together with
                                         all representations and warranties expressed to be given by the Acceding Debtor (in the
                                         Relevant Documents or otherwise) in favour of the Security Trustee as trustee for the
                                         Secured Parties,



 


on
trust for the Secured Parties on the terms and conditions contained in the Intercreditor Agreement.


 


		(c)	The
                                         Acceding Debtor confirms that it intends to be party to the Intercreditor Agreement as
                                         a Debtor, undertakes to perform all the obligations expressed to be assumed by a Debtor
                                         under the Intercreditor Agreement and agrees that it shall be bound by all the provisions
                                         of the Intercreditor Agreement as if it had been an original party to the Intercreditor
                                         Agreement.



 


		(d)	[In
                                         consideration of the Acceding Debtor being accepted as an Intra-Group Lender for the
                                         purposes of the Intercreditor Agreement, the Acceding Debtor also confirms that it intends
                                         to be party to the Intercreditor Agreement as an Intra-Group Lender, and undertakes to
                                         perform all the obligations expressed in the Intercreditor Agreement to be assumed by
                                         an Intra-Group Lender and agrees that it shall be bound by all the provisions of the
                                         Intercreditor Agreement, as if it had been an original party to the Intercreditor Agreement].



 


[4]/[5]
This Accession Deed and any non-contractual obligations arising out of or in connection with it are governed by English law.


 


THIS
ACCESSION DEED has been signed on behalf of the Security Trustee (for the purposes of
paragraph 4 above only), signed on behalf of the Company and executed as a deed by [Restricted Subsidiary] and is
delivered on the date stated above.


 


[Restricted
Subsidiary]


 


[EXECUTED
AS A DEED          )


 


By: [Subsidiary]          )


 


	_______	Director




 


	_______	Director/Secretary




 


OR


 


[EXECUTED AS A DEED 


By: [Subsidiary]


 


	_______	Signature of Director




 


	_______	Name of Director




 






    163


     


    

 


in the presence of


 


	_______	Signature of witness
	 	 
	_______	Name of witness
	 	 
	_______ 	Address of witness
	 	 
	_______	 
	 	 
	_______	 
	 	 
	_______	 
	 	 
	_______	Occupation of witness]




 


The Company


 


	_______	[Company]




 


By:


 


The Security
Trustee


 


	_______	[Full Name of Current Security Trustee]




 


By:


 


Date:


 






    164


     


    

 


Schedule
8


 


Form of
Resignation Letter


 


	To:	[•] as Agent
	 
	From:	[resigning
    Obligor] and [Company]




 


Dated:


 


Dear Sirs


 


Red
Football Limited – £50,000,000 Revolving Facility Agreement

dated [ · ]
2020 (as amended and/or restated from time to time) (the “Facility Agreement”)


 


		1.	We
                                         refer to the Facility Agreement. This is a Resignation Letter. Terms defined in the Facility
                                         Agreement have the same meaning in this Resignation Letter unless given a different meaning
                                         in this Resignation Letter.



 


		2.	Pursuant
                                         to [clause 31.3 (Resignation of a Borrower)]/[clause 31.5 (Resignation
                                         of a Guarantor)], we request that [resigning Obligor] be released from its
                                         obligations as a [Borrower]/[Guarantor] under the Facility Agreement and the Finance
                                         Documents (other than the Intercreditor Agreement).



 


		3.	We
                                         confirm that:



 


		(a)	no
                                         Event of Default is continuing or would result from the acceptance of this request; and



 


		(b)	[this
                                         request is given in relation to a Third Party Disposal of [resigning Obligor];]*



 


		(c)	[•]***



 


		4.	This
                                         Resignation Letter and any non-contractual obligations arising out of or in connection
                                         with it are governed by English law.



 


		5.	The
                                         Company agrees to indemnify the Finance Parties and any Receivers or Delegates for any
                                         costs, expenses, or liabilities which would have been payable by [resigning Obligor]
                                         in connection with the Finance Documents but for the release set out in paragraph 1
                                         above.



 


	 	[Company]	[resigning
    Obligor]
	 	By:	By:




 






    165


     


    

 


NOTES:


 


*              Insert
where resignation as a result of a Third Party Disposal.


 


**           Insert
where resignation as a result of a Third Party Disposal. Amend as appropriate, e.g. to reflect agreed procedure for payment of
proceeds into a specified account.


 


***         Insert
any other conditions required by the Facility Agreement.


 






    166


     


    

 


Schedule
9


 


Form of
Compliance Certificate


 


	To: 	[•]
    as Agent
	 
	From:	[Company]




 


Dated:


 


Dear Sirs


 


Red Football
Limited – £50,000,000 Revolving Facility Agreement


dated
[ · ]
2020 (as amended and/or restated from time to time) (the “Facility Agreement”)


 


		1.	We
                                         refer to the Facility Agreement. This is a Compliance Certificate. Terms defined in the
                                         Facility Agreement have the same meaning when used in this Compliance Certificate unless
                                         given a different meaning in this Compliance Certificate.



 


		2.	We
                                         confirm that Consolidated EBITDA for the most recently completed Relevant Period was
                                         [•] and we set out in the Schedule (Calculation of Consolidated EBITDA) hereto
                                         detail of the calculation of this amount.



 


		3.	We
                                         confirm that the Minimum Committed Additional Financing is [not] less than £75,000,000
                                         (or its equivalent in other currencies).



 


		4.	[We
                                         confirm that no Default is continuing. 2]



 


		5.	[We
                                         confirm by reference to the latest Annual Financial Statements delivered under the terms
                                         of the Facility Agreement that [the Guarantor Coverage Test [is satisfied]/[will be satisfied
                                         by the following members of the Group acceding as Additional Guarantors in accordance
                                         with Clause 27.13 (Guarantors):



 


		6.	[•].]*



 


	Signed	 	 	 
	 	Director	 	Director
	 	of	 	of
	 	[Company]	 	[Company]




 


[insert
applicable certification language]


 


	for
    and on behalf of	 




 


[name
of auditors of the Company]


 


1
If this statement cannot be made, the certificate should identify any Default that
is continuing and the steps, if any, being taken to remedy it.




 


NOTES:


 


*            Only
for Compliance Certificate delivered with the Annual Financial Statements.


 






    167


     


    

 


THE SCHEDULE


 


CALCULATION
OF CONSOLIDATED EBITDA


 


	Relevant
    line item	 	 	Amount
                                         (£)	 
	The consolidated profits
    of the Group from ordinary activities before taxation in respect of that Relevant Period	 	 	[•]	 
	Including any amount
    attributable to the amortisation or impairment of intangible assets or the depreciation or impairment of tangible assets	 	 	[•]	 
	Including any Consolidated
    Net Finance Charges	 	 	[•]	 
	Including any one-off
    expenses or charges incurred in connection with the incurrence or issuance of (i) any Financial Indebtedness under or
    which is permitted by the Finance Documents or (ii) any other equity issuance which is permitted by the Finance Documents	 	 	[•]	 
	Including any items
    treated as exceptional or extraordinary items	 	 	[•]	 
	Including any accrued
    interest received by or owing to any member of the Group	 	 	[•]	 
	Including any realised
    and unrealised exchange gains and losses including those arising on translation of currency debt	 	 	[•]	 
	Including any gain
    or loss arising from an upward or downward revaluation of any asset or arising from the acquisition or disposal of player
    registrations	 	 	[•]	 
	Deducting any profit
    of any member of the Group which is attributable to minority interests	 	 	[•]	 
	Deducting any profit
    of any investment or entity (which is not itself a member of the Group) in which any member of the Group has an ownership
    interest to the extent that the amount of such profit included in the financial statements of the Group exceeds the amount
    (net of applicable withholding tax) received in cash by members of the Group through distributions by such investment or entity	 	 	[•]	 
	After excluding the
    amount of any profit or loss which is attributable to any Material Disposal made in the Relevant Period	 	 	 	 
	After deducting to
    the extent not already taken into account, all rent and other property costs of a revenue nature	 	 	[•]	 
	Consolidated EBITDA	 	 	[•]	 



 






    168


     


    

 


Schedule
10


 


Timetables


 


Part 1

Loans


 


	 	 	Loans
    in sterling	 	 
	Delivery of a duly
    completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request))	 	U-1

        11.00am
	 	 
	 	 	 	 	 
	Agent determines
    (in relation to a Utilisation) the Base Currency Amount of the Loan, if required under Clause 5.4 (Lenders’
    participation) and notifies the Lenders of the Loan in accordance with Clause 5.4 (Lenders’ participation)	 	U-1

        2.00pm
	 	 
	 	 	 	 	 
	LIBOR is fixed	 	Quotation Day as of
    11.00am	 	 
	 	 	 	 	 
	Base Reference Bank
    Rate calculated by reference to available quotations in accordance with Clause 16.2 (Calculation of Base Reference Bank
    Rate and Alternative Reference Bank Rate)	 	Quotation Day as of
    11.00am	 	 
	 	 	 	 	 
	Alternative Reference
    Bank Rate calculated by reference to available quotations in accordance with Clause 16.2 (Calculation of Base Reference
    Bank Rate and Alternative Reference Bank Rate)	 	Quotation Day as of
    11.00am	 	 


 


	“U”=	date of Utilisation
	 
	“U - X”=	X Business Days prior to date of Utilisation




 






    169


     


    

 


Schedule
11


 


[RESERVED]


 






    170


     


    

 


Schedule
12


 


[reserved]


 






    171


     


    

 


Schedule
13


 


Forms
of Notifiable Debt Purchase Transaction Notice


 


Part 1

Form of Notice on entering into Notifiable Debt Purchase Transaction


 


	To:	[             ]
    as Agent
	 
	From:	[The Lender]




 


Dated:


 


Red
Football Limited – £50,000,000 Revolving Facility Agreement

dated [ · ]
2020 (as amended and/or restated from time to time) (the “Facility Agreement”)


 


		1.	We
                                         refer to paragraph (b) of Clause 30.2 (Disenfranchisement on Debt Purchase
                                         Transactions entered into by Investor Affiliates) of the Facility Agreement. Terms
                                         defined in the Facility Agreement have the same meaning in this notice unless given a
                                         different meaning in this notice.



 


		2.	We
                                         have entered into a Notifiable Debt Purchase Transaction.



 


		3.	The
                                         Notifiable Debt Purchase Transaction referred to in paragraph 2 above relates to
                                         the amount of our Commitment(s) as set out below.



 


	 	Commitment	Amount
    of our Commitment to which Notifiable Debt Purchase Transaction relates (Base Currency)
	 	 	 
	 	 	[insert
    amount (of that Commitment) to which the relevant Debt Purchase Transaction applies]


 


[Lender]


 


By:


 






    172


     


    

 


Part 2

Form of Notice on Termination of Notifiable Debt Purchase Transaction / Notifiable Debt Purchase Transaction ceasing to be
with Investor Affiliate


 


	To:	[             ]
                                         as Agent



 


	From:	[The
                                         Lender]



 


Dated:


 


Red
Football Limited – £50,000,000 Revolving Facility Agreement

dated [ · ]
2020 (as amended and/or restated from time to time) (the “Facility Agreement”)


 


		1.	We
                                         refer to paragraph (c) of Clause 30.2 (Disenfranchisement on Debt Purchase
                                         Transactions entered into by Investor Affiliates) of the Facility Agreement. Terms
                                         defined in the Facility Agreement have the same meaning in this notice unless given a
                                         different meaning in this notice.



 


		2.	A
                                         Notifiable Debt Purchase Transaction which we entered into and which we notified you
                                         of in a notice dated [•] has [terminated]/[ceased to be with an Investor Affiliate].*



 


		3.	The
                                         Notifiable Debt Purchase Transaction referred to in paragraph 2 above relates to
                                         the amount of our Commitment(s) as set out below.



 


	 	Commitment	Amount
    of our Commitment to which Notifiable Debt Purchase Transaction relates (Base Currency)
	 	 	 
	 	[insert
    amount (of that Commitment) to which the relevant Debt Purchase Transaction applies]



 


[Lender]


 


By:



 






    173


     


    

 


 


Schedule
14


  


Table
of values for X


 


		1.	The value of X in any Financial Year will be the amount determined using the Champions League Adjustment
Spreadsheet and set out in the row labelled “EBITDA” in the column corresponding to that Financial Year after the following
adjustments (the “Adjustments”) have been made in the electronic version of the spreadsheet (and, for the avoidance
of doubt, with no other adjustments):



 


		(a)	the figure in the Total Match Day income row of the spreadsheet for a Financial Year (the “Relevant
Year”) will be determined by: (i) adjusting the revenue in the line item entitled “European Cups” in
the Annual Financial Statements for the most recent Financial Year in which the first team of MUFC participated in the Champions
League (the “Previous Year”) to reflect any increase or decrease in ticket prices announced prior to the start
of the Relevant Year that would be applicable in the Relevant Year; (ii) aggregating the amount described in paragraph (i) above
with the revenue (increased or decreased for the then prevailing rate (RPI) of inflation or deflation) in the line items entitled
 “Hospitality – Match Day” and “Catering (match day)” (minus any intra-Group items) in the Annual
Financial Statements for the Previous Year; (iii) dividing the sum of the amount described in paragraph (ii) by the number
of Champions League matches played at the Stadium in the Previous Year; and (iv) multiplying the product of paragraph (iii) by
four;



 


		(b)	any increase or decrease in the Sterling Equivalent (as defined in Schedule 15 (Restrictive
Covenants)) of media and sponsorship revenues that would have been received by the Group from UEFA in respect of the Champions
League (or, in each case, any replacement body or competition) had the first team of MUFC finished third in the Premier League
(or any replacement competition) and qualified for the first knock-out stage of the Champions League will be taken into account
in calculating the figure in the row labelled “European TV & Radio” in the column corresponding to that Financial
Year; and



 


		(c)	any increase or decrease in the portion of revenue from the Specified Contract described in paragraph
(a) of the definition thereof (as applicable) (or any replacement contract) that is dependent on the first team of MUFC qualifying
for the Champions League in a Financial Year will be taken into account in calculating the figure in the row labelled “Adidas”
(in relation to the adidas Agreement) in the column corresponding to that Financial Year.



 


		2.	The add back in respect of each Financial Year shall be applied according to the following quarterly
schedule:



 


	Financial Quarter Ending	Percentage Application
	 	 
	September	20.0%
	 	 
	December	45.0%
	 	 
	March	35.0%
	 	 
	June	0.0%


 






    174


     


    

 


Schedule
15


  


Restrictive
Covenants


 


Defined terms used in this Schedule shall
have the meanings given to them in this Schedule 15 unless the context requires otherwise. The provisions of this Schedule 15 are
to be interpreted in accordance with the laws of the State of New York (without prejudice to the fact that this Agreement is governed
by English law).


 


		1.	Asset Sales



 


		1.1	The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly
or indirectly, consummate an Asset Sale unless:



 


		(a)	the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time
of the Asset Sale at least equal to the Fair Market Value (measured as of the date of the definitive agreement with respect to
such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and



 


		(b)	at least 75 per cent. of the consideration received in the Asset Sale by the Company or such Restricted
Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to
be cash:



 


		(i)	any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the
Company or any of its Restricted Subsidiaries (other than contingent liabilities and liabilities that are by their terms subordinated
to the Facility and any guarantee thereof) that are assumed by the transferee of any such assets pursuant to a customary novation
or indemnity agreement that releases the Company or such Restricted Subsidiary from or indemnifies against further liability;



 


		(ii)	any securities, notes or other obligations received by the Company or any such Restricted Subsidiary
from such transferee that are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents within 90 days
following the closing of the Asset Sale, to the extent of the cash or Cash Equivalents received in that conversion;



 


		(iii)	Indebtedness of any Restricted Subsidiary of the Company or preferred stock of an Obligor other
than the Company, in each case that is no longer a Restricted Subsidiary of the Company as a result of such Asset Sale, to the
extent that the Company and its Restricted Subsidiaries following such Asset Sale are released from any guarantee of such Indebtedness
or preferred stock in connection with such Asset Sale;



 


		(iv)	consideration consisting of Indebtedness of the Company or any of its Restricted Subsidiaries or
preferred stock of an Obligor other than the Company which is either repaid in full or cancelled in connection with such Asset
Sale; and



 


		(v)	any Capital Stock or assets of the kind referred to in paragraphs (b) or (d) of
Clause 1.2 below,



 


provided
that, in no event will the Company or any of its Restricted Subsidiaries sell, lease, convey or otherwise dispose of
all or part of the Specified Asset other than to an Obligor.


 






    175


     


    

 


		1.2	Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company (or the applicable
Restricted Subsidiary, as the case may be) may apply such Net Proceeds:



  


		(a)	to repay, repurchase, prepay or redeem (i) Indebtedness under the Facility and correspondingly
reduce commitments with respect thereto, (ii) Indebtedness of a Restricted Subsidiary of the Company that is not a Guarantor
to the extent that such Indebtedness is not subordinated in right of payment to the Facility and any guarantee thereof, (iii) the
Notes pursuant to an offer to all holders of Notes at a purchase price equal to 100 per cent. of the principal amount, plus accrued
and unpaid interest and Make-Whole Amount, if any, to the date of purchase (a “Notes Offer”) or (iv) obligations
under any pari passu Indebtedness (other than the Notes) that is secured by a Lien on the Collateral that ranks equal to
the Lien on the Collateral securing the Facility and any guarantee thereof and that is not subordinated in right of payment to
the Facility hereunder or under any other Finance Document, and, if the Indebtedness repaid is revolving credit Indebtedness, to
correspondingly reduce commitments with respect thereto, concurrently with an Excess Proceeds Prepayment Offer;



 


		(b)	to acquire (or enter into a binding agreement to acquire, provided that such commitment
will be subject only to customary conditions (other than financing) and such acquisition will be consummated within 180 days after
the end of such 360 day period) all or substantially all of the assets of, or any Capital Stock of, another Permitted Business,
if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary
of the Company;



 


		(c)	to make a capital expenditure; or



 


		(d)	to acquire (or enter into a binding agreement to acquire, provided that such commitment
will be subject only to customary conditions (other than financing) and such acquisition will be consummated within 180 days after
the end of such 360 day period) other assets (other than Capital Stock) that are not classified as current assets under IFRS and
that are used or useful in a Permitted Business,



 


provided,
however, that pending the final application of any Net Proceeds, the Company (or the applicable Restricted Subsidiary)
may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by
the Finance Documents.


 


		1.3	Any Net Proceeds from Asset Sales that are not applied or invested as provided in Clause 1.2
will constitute “Excess Proceeds”.



 


		1.4	When the aggregate amount of Excess Proceeds exceeds £15,000,000, within five Business Days
thereof, the Company will make an offer (an “Excess Proceeds Prepayment Offer”) to the Lenders and may make
an offer to all holders of the Notes or other Indebtedness that is pari passu with the Facility and any guarantee thereof
containing provisions similar to those set forth in this Agreement with respect to offers to purchase, prepay, cancel or redeem
with the proceeds of sales of assets in accordance with this Clause 1 (Asset Sales) to purchase, prepay, redeem or cancel
the maximum principal amount of and correspondingly reduce commitments with respect thereto or cancel the Facility, the Notes and
such other pari passu Indebtedness (plus accrued interest on the Indebtedness and the amount of all fees and expenses, including
premiums, incurred in connection therewith) that may be purchased, prepaid, redeemed or cancelled out of the Excess Proceeds. The
offer price in any Excess Proceeds Prepayment Offer will be equal to 100 per cent. of the principal amount to be prepaid, plus
accrued and unpaid interest and Additional Amounts, if any, to the date of prepayment or cancellation. If any Excess Proceeds remain
after consummation of an Excess Proceeds Prepayment Offer, the Company and its Restricted Subsidiaries may use those Excess Proceeds
for any purpose not otherwise prohibited by this Agreement. If the aggregate principal amount of the Facility, the Notes and any
other Indebtedness that is pari passu with the Facility and any guarantee thereof tendered into (or required to be prepaid,
redeemed or cancelled in connection with) such Excess Proceeds Prepayment Offer exceeds the amount of Excess Proceeds, or if the
aggregate principal amount of the Facility exceeds the amount of Net Proceeds to be so applied, such Net Proceeds shall be allocated
to prepay the Facility, such Notes and such other Indebtedness that is pari passu with the Facility and any guarantee thereof
to be prepaid on a pro rata basis based on the amounts tendered or required to be prepaid, redeemed or cancelled. For the purposes
of calculating the principal amount of any such Indebtedness not denominated in US Dollars, such Indebtedness shall be calculated
by converting any such principal amounts into their US Dollar Equivalent determined as of the Business Day immediately prior to
the date on which the Excess Proceeds Prepayment Offer is announced. Upon completion of each Excess Proceeds Prepayment Offer,
the amount of Excess Proceeds will be reset at zero.



 






    176


     


    

  


		2.	Restricted Payments



 


		2.1	The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly
or indirectly:



 


		(a)	declare or pay any dividend or make any other payment or distribution on account of the Company’s
or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any
merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the
Company’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or
distributions payable in Equity Interests (other than Disqualified Stock) of the Company and other than dividends or distributions
payable to the Company or any of its Restricted Subsidiaries);



 


		(b)	purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection
with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent entity
of the Company;



 


		(c)	make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire
for value any Indebtedness of the Company or any Obligor that is contractually subordinated to the Facility and any guarantee thereof
(excluding (i) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries or (ii) the
purchase, repurchase, redemption, defeasance or other acquisition or retirement of any Indebtedness of the Company or any Obligor
that is contractually subordinated to the Facility or the guarantee thereof purchased 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);



 


		(d)	make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire
for value any Subordinated Shareholder Funding; or



 


		(e)	make any Restricted Investments,



 


(all such payments and other
actions set forth in the foregoing paragraphs (a) through (e) above being collectively referred to as “Restricted
Payments”), unless, at the time of and after giving effect to such Restricted Payment:


 


		(i)	no Default or Event of Default has occurred and is continuing or would occur as a consequence of
such Restricted Payment;



 






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		(ii)	the Company would, at the time of such Restricted Payment and after giving pro forma effect
thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted
to incur at least £1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in paragraph
(a) of Clause 3.1 (Incurrence of Indebtedness and Issuance of Preferred Stock) below; and



  


		(iii)	such Restricted Payment, together with the aggregate amount of all other Restricted Payments made
by the Company and its Restricted Subsidiaries since the Closing Date (excluding Restricted Payments permitted by paragraphs (b),
(c), (e), (f), (g), (h), (i), (j), (k), (m) and (n) of Clause 2.2 (Restricted Payments)) is less than the
sum, without duplication, of:



 


		(A)	50 per cent. of the Consolidated Net Income of the Company for the period (taken as one accounting
period) from the beginning of the first fiscal quarter commencing after June 30, 2015 to the end of the Company’s most
recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or,
if such Consolidated Net Income for such period is a deficit, less 100 per cent. of such deficit); plus



 


		(B)	100 per cent. of the aggregate net cash proceeds received by the Company since the 2015 Closing
Date as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified
Stock and Excluded Contributions) or from Subordinated Shareholder Funding or from the issue or sale of convertible or exchangeable
Disqualified Stock of the Company or convertible or exchangeable debt securities of the Company, in each case that have been converted
into or exchanged for Equity Interests of the Company (including such cash proceeds received in connection with any such conversion
or exchange) (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Company), excluding,
in each case, any such contribution that constitutes Relevant Equity; plus



 


		(C)	to the extent that Restricted Investments which were made after the 2015 Closing Date are sold
for cash and/or Cash Equivalents or otherwise liquidated or repaid for cash and/or Cash Equivalents, the lesser of (x) the
cash return of capital with respect to such Restricted Investments (less the cost of disposition, if any) and (y) the initial
amount of such Restricted Investments; plus



 


		(D)	to the extent that any Unrestricted Subsidiary of the Company designated as such after the 2015
Closing Date is redesignated as a Restricted Subsidiary after the 2015 Closing Date, the lesser of (i) the Fair Market Value
of the Company’s Investment in such Subsidiary as of the date of such redesignation or (ii) such Fair Market Value as
of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary after the 2015 Closing Date; plus



 


		(E)	upon the full and unconditional release of a Restricted Investment that is a guarantee made by
the Company or one of its Restricted Subsidiaries to any Person, an amount equal to the amount of such guarantee; plus



 






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		(F)	the initial amount of any Restricted Investment made after the 2015 Closing Date in a Person that
becomes a Restricted Subsidiary; plus



 


		(G)	100 per cent. of any dividends received in cash by the Company or a Restricted Subsidiary after
the 2015 Closing Date from an Unrestricted Subsidiary, to the extent that such dividends were not otherwise included in the Consolidated
Net Income of the Company for such period.



 


		2.2	If no Default or Event of Default has occurred and is continuing or would occur as a consequence
of such Restricted Payment, the provisions of Clause 2.1 (Restricted Payments) will not prohibit:



 


		(a)	the payment of any dividend or the consummation of any irrevocable redemption within 60 days after
the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or
notice, the dividend or redemption payment would have complied with the provisions of this Agreement;



 


		(b)	the making of any Restricted Payment in exchange for, or out of or with the net cash proceeds of
the substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified
Stock) or from the substantially concurrent contribution of common equity capital or Subordinated Shareholder Funding to the Company;
(excluding any such contribution that constitutes Relevant Equity) provided that the amount of any such net cash proceeds
that are utilized for any such Restricted Payment will be excluded from paragraph (iii)(B) of Clause 2.1 above;



 


		(c)	the repurchase, redemption, defeasance or other acquisition or retirement for value of (i) Indebtedness
of the Company or any Obligor that is contractually subordinated to the Facility and any guarantee thereof with the net cash proceeds
from a substantially concurrent incurrence of Permitted Refinancing Indebtedness; or (ii) Indebtedness of the Company or any
Obligor that is subordinated in right of payment to the Facility or any guarantee thereof (other than any Indebtedness so subordinated
and held by Affiliates of the Company) upon a Note Change of Control or an Asset Sale to the extent required by the agreements
governing such Indebtedness, but only if, prior to offering to purchase, purchasing or repaying such Indebtedness, (x) the
Company shall have complied with its obligations under Clause 1 (Asset Sales) and shall have prepaid the full principal
amount of the Facility required to be prepaid under Clause 1 (Asset Sales) and (y) the Obligors shall have otherwise
complied with the terms of this Agreement;



 


		(d)	the repurchase, redemption or other acquisition or retirement for value of any Equity Interests
of the Company, any of its Restricted Subsidiaries or any Parent Entity held by any current or former officer, director, employee
or consultant of the Company or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option
agreement, shareholders’ agreement, employment agreements, or similar agreements or stock option plans; provided that
the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed £3,000,000
in any twelve month period; but provided, further, that such amount in any twelve-month period may be increased
by an amount not to exceed the cash proceeds received by the Company or any of its Restricted Subsidiaries from the sale of Equity
Interests of the Company, any of its Restricted Subsidiaries or any Parent Entity to current or former officers, directors, employees
or consultants of the Company, any of its Restricted Subsidiaries or any Parent Entity to the extent the cash proceeds from the
sale of Equity Interests have not otherwise been applied to the making of Restricted Payments pursuant to paragraph (iii) of
Clause 2.1 (Restricted Payments) and do not constitute Relevant Equity;



 






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		(e)	the repurchase of Equity Interests of the Company or any Parent Entity deemed to occur upon the
exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options;



 


		(f)	the declaration and payment of regularly scheduled or accrued dividends to holders of any class
or series of Disqualified Stock of the Company or any preferred stock of any Restricted Subsidiary issued on or after the 2015
Closing Date in accordance with the Fixed Charge Coverage Ratio test set forth in paragraph (a) of Clause 3.1 (Incurrence
of Indebtedness and Issuance of Preferred Stock);



 


		(g)	payments of cash, dividends, distributions, advances or other Restricted Payments by the Company
or any of its Restricted Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares upon (x) the
exercise of options or warrants or (y) the conversion or exchange of Capital Stock of any such Person;



 


		(h)	the payment of any dividend (or, in the case of any partnership or limited liability company, any
similar distribution) by a Restricted Subsidiary of the Company to the holders of its Equity Interests on a pro rata basis;



 


		(i)	payments pursuant to any tax sharing agreement or arrangement relating to taxes among the Company
and its Subsidiaries and other Persons with which the Company or any of its Subsidiaries is required or permitted to file a consolidated
tax return or with which the Company or any of its Restricted Subsidiaries is a part of a group for tax purposes; provided,
however, that such payments will not exceed the amount of tax that the Company and its Subsidiaries would owe on a standalone
basis and the related tax liabilities of the Company and its Subsidiaries are relieved thereby;



 


		(j)	the declaration and payment of dividends or other distributions, or the making of loans, by the
Company or any of its Restricted Subsidiaries to any Parent Entity in amounts and at times required to pay:



 


		(i)	franchise taxes and other fees, taxes and expenses required to maintain the corporate existence
of any Parent Entity;



 


		(ii)	general corporate overhead expenses of any Parent Entity to the extent such expenses are attributable
to the ownership or operation of the Company and its Restricted Subsidiaries or related to the proper administration of such Parent
Entity, including (i) fees and expenses properly incurred in the ordinary course of business to auditors and legal advisors;
and (ii) payments in respect of services provided by directors, officers or employees of any such Parent Entity, not to exceed
 £3,000,000 in any calendar year;



 


		(iii)	any income taxes (including, for the avoidance of doubt, United Kingdom corporation tax), to the
extent such income taxes are attributable to the income or ownership of the Company and any of 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 or ownership of such Unrestricted Subsidiaries;



  






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		(iv)	costs (including all professional fees and expenses) incurred by any Parent Entity 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, the Finance Documents or any other agreement or instrument
relating to Indebtedness of the Company or any of its Restricted Subsidiaries, including in respect of any reports filed with respect
to the Securities Act, Exchange Act or the respective rules and regulations promulgated thereunder; and



 


		(v)	fees and expenses of any Parent Entity incurred in relation to any public offering or other sale
of Capital Stock or Indebtedness (A) where the net proceeds of such offering or sale are intended to be received by or contributed
to the Company or any of its Restricted Subsidiaries; (B) in a prorated amount of such expenses in proportion to the amount
of such net proceeds intended to be so received or contributed; or (C) otherwise on an interim basis prior to completion of
such offering so long as any Parent Entity will 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;



 


		(k)	so long as the Consolidated EBITDA of the Company is equal to or greater than £250,000,000
for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding
the date of such Restricted Payment, any Restricted Payment;



 


		(l)	following a Public Equity Offering that results in a Public Market of the Capital Stock of the
Company or any Parent Entity, the payment of dividends on the Capital Stock of the Company up to 6 per cent. per annum of the net
cash proceeds received by the Company in any such Public Equity Offering or any subsequent public offering of such Capital Stock,
or the net cash proceeds of any such Public Equity Offering or subsequent public offering of such Capital Stock of any Parent Entity
that are contributed in cash to the Company’s equity (other than through the issuance of Disqualified Stock); provided
that if such Public Equity Offering was of Capital Stock of a Parent Entity, the net proceeds of any such dividend are used
to fund a corresponding dividend in equal or greater amount on the Capital Stock of such Parent Entity;



 


		(m)	to the extent constituting a Restricted Payment, any transfer, assignment or novation by MUL and/or
any other member of the Restricted Group of all or any portion of the assets described in paragraph (a) of the definition
of “New Holdco Business” to any member of the New Holdco Group made in accordance with a Permitted Reorganisation,
including without limitation the transfer of employees, assets (including goodwill) and/or relevant partner or supplier contracts;
or



 


		(n)	other Restricted Payments in an aggregate amount not to exceed £160,000,000 since the 2015
Closing Date.



 


		2.3	The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date
of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Restricted
Subsidiary, as the case may be, pursuant to the Restricted Payment.



 


		3.	Incurrence of Indebtedness and Issuance of Preferred Stock



 


		3.1	The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly
or indirectly, create, incur, issue, assume, guarantee or otherwise become or remain directly or indirectly liable, contingently
or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Company
will not, and will not permit any other Obligor to, issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries
to issue any shares of preferred stock; provided, however, that:



 






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		(a)	subject to Clause 3.3 below, the Company may incur Indebtedness (including Acquired Debt)
or issue Disqualified Stock, the Obligors (other than the Company) may issue Disqualified Stock, and the Obligors (other than the
Company) and New Holdco or any Restricted Subsidiary that is a Subsidiary of New Holdco (including without limitation, Sponsorship
Newco) may incur Indebtedness (including Acquired Debt) or issue preferred stock, if the Fixed Charge Coverage Ratio for the Company’s
most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date
on which such additional Indebtedness is incurred or such Disqualified Stock or such preferred stock is issued, as the case may
be, would have been at least 2.0 to 1.0, in each case, determined on a pro forma basis (including a pro forma application
of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred
stock had been issued, as the case may be, at the beginning of such four-quarter period provided that, if the Indebtedness
is to be incurred by New Holdco or any Restricted Subsidiary that is a Subsidiary of New Holdco (including without limitation,
Sponsorship Newco) the creditor(s) or, as the case may be, representative of such creditor(s) of such Indebtedness shall
have become party to the Intercreditor Agreement or entered into an intercreditor agreement providing for pro-rata sharing of enforcement
proceeds or payments upon default among such creditors and the Lenders and otherwise satisfactory to the Agent (acting reasonably
and in good faith), provided that the terms of such intercreditor agreement are no more onerous to New Holdco and its Subsidiaries
than the terms of the Intercreditor Agreement; and



  


		(b)	if the Indebtedness to be incurred is Senior Secured Indebtedness, subject to Clause 3.3 below,
the Obligors, New Holdco or any Restricted Subsidiary that is a Subsidiary of New Holdco (including without limitation, Sponsorship
Newco) may incur such Senior Secured Indebtedness if the Consolidated Senior Secured Leverage Ratio for the Company’s most
recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on
which such additional Indebtedness is incurred is less than 4.0 to 1.0 determined on a pro forma basis (including a pro
forma application of the net proceeds therefrom), as if such Indebtedness had been incurred at the beginning of such four-quarter
period provided that, if the Senior Secured Indebtedness to be incurred is to be incurred by New Holdco or any Restricted
Subsidiary that is a Subsidiary of New Holdco (including without limitation, Sponsorship Newco) the creditor(s) or, as the
case may be, representative of such creditor(s) of such Indebtedness shall have become party to the Intercreditor Agreement
or entered into an intercreditor agreement providing for pro-rata sharing of enforcement proceeds or payments upon default among
such creditors and the Lenders and otherwise satisfactory to the Agent (acting reasonably and in good faith), provided that the
terms of such intercreditor agreement are no more onerous to New Holdco and its Subsidiaries than the terms of the Intercreditor
Agreement.



 


		3.2	Subject to Clause 3.3 below, Clause 3.1 will not prohibit the incurrence of any of the following
items of Indebtedness (collectively, the “Permitted Debt”):



 


		(a)	the incurrence of Indebtedness under this Agreement;



 


		(b)	the incurrence by the Company and its Restricted Subsidiaries of Existing Indebtedness;



 






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		(c)	Indebtedness under the BAML Facility in an aggregate principal amount at any one time outstanding
not to exceed $225.0 million (or its equivalent in any other currency or currencies);



 


		(d)	the incurrence by the Company and the Obligors of Indebtedness evidenced by the Notes and the Note
Guarantee;



 


		(e)	Indebtedness under the Existing Facility in an aggregate principal amount at any one time outstanding
(with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its
Restricted Subsidiaries thereunder) not to exceed £150.0 million;



  


		(f)	the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented
by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing
or refinancing all or any part of the purchase price or cost of design, construction, lease, installation or improvement of property
(real or personal), plant or equipment used or useful in a Permitted Business, in an aggregate principal amount, including all
Permitted Refinancing Indebtedness incurred in exchange for, or the net proceeds of which were used to renew, refund, refinance,
replace, defease or discharge any Indebtedness incurred pursuant to this paragraph (f), not to exceed £50,000,000 at
any time outstanding;



 


		(g)	the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness
in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness
(other than intercompany Indebtedness) that was permitted by the Finance Documents to be incurred under Clause 3.1 or any
of paragraphs (b), (c), (d), (e), (f), (g) or (m) of this Clause 3.2;



 


		(h)	the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness
between or among the Company and any of such Restricted Subsidiaries; provided, however, that:



 


		(i)	if any Obligor is the obligor on such Indebtedness and the payee is not an Obligor, such Indebtedness
must be unsecured and expressly subordinated to the prior payment in full in cash of all obligations then due with respect to the
Facility and the Finance Documents; and



 


		(ii)	(A) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness
being held by a Person other than the Company or a Restricted Subsidiary of the Company and (B) any sale or other transfer
of any such Indebtedness to a Person that is neither the Company nor a Restricted Subsidiary of the Company, will be deemed, in
each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that
was not permitted by this paragraph (h);



 


		(i)	the issuance by any Restricted Subsidiary of the Company to the Company or to any of the Company’s
Restricted Subsidiaries of shares of preferred stock; provided, however, that:



 


		(i)	any subsequent issuance or transfer of Equity Interests that results in any such preferred stock
being held by a Person other than the Company or any of its Restricted Subsidiaries; and



 






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		(ii)	any sale or other transfer of any such preferred stock to a Person that is neither the Company
nor any of its Restricted Subsidiaries,



 


will be deemed, in each case, to
constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this paragraph (i);


 


		(j)	the incurrence by the Company or any Restricted Subsidiary of Hedging Obligations in the ordinary
course of business and not for speculative purposes;



 


		(k)	the Guarantee by the Company or any of its Restricted Subsidiaries of Indebtedness of the Company
or any of its Restricted Subsidiaries to the extent that the guaranteed Indebtedness was permitted to be incurred by another provision
of this Clause 3.2; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with
the Facility and any guarantee thereof, then the Guarantee must be subordinated or pari passu, as applicable, to the same
extent as the Indebtedness guaranteed;



  


		(l)	the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in respect
of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, customs, VAT and other tax guarantees,
performance and surety bonds in the ordinary course of business;



 


		(m)	the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from
the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient
funds, so long as such Indebtedness is covered within five Business Days;



 


		(n)	Indebtedness of any Person outstanding on the date on which such Person becomes a Restricted Subsidiary
of the Company 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 of its Restricted Subsidiaries (other than Indebtedness incurred to provide
all or any portion of the funds used to consummate the transaction or series of related transactions pursuant to which such Person
became a Restricted Subsidiary of the Company or was otherwise acquired by the Company or any of its Restricted Subsidiaries);
provided, however, with respect to this paragraph (1), that at the time of the acquisition or other transaction pursuant to
which such Indebtedness was deemed to be incurred the Company would have been able to incur £1.00 of additional Indebtedness
pursuant to paragraph (a) of Clause 3.1 after giving pro forma effect to the incurrence of such Indebtedness
pursuant to this paragraph (n);



 


		(o)	Indebtedness arising from agreements of the Company or any of its Restricted Subsidiaries providing
for customary indemnification, obligations in respect of earnouts 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 Equity Interests of a Subsidiary, provided that 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; and



 


		(p)	the incurrence by New Holdco, Sponsorship Newco or any Restricted Subsidiary that is a Subsidiary
of New Holdco of Intra-Group Liabilities (as defined in the Intercreditor Agreement) or Subordinated Liabilities (as defined by
the Intercreditor Agreement),



 






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provided,
however, that New Holdco or any Restricted Subsidiary that is a Subsidiary of New Holdco (including without limitation,
Sponsorship Newco) shall not be permitted to incur Indebtedness pursuant to paragraphs (a) and (f) of this Clause 3.2.


 


		3.3	No Obligor will incur any Indebtedness (including Permitted Debt) that is contractually subordinated
in right of payment to any other Indebtedness of the Obligors unless such Indebtedness is also contractually subordinated in right
of payment to the Facility and any guarantee thereof on substantially identical terms; provided, however, that no Indebtedness
will be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Obligors solely by virtue
of being unsecured or by virtue of being secured on a junior priority basis.



  


		3.4	For purposes of determining compliance with this Clause 3, in the event that an item of Indebtedness
meets the criteria of more than one of the categories of Permitted Debt described in paragraphs (a) through (p) of
Clause 3.2 above, or is entitled to be incurred pursuant to paragraph (a) of Clause 3.1, the Company will be
permitted to classify such item of Indebtedness on the date of its incurrence or later reclassify all or a portion of such item
of Indebtedness, in any manner that complies with this Clause 3. Indebtedness under the Facility will be deemed to have been incurred
under paragraph (a) of Clause 3.2 only. The accrual of interest or preferred stock dividends, the accretion or amortization
of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms,
the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends
on preferred stock or Disqualified Stock in the form of additional shares of the same class of preferred stock or Disqualified
Stock will not be deemed to be an incurrence of Indebtedness or an issuance of preferred stock or Disqualified Stock for purposes
of this Clause 3; provided, in each such case, that the amount of any such accrual, accretion or payment is included in Consolidated
Interest Expense of the Company as accrued. Notwithstanding any other provision of this Clause 3, the maximum amount of Indebtedness
that the Company or any of its Restricted Subsidiaries may incur pursuant to this Clause 3 shall not be deemed to be exceeded solely
as a result of fluctuations in exchange rates or currency values.



 


		3.5	The amount of any Indebtedness outstanding as of any date will be:



 


		(a)	the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue
discount;



 


		(b)	the principal amount of the Indebtedness, in the case of any other Indebtedness;



 


		(c)	in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person,
the lesser of:



 


		(i)	the Fair Market Value of such assets at the date of determination; and



 


		(ii)	the amount of the Indebtedness of the other Person; and



 


		(d)	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 will 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 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-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 will be deemed not to have been exceeded so long as the
principal amount of such Permitted Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced;
and (ii) if and for so long as any such Indebtedness is subject to an agreement intended to protect against fluctuations in
currency exchange rates 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.



 






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		4.	Liens



  


The Company will not and will
not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or otherwise cause or
suffer to exist or become effective any Lien of any kind securing Indebtedness upon any of their property or assets, now owned
or hereafter acquired, except (a) in the case of any property or asset that does not constitute Collateral, Permitted Liens
and (b) in the case of any property or asset that constitutes Collateral, Permitted Collateral Liens.


 


		5.	Limitation on Sale and Leaseback Transactions



 


		5.1	The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any
sale and leaseback transaction with a Person other than the Company or a Restricted Subsidiary of the Company; provided that
any Obligor may enter into a sale and leaseback transaction if:



 


		(a)	such Obligor could have (i) incurred Indebtedness in an amount equal to the Attributable Debt
relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in paragraph (a) of Clause 3.1
(Incurrence of Indebtedness and Issuance of Preferred Stock) above and (ii) incurred a Lien to secure such Indebtedness
pursuant to Clause 4 (Liens);



 


		(b)	the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market
Value, as determined in good faith by the Board of Directors of the Company of the property that is the subject of that sale and
leaseback transaction; and



 


		(c)	the transfer of assets in that sale and leaseback transaction is permitted by, and the Company
applies the proceeds of such transaction in compliance with Clause 1 (Asset Sales).



 


		6.	Dividend and other Payment Restrictions Affecting Restricted Subsidiaries



 


		6.1	The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly
or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted
Subsidiary to:



 


		(a)	pay dividends or make any other distributions on its Capital Stock to the Company or any of its
Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness
owed to the Company or any of its Restricted Subsidiaries;



 


		(b)	make loans or advances to the Company or any of its Restricted Subsidiaries; or



 


		(c)	sell, lease or transfer any of its properties or assets to the Company or any of its Restricted
Subsidiaries.



 






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		6.2	The restrictions in Clause 6.1 above will not apply to encumbrances or restrictions existing under
or by reason of:



 


		(a)	agreements governing Existing Indebtedness and any agreement as in effect at or entered into on
the Closing Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings
of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements
or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions
than those contained in those agreements on the Closing Date;



 


		(b)	the Existing Facility, the Notes, the Note Guarantee, the BAML Facility, the Intercreditor Agreement
and the Transaction Security Documents;



  


		(c)	agreements governing other Indebtedness permitted to be incurred under Clause 3 (Incurrence
of Indebtedness and Issuance of Preferred Stock) and any amendments, restatements, modifications, renewals, supplements, refundings,
replacements or refinancings of those agreements; provided that the restrictions therein are not materially more restrictive,
taken as a whole, than those contained in the Finance Documents;



 


		(d)	applicable law, rule, regulation or order;



 


		(e)	any agreement or instrument of or Capital Stock of a Person acquired by the Company or any of its
Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such agreement or instrument was entered
into or incurred in connection with or in contemplation of such acquisition) and any amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacements or refinancings of any such agreement or instrument, provided that the
amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are (i) no
more restrictive or (ii) not materially less favorable as determined in good faith by the Company, than the dividend and other
payment restrictions contained in such instrument at the time of such acquisition, which encumbrance or restriction is not applicable
to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;
provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be incurred;



 


		(f)	customary non-assignment provisions in contracts, leases and licenses entered into in the ordinary
course of business;



 


		(g)	purchase money obligations for property acquired in the ordinary course of business and Capital
Lease Obligations that impose restrictions on the property purchased or leased of the nature described in paragraph (c) of
Clause 5 (Limitation on Sale and Leaseback Transactions);



 


		(h)	any agreement for the sale or other disposition of the Capital Stock or all or substantially all
of the property and assets of a Restricted Subsidiary of the Company that restricts distributions by that Restricted Subsidiary
pending its sale or other disposition;



 


		(i)	Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements
governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in
the agreements governing the Indebtedness being refinanced;



 






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		(j)	Liens permitted to be incurred under Clause 4 (Liens) that limit the right of the debtor
to dispose of the assets subject to such Liens;



 


		(k)	provisions limiting the disposition or distribution of assets or property in joint venture agreements,
asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered
into in connection with a Restricted Investment) entered into with the approval of the Company’s Board of Directors, which
limitation is applicable only to the assets that are the subject of such agreements;



 


		(l)	restrictions 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 contracts entered into in the ordinary course of business;



  


		(m)	Hedging Obligations entered into from time to time;



 


		(n)	any mortgage financing or mortgage refinancing that imposes restrictions on the real property (including
any heritage building rights) securing such Indebtedness; and



 


		(o)	agreements governing Indebtedness incurred pursuant to paragraphs (e) and (o) of
Clause 3.2 (Incurrence of Indebtedness and Issuance of Preferred Stock) by a Restricted Subsidiary of the Company that
is an Excluded Subsidiary under paragraph (d) of the definition thereof, provided that any encumbrance or restriction
in any such agreement is not applicable to any Person, or the properties or assets of any other Person, other than such Restricted
Subsidiary or its property or assets.



 


		7.	Merger, Consolidation, etc.



 


		7.1	The Company and Red Football Junior Limited, will not, directly or indirectly: (x) consolidate
or merge with or into another Person, whether or not the Company is the surviving corporation, or (y) sell, assign, transfer,
convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries
taken as a whole, in one or more related transactions, to another Person, unless:



 


		(a)	either:



 


		(i)	the Company, Red Football Junior Limited or, as the case may be, MUL is the surviving corporation;
or



 


		(ii)	the Person formed by or surviving any such consolidation or merger (if other than the Company,
Red Football Junior Limited or MUL) or to which such sale, assignment, transfer, conveyance or other disposition has been made
is an entity organized or existing under the laws of any Permitted Jurisdiction;



 


		(b)	the Person formed by or surviving any such consolidation or merger (if other than the Company,
Red Football Junior Limited or MUL) or the Person to which such sale, assignment, transfer, conveyance or other disposition has
been made assumes all the obligations of the Company, Red Football Junior Limited or, as the case may be, MUL under the Finance
Documents to which the Company, Red Football Junior Limited or MUL (as applicable) is a party pursuant to agreements reasonably
satisfactory to the Agent (acting on the instructions of the Majority Lenders);



 


		(c)	immediately after such transaction, no Default or Event of Default exists;



 






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		(d)	the Company, Red Football Junior Limited or MUL (as applicable) or the Person formed by or surviving
any such consolidation or merger (if other than the Company, Red Football Junior Limited or MUL (as applicable), or to which such
sale, assignment, transfer, conveyance or other disposition has been made, on the date of such transaction after giving pro
forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable
four-quarter period, (i) would be permitted to incur at least £1.00 of additional Indebtedness pursuant to the Fixed
Charge Coverage Ratio test set forth in paragraph (a) of Clause 3.1 (Incurrence of Indebtedness and Issuance
of Preferred Stock) or (ii) the Fixed Charge Coverage Ratio would not be less than it was prior to such transaction; and



 


		(e)	the Company delivers to the Agent an Officers’ Certificate and opinion of counsel, in each
case, stating that such consolidation, merger or transfer and assumption of obligations under the Finance Documents comply with
this Clause 7.1.



  


		7.2	Except as otherwise provided in this Clause 7, no Obligor (other than an Obligor whose Guarantee
is to be released in accordance with this Agreement) may sell or otherwise dispose of all or substantially all of its assets to,
or consolidate with or merge with or into (whether or not such Obligor is the surviving Person) another Person, other than a sale
or disposal to, or consolidation or merger with or into, the Company or another Obligor unless:



 


		(a)	either:



 


		(i)	such Obligor is the surviving Person; or



 


		(ii)	the Person acquiring the property in any such sale or disposition or the Person formed by or surviving
any such consolidation or merger (if other than such Obligor) (A) is organized under the laws of a Permitted Jurisdiction
and (B) assumes all the obligations of that Obligor under the Finance Documents to which such Obligor is a party pursuant
to agreements reasonably satisfactory to the Agent (acting on the instructions of the Majority Lenders),



 


provided that, in either case,
immediately after giving effect to that transaction, no Default or Event of Default exists; or


 


		(b)	in the case only of an Obligor that is not the Borrower, the Company or Red Football Junior Limited,
the Net Proceeds of such sale are applied in accordance with the applicable provisions of the Finance Documents.



 


		7.3	In addition, no Obligor will, directly or indirectly, lease all or substantially all of the properties
and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person.



 


		7.4	Notwithstanding the foregoing, neither this Clause 7 nor Clause 11.2 will restrict (a) the
sale or other disposition of all or substantially all of the assets or merger or consolidation of (i) the Company or any Obligor
with, into or to any Obligor or (ii) any non-Obligor Restricted Subsidiary with, into or to the Company or any Obligor or
with, into or to any non-Obligor Restricted Subsidiary or (b) any Permitted Reorganisation. Paragraph (d) of Clause 7.1
above will not apply to any sale or other disposition of all or substantially all of the assets or merger or consolidation of the
Company or any Obligor with, into or to an Affiliate solely for the purpose of reincorporating the Company or such Obligor in a
Permitted Jurisdiction for tax reasons; provided that any such transaction is consummated in accordance with the terms hereunder.



 






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		8.	Transactions with Affiliates



 


		8.1	The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, make
any payment to or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with,
or for the benefit of, any Affiliate of the Company (each, an “Affiliate Transaction”), unless:



 


		(a)	the Affiliate Transaction is on terms that are no less favorable to the Company or the relevant
Restricted Subsidiary than those that would have been obtained in a comparable arm’s-length transaction by the Company or
such Restricted Subsidiary with a Person who is not an Affiliate of the Company or any of its Restricted Subsidiaries; and



 


		(b)	the Company delivers to the Agent:



  


		(i)	with respect to any Affiliate Transaction or series of related Affiliate Transactions involving
aggregate consideration in excess of £10,000,000, a resolution of the Board of Directors of the Company set forth in an Officers’
Certificate certifying that such Affiliate Transaction complies with this Clause 8 and that such Affiliate Transaction has been
approved by a majority of the disinterested members of the Board of Directors of the Company or, if there are no disinterested
directors in respect of such Affiliate Transaction, an opinion as to the fairness to the Company or such Subsidiary of such Affiliate
Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of international standing;
and



 


		(ii)	with respect to any Affiliate Transaction or series of related Affiliate Transactions involving
aggregate consideration in excess of £20,000,000, an opinion as to the fairness to the Company or such Subsidiary of such
Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of international
standing.



 


Provided,
however, that, the following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject
to the foregoing provisions of this Clause 8:


 


		(c)	any employment agreement, collective bargaining agreement, consultant agreement, employee benefit
arrangements with any employee, consultant, officer or director of the Company or any of its Restricted Subsidiaries, including
under any stock option, stock appreciation rights, stock incentive or similar plans, entered into in the ordinary course of business;



 


		(d)	transactions between or among the Company and/or its Restricted Subsidiaries;



 


		(e)	transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate
of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls,
such Person;



 


		(f)	payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity
arrangements or otherwise) of officers, directors, employees or consultants of the Company or any of its Restricted Subsidiaries;



 


		(g)	any issuance of Equity Interests (other than Disqualified Stock) or Subordinated Shareholder Funding
of the Company to Affiliates of the Company;



 


		(h)	Restricted Payments that do not violate the provisions of Clause 2 (Restricted Payments);



 






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		(i)	Permitted Investments (other than Permitted Investments described in paragraphs (c), (m) and
(o) of the definition thereof);



 


		(j)	transactions pursuant to, or contemplated by, any agreement in effect on the Closing Date and transactions
pursuant to any amendment, modification or extension to such agreement, so long as such amendment, modification or extension, taken
as a whole, is not materially more disadvantageous to the Lenders than the original agreement as in effect on the Closing Date;



 


		(k)	transactions with customers, clients, suppliers, or purchasers or sellers of goods or services,
in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the
Company or its Restricted Subsidiaries, in the reasonable determination of the members of the Board of Directors of the Company
or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from
an unaffiliated Person;



  


		(l)	any payments or other transactions pursuant to a tax sharing agreement or arrangement relating
to taxes between the Company and any other Person or a Restricted Subsidiary of the Company and any other Person with which the
Company or any of its Restricted Subsidiaries files a consolidated tax return or with which the Company or any of its Restricted
Subsidiaries is part of a group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation;
provided, however, that any such tax sharing or arrangement and payment does not permit or require payments in excess of
the amounts of tax that would be payable by the Company and its Restricted Subsidiaries on a stand-alone basis; and



 


		(m)	Permitted Reorganisations.



 


		9.	Limitation on Issuances of Guarantees of Indebtedness



 


		9.1	The Company will not cause or permit any of its Restricted Subsidiaries which are not Obligors,
directly or indirectly, to guarantee, assume or in any manner become liable, whether as a borrower, an additional or co-borrower
or otherwise, for or in respect of any other Indebtedness of the Company or any of the Company’s other Restricted Subsidiaries
unless such specified Restricted Subsidiary shall simultaneously accede to this Agreement as an Additional Guarantor.



 


		9.2	Notwithstanding the foregoing, without becoming a Guarantor pursuant to the provisions of this
Clause 9, New Holdco or any Restricted Subsidiary that is a New Holdco Subsidiary (including without limitation, Sponsorship Newco)
may directly or indirectly, guarantee, assume or in any manner become liable, whether as borrower, an additional or co-borrower
or otherwise, for or in respect any Indebtedness of New Holdco or any Restricted Subsidiary that is a New Holdco Subsidiary (including
without limitation, Sponsorship Newco) permitted to be incurred by New Holdco or any Restricted Subsidiary that is a New Holdco
Subsidiary (including without limitation, Sponsorship Newco) under Clause 3 (Incurrence of Indebtedness and Issuance of Preferred
Stock).



 


		9.3	Such Additional Guarantor will automatically and unconditionally be released under the same conditions
and circumstances that the guarantee of other Indebtedness will be released, so long as no Default or Event of Default would arise
as a result and no other Indebtedness is at that time guaranteed by the relevant Additional Guarantor that would have resulted
in the requirement that such Additional Guarantor become an Additional Guarantor pursuant to this Clause 9.



 






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		10.	Designation of Restricted and Unrestricted Subsidiaries



 


		10.1	The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted
Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary,
the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary
designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce
the amount available for Restricted Payments under Clause 2 (Restricted Payments) or under one or more paragraphs of
the definition of Permitted Investments, as determined by the Company. That designation will only be permitted if the Investment
would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.
The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation
would not cause a Default.



 


		10.2	Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced
to the Agent by filing with the Agent a certified copy of a resolution of the Board of Directors giving effect to such designation
and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted under
Clause 2 (Restricted payments). If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements
as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the Finance Documents
and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date
and, if such Indebtedness is not permitted to be incurred as of such date under Clause 3 (Incurrence of Indebtedness and
Issuance of Preferred Stock) the Company will be in default of such covenant. The Board of Directors of the Company may at
any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to
be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted
Subsidiary, and such designation will only be permitted if (i) such Indebtedness is permitted under Clause 3 (Incurrence
of Indebtedness and Issuance of Preferred Stock) calculated on a pro forma basis as if such designation had occurred
at the beginning of the applicable reference period; and (ii) no Default or Event of Default would be in existence following
such designation.



  


		11.	Limitation on Issuer Activities



 


		11.1	The Issuer will not create, incur, assume or suffer to exist any Lien over any of its property
or assets, or any proceeds therefrom, to secure Indebtedness, except for Liens to secure the Existing Facility, the Notes, the
BAML Facility, the Facility or other Indebtedness permitted to be incurred under the Finance Documents to the extent Liens securing
such Indebtedness are permitted to be incurred under the Finance Documents.



 


		11.2	The Issuer will not (i) merge, consolidate, amalgamate or otherwise combine with or into another
Person (whether or not the Issuer is the surviving corporation) or (ii) sell, assign, transfer, lease, convey or otherwise
dispose of any material property or assets to any Person in one or more related transactions, other than (A) in the case of
clause (i) or clause (ii), in accordance with Section 7 hereof, or (B) solely in the case of clause (ii), in connection
with the incurrence of a Permitted Collateral Lien.



 


		11.3	Until the date on which all Commitments have been cancelled and all amounts outstanding under the
Facility have been fully repaid, none of the Company nor any of its Restricted Subsidiaries will commence or take any action or
facilitate a winding-up, liquidation or other analogous proceeding in respect of the Issuer.



 


		12.	Limitation on Holding Company Activities



 


		12.1	The Company will not, at any time, own any assets or property other than cash and Cash Equivalents,
the Carrington Premises, Capital Stock in Red Football Junior Limited and MUL, assets that will be used to make a Restricted Payment
(other than a Restricted Investment) permitted by Clause 2 (Restricted Payments) promptly following receipt thereof
by the Company and other assets that are de minimis in nature.



 






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		12.2	Red Football Junior Limited will not, at any time, own any assets or property other than Capital
Stock in MUL and other assets that are de minimis in nature.



 


		12.3	In addition, neither the Company nor Red Football Junior Limited will trade, undertake any activity,
carry on any business, own any assets, enter into any arrangement or incur any liability other than:



 


		(a)	the ownership of shares of MUL and, in the case of the Company, Red Football Junior Limited or
any other direct Subsidiary of the Company and/or Red Football Junior Limited (an “Additional Subsidiary”) that
is a member of the Group, in each case to the extent such shares are subject to Transaction Security and provided that any Additional
Subsidiary is the only member of the Group (other than Red Football Junior Limited) in which the Company directly owns shares;



  


		(b)	the provision of administrative services (excluding treasury services) to its Subsidiaries of a
type customarily provided by a holding company to its Subsidiaries and the receipt of any amounts related thereto to the extent
expressly permitted under the Intercreditor Agreement;



 


		(c)	incurring Indebtedness permitted under Clause 3 (Incurrence of Indebtedness and Issuance
of Preferred Stock) (including activities reasonably incidental thereto, including performance of the terms and conditions
of such Indebtedness, to the extent such activities are otherwise permissible under the Finance Documents);



 


		(d)	rights and obligations arising under the Debt Documents;



 


		(e)	directly related or reasonably incidental to the establishment and/or maintenance of its corporate
existence; or



 


		(f)	the holding of bank accounts and the making of loans (including activities reasonably incidental
thereto) permitted by the Finance Documents, and the entry into any agreement in relation thereto.



  



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Definitions
in this Schedule:


 


“2015 Closing Date”
means 26 June 2015.


 


“Acquired Debt”
means, with respect to any specified Person:


 


		(a)	Indebtedness of any other Person existing at the time such other Person is merged with or into
or became a Restricted Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or
in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary; and



 


		(b)	Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.



 


“Additional Amounts”
has the meaning given to such term in the Note Purchase Agreement (in its form at the 2015 Closing Date).


 


“Affiliate”
means, at any time, and with respect to any Person, any other Person that at such time directly or indirectly through one or more
intermediaries Controls, or is Controlled by, or is under common Control with, such first Person, and, with respect to the Company,
shall include any Person beneficially owning or holding, directly or indirectly, 10 per cent. or more of any class of voting or
equity interests of the Company or any Subsidiary or any Person of which the Company and its Subsidiaries beneficially own or hold,
in the aggregate, directly or indirectly, 10 per cent. or more of any class of voting or equity interests. Unless the context otherwise
clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of the Company.


 


“Affiliate Transaction”
is defined in Clause 8 (Transactions with Affiliates).


 


“Asset Sale”
means:


 


		(a)	the sale, lease, conveyance or other disposition of any assets or rights by the Company or any
of its Restricted Subsidiaries; provided that the sale, lease, conveyance or other disposition of all or substantially all
of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by Clause 7 (Merger, Consolidation, etc.)
and not by the provisions of Clause 1 (Asset Sales); and



 


		(b)	the issuance of Equity Interests by any Restricted Subsidiary of the Company or the sale by the
Company or any of its Restricted Subsidiaries of Equity Interests in any of the Company’s Subsidiaries in each case other
than directors’ qualifying shares.



 


Notwithstanding the preceding,
none of the following items will be deemed to be an Asset Sale:


 


		(a)	any single transaction or series of related transactions that involves assets having a Fair Market
Value of less than £1,000,000;



 


		(b)	a transfer of assets between or among the Company and its Restricted Subsidiaries;



 


		(c)	an issuance of Equity Interests by a Restricted Subsidiary of the Company to the Company or to
a Restricted Subsidiary of the Company made in accordance with Clause 1 (Asset Sales);



 


		(d)	the sale, lease, assignment or other transfer of products, services or accounts receivable in the
ordinary course of business and any sale or other disposition of damaged, worn-out or obsolete assets in the ordinary course of
business (including the abandonment or other disposition of intellectual property that is, in the reasonable judgment of the Company,
no longer economically practicable to maintain or useful in the conduct of the business of the Company and its Restricted Subsidiaries
taken as whole);



 






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		(e)	licenses and sublicenses by the Company or any of its Restricted Subsidiaries of software in the
ordinary course of business;



 


		(f)	any surrender or waiver of contract rights or settlement, release, recovery on or surrender of
contract, tort or other claims in the ordinary course of business;



 


		(g)	the granting of Liens not prohibited under Clause 4 (Liens);



 


		(h)	the sale or other disposition of cash or Cash Equivalents;



 


		(i)	a Restricted Payment that does not violate Clause 2 (Restricted Payments) or a Permitted
Investment;



 


		(j)	the disposition 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;



 


		(k)	the sale, lease, assignment, disposal or other transfer of player registrations;



 


		(l)	any license or other right of occupation that allows the beneficiary to attend one or more sporting
events (including without limitation association football matches) or other events in the ordinary course of business;



 


		(m)	any license or other right of use of any intellectual property or other right if entered into in
connection with the commercial exploitation of such intellectual property or other rights in the ordinary course of business;



 


		(n)	the monetization of any contract or arrangement related to (l) and (m) above;



 


		(o)	the foreclosure, condemnation or any similar action with respect to any property or other assets
or a surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind;



 


		(p)	the sale of all or substantially all of the assets or merger or consolidation of the Issuer with
or into an Affiliate solely for purposes of reincorporating the Issuer in a Permitted Jurisdiction for tax reasons; provided
any such transaction is consummated in accordance with Clause 7 (Merger, Consolidation, Etc.); and



 


		(q)	the transfer of employees and assets in accordance with the definition of Permitted Reorganisation.



 


“Attributable Debt”
in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the
lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including
any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be
calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with IFRS;
provided, however, that if such sale and leaseback transaction results in a Capital Lease Obligation, the amount of Indebtedness
represented thereby will be determined in accordance with the definition of “Capital Lease Obligation” below.


 


“Beneficial Owner”
has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, as in effect on the 2015 Closing
Date, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of
the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person”
has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable
only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have
a corresponding meaning.


 






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“Board of Directors”
means:


 


		(a)	with respect to a corporation, the board of directors (or analogous governing body) of the corporation
or any committee thereof duly authorized to act on behalf of such board;



 


		(b)	with respect to a partnership, the board of directors of the general partner of the partnership;



 


		(c)	with respect to a limited liability company, the managing member or members (or analogous governing
body) or any controlling committee of managing members thereof; and



 


		(d)	with respect to any other Person, the board or committee of such Person serving a similar function.



 


“Business Day”
means any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York or London, England are required
or authorized to be closed.


 


“Capital Lease Obligation”
means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that
time be required to be capitalized on a balance sheet (excluding the footnotes thereto) prepared in accordance with IFRS as in
effect on the 2015 Closing Date, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount
due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.


 


“Capital Stock”
means:


 


		(a)	in the case of a corporation, corporate stock;



 


		(b)	in the case of an association or business entity, any and all shares, interests, participations,
rights or other equivalents (however designated) of corporate stock;



 


		(c)	in the case of a partnership or limited liability company, partnership interests (whether general
or limited) or membership interests; and



 


		(d)	any other interest or participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities
convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.



 


“Carrington Premises”
means the property known as the Trafford Training Centre and Academy at Carrington Manchester (title number GM785864), including
any real property and fixtures related thereto but not any personal property.


 


“Cash Equivalents”
means:


 


		(a)	direct obligations (or certificates representing an interest in such obligations) issued by, or
unconditionally guaranteed by, the government of a member state of a Permitted Jurisdiction, the payment of which is backed by
the full faith and credit of such Permitted Jurisdiction and which are not callable or redeemable at the Company’s option;



 






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		(b)	overnight bank deposits,
time deposit accounts, certificates of deposit, banker’s acceptances and money market deposits with maturities (and similar
instruments) of 12 months or less from the date of acquisition issued by a bank or trust company which is organized under, or authorized
to operate as a bank or trust company under, the laws of a Permitted Jurisdiction; provided that such bank or trust company
has capital, surplus and undivided profits aggregating in excess of £500,000,000 (or the foreign currency equivalent thereof
as of the date of such investment) and whose long-term debt is rated “A-3” or higher by Moody’s Investor
Services Limited or “A–” or higher by Standard & Poor’s Rating Services or the equivalent rating
category of another internationally recognized rating agency;



 


		(c)	repurchase obligations with a term of not more than 90 days for underlying securities of the types
described in paragraphs (a) and (b) above entered into with any financial institution meeting the qualifications
specified in paragraph (b) above;



 


		(d)	commercial paper rated
at the time of acquisition thereof at least P-1 by Moody’s Investor Services Limited or at least A-1 by Standard &
Poor’s Rating Services and, in each case, maturing within one year after the date of acquisition; and



 


		(e)	money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds
described in paragraph (a) to (d) of this definition.



 


“Collateral”
means any and all assets from time to time in which a security interest has been or will be granted pursuant to any Transaction
Security Document to secure the obligations of the Issuer and the Obligors under the Finance Documents.


 


“Consolidated EBITDA”
means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without
duplication:


 


		(a)	all gains (losses) realized in connection with any Asset Sale or the disposition of securities
or the early extinguishment of Indebtedness, together with any related provision for taxes on any such gain; plus



 


		(b)	provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for
such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus



 


		(c)	the Consolidated Interest Expense of such Person and its Restricted Subsidiaries for such period,
to the extent that such Consolidated Interest Expense were deducted in computing such Consolidated Net Income; plus



 


		(d)	depreciation, amortization (including amortization of intangibles but excluding amortization of
prepaid cash expenses that were paid in a prior period) and other non-cash charges and expenses (excluding any such non-cash charge
or expense to the extent that it represents an accrual of or reserve for cash charges or expenses in any future period or amortization
of a prepaid cash charge or expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period
to the extent that such depreciation, amortization and other non-cash charges or expenses were deducted in computing such Consolidated
Net Income; plus



 






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		(e)	all deferred financing costs written off and premiums paid in connection with any early extinguishment
of Indebtedness to the extent such costs and premiums were deducted in computing such Consolidated Net Income; plus



 


		(f)	any foreign currency translation gains or losses (including gains or losses related to currency
remeasurements of Indebtedness) of such Person and its Restricted Subsidiaries for such period, to the extent that such gains or
losses were taken into account in computing such Consolidated Net Income; plus



 


		(g)	the amount of any minority interest expense consisting of subsidiary income attributable to minority
equity interests of third parties in any non-wholly owned Restricted Subsidiary in such period or any prior period, except to the
extent of dividends declared or paid on, or other cash payments in respect of, Equity Interests held by such parties; minus



 


		(h)	non-cash items increasing such Consolidated Net Income for such period, other than the accrual
of revenue or the reversal of a reserve for cash charges in a future period in the ordinary course of business,



 


in each case, on a consolidated
basis and determined in accordance with IFRS.


 


“Consolidated Interest
Expense” means, with respect to any specified Person for any period, the sum, without duplication, of:


 


		(a)	the consolidated interest expense of such Person and its Subsidiaries which are Restricted Subsidiaries
for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue
discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all
payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts
and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect
of all payments made or received pursuant to Hedging Obligations in respect of interest rates (excluding any non-cash interest
expense on Subordinated Shareholder Funding); plus



 


		(b)	the consolidated interest expense of such Person and its Subsidiaries which are Restricted Subsidiaries
that was capitalized during such period; plus



 


		(c)	any interest on Indebtedness of another Person that is guaranteed by such Person or one of its
Subsidiaries which are Restricted Subsidiaries to the extent paid or secured by a Lien on assets of such Person or one of its Subsidiaries
which are Restricted Subsidiaries to the extent such Lien is called upon; plus



 


		(d)	the product of (i) all dividends, whether paid or accrued and whether or not in cash, on any
series of preferred stock of such Person or any of its Subsidiaries which are Restricted Subsidiaries, other than dividends on
Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or to the Company or a Restricted
Subsidiary of the Company, times (ii) a fraction, the numerator of which is one and the denominator of which is one minus
the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, determined
on a consolidated basis in accordance with IFRS.



 


“Consolidated
Net Income” means, with respect to any specified Person for any period, the aggregate of the net income (loss)
of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with IFRS; provided
that:


 






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		(a)	the net income (loss) of any Person that is not a Restricted Subsidiary or that is accounted for
by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid
in cash to the specified Person or a Restricted Subsidiary of such Person and the net income (if negative) of any Person that is
not a Restricted Subsidiary will be included only to the extent that such loss has been funded with cash by the specified Person
or a Restricted Subsidiary of such Person;



 


		(b)	solely for the purpose of determining the amount available for Restricted Payments under paragraph
(iii)(A) of Clause 2.1 (Restricted Payments) any net income (loss) of any Restricted Subsidiary will be excluded 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 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; 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);



 


		(c)	the net income (loss) arising from the sale, assignment, disposal or other transfer of player registrations
will be excluded;



 


		(d)	any extraordinary or exceptional gain, loss or charge or any profit or loss on Asset Sales, asset
impairments or early extinguishment of Indebtedness, or any charges or reserves in respect of any restructuring, redundancy, integration
or severance or any expenses, charges, reserves or other costs related to acquisitions will be excluded;



 


		(e)	non-cash tax charges that are set off by group relief by a Parent Entity will be excluded;



 


		(f)	the cumulative effect of a change in accounting principles will be excluded; and



 


		(g)	any intangible asset impairment charge and amortization of player registrations and amortization
of goodwill will be excluded.



 


“Consolidated Senior
Secured Leverage” means, as of any date of determination, the sum of the total amount of Senior Secured Indebtedness
of the Company and its Restricted Subsidiaries on a consolidated basis.


 


“Consolidated
Senior Secured Leverage Ratio” means as of any date of determination, the ratio of (i) the Consolidated Senior Secured
Leverage of the Company on such date to (ii) the Consolidated EBITDA of the Company for the most recently ended four full
fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness
is incurred. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays,
repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues,
repurchases or redeems Disqualified Stock or preferred stock subsequent to the commencement of the period for which the Consolidated
Senior Secured Leverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the
Consolidated Senior Secured Leverage Ratio is made (the “CSSLR Calculation Date”), then the Consolidated
Senior Secured Leverage Ratio will be calculated giving pro forma effect (as determined in good faith by a Senior Financial Officer
of the Company) to such incurrence, assumption, guarantee, repayment, repurchase, redemption, defeasance or other discharge of
Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or preferred stock, and the use of the proceeds
therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period.


 






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For purposes of calculating the
Consolidated EBITDA for such period:


 


		(a)	acquisitions that have been made by the specified Person or any of its Subsidiaries which are Restricted
Subsidiaries, including through mergers or consolidations, or any Person or any of its Subsidiaries which are Restricted Subsidiaries
acquired by the specified Person or any of its Subsidiaries which are Restricted Subsidiaries, and including all related financing
transactions and including increases in ownership of Subsidiaries which are Restricted Subsidiaries, during the four-quarter reference
period or subsequent to such reference period and on or prior to the CSSLR Calculation Date, or that are to be made on the CSSLR
Calculation Date, will be given pro forma effect (as determined in good faith by a Senior Financial Officer of the Company
and may include anticipated expense and cost reduction synergies) as if they had occurred on the first day of the four-quarter
reference period;



 


		(b)	the Consolidated EBITDA attributable to discontinued operations, as determined in accordance with
IFRS, and operations or businesses (and ownership interests therein) disposed of prior to the CSSLR Calculation Date, will be excluded;



 


		(c)	any Person that is a Restricted Subsidiary on the CSSLR Calculation Date will be deemed to have
been a Restricted Subsidiary at all times during such four-quarter period; and



 


		(d)	any Person that is not a Restricted Subsidiary on the CSSLR Calculation Date will be deemed not
to have been a Restricted Subsidiary at any time during such four-quarter period.



 


“Continuing
Directors” means, as of any date of determination, any member of the Board of Directors of the Company who:


 


		(a)	was a member of such Board of Directors on the Closing Date; or



 


		(b)	was nominated for election or elected to such Board of Directors with the approval of a majority
of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.



 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “Controlled”
and “Controlling” shall have meanings correlative to the foregoing.


 


“Disqualified
Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for
which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event,
matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder
of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding
the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock
have the right to require the Company or any Guarantor to repurchase such Capital Stock upon the occurrence of a Note Change of
Control or an Asset Sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Issuer
or any Obligor may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption
complies with Clause 2 (Restricted Payments). The amount of Disqualified Stock deemed to be outstanding at any time for
purposes of the Finance Documents will be the maximum amount that the Company and its Restricted Subsidiaries may become obligated
to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued
dividends.


 






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“Equity Interests”
means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).


 


“Excess Proceeds”
is defined in Clause 1.3 (Asset Sales).


 


“Excess Proceeds Prepayment
Offer” has the meaning given to such term in Clause 1.4 (Asset Sales).


 


“Exchange Act”
means the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder from time to time in effect.


 


“Excluded
Contributions” means the net cash proceeds received by the Company after the 2015 Closing Date from (a) contributions
to its common equity capital or (b) the sale (other than to a Subsidiary) of Equity Interests (other than Disqualified
Stock), in each case designated as Excluded Contributions pursuant to an Officers’ Certificate (which shall be designated
no later than the date on which such Excluded Contribution has been received by the Company), the cash proceeds of which are excluded
from the calculation set forth in paragraph (iii)(B) of Clause 2.1 (Restricted Payments).


 


“Existing Hedging Agreements”
means the interest rate transactions entered into between MUFC and Bank of America, N.A., on October 25, 2013, documented
under and subject to the terms of a 2002 ISDA Master Agreement (as published by the International Swaps and Derivatives Association, Inc.)
and Schedule thereto, dated as of May 20, 2013 as supplemented by a deed of novation dated July 31, 2018.


 


“Existing Indebtedness”
means all Indebtedness of the Company and its Restricted Subsidiaries outstanding on the Closing Date after giving effect to the
use of proceeds hereunder, until such amounts are repaid, other than Indebtedness under the BAML Facility and the Existing Facility
and Indebtedness evidenced by the Notes and the Note Guarantee.


 


“Fair
Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in an arm’s
length transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors of the
Company (unless otherwise provided in this Agreement).


 


“Fixed Charge Coverage
Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated EBITDA of such Person
for such period to the Consolidated Interest Expense of such Person for such period. In the event that the specified Person or
any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges
any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems Disqualified Stock or preferred
stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior
to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “FCCR Calculation
Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect (as determined in good
faith by a Senior Financial Officer of the Company) to such incurrence, assumption, guarantee, repayment, repurchase, redemption,
defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or preferred stock,
and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period.


 






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In addition, for purposes of
calculating the Fixed Charge Coverage Ratio:


 


		(a)	acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries,
including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person
or any of its Restricted Subsidiaries, and including all related financing transactions and including increases in ownership of
Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the
FCCR Calculation Date, or that are to be made on the FCCR Calculation Date, will be given pro forma effect (as determined
in good faith by a Senior Financial Officer of the Company and may include anticipated expense and cost reduction synergies) as
if they had occurred on the first day of the four-quarter reference period;



 


		(b)	the Consolidated EBITDA attributable to discontinued operations, as determined in accordance with
IFRS, and operations or businesses (and ownership interests therein) disposed of prior to the FCCR Calculation Date, will be excluded;



 


		(c)	the Consolidated Interest Expense attributable to discontinued operations, as determined in accordance
with IFRS, and operations or businesses (and ownership interests therein) disposed of prior to the FCCR Calculation Date, will
be excluded, but only to the extent that the obligations giving rise to such Consolidated Interest Expense will not be obligations
of the specified Person or any of its Restricted Subsidiaries following the FCCR Calculation Date;



 


		(d)	any Person that is a Restricted Subsidiary on the FCCR Calculation Date will be deemed to have
been a Restricted Subsidiary at all times during such four-quarter period;



 


		(e)	any Person that is not a Restricted Subsidiary on the FCCR Calculation Date will be deemed not
to have been a Restricted Subsidiary at any time during such four-quarter period; and



 


		(f)	if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness
will be calculated as if the rate in effect on the FCCR Calculation Date had been the applicable rate for the entire period (taking
into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the FCCR
Calculation Date in excess of 12 months, or, if shorter, at least equal to the remaining term of such Indebtedness).



 


“Governmental Authority”
means


 


		(a)	the government of



 


		(i)	the United States of America or the United Kingdom or any state or other political subdivision
of either thereof, or



 


		(ii)	any other jurisdiction in which the Company or any Restricted Subsidiary conducts all or any part
of its business, or which asserts jurisdiction over any properties of the Company or any Parent Subsidiary, or



 


		(b)	any entity exercising executive, legislative, judicial, regulatory or administrative functions
of, or pertaining to, any such government.



 






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


 


“Guarantee”
means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct
or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement
agreements in respect thereof, of all or any part of any Indebtedness (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).


 


“Hedging
Obligations” means, with respect to any specified Person, the obligations of such Person under:


 


		(a)	interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest
rate cap agreements and interest rate collar agreements;



 


		(b)	other agreements or arrangements designed to manage interest rates or interest rate risk; and



 


		(c)	other agreements or arrangements designed to protect such Person against fluctuations in currency
exchange rates or commodity prices.



 


“holder” or
 “Holder” means, with respect to any Note, the Person in whose name such Note is registered in the register maintained
by the Issuer pursuant to the Note Purchase Agreement.


 


“IFRS”
means International Financial Reporting Standards (formerly International Accounting Standards) endorsed from time to time
by the European Union or any variation thereof with which the Issuer or its Restricted Subsidiaries are, or may be, required to
comply. Except as otherwise set forth in this Schedule, all ratios and calculations based on IFRS contained in this Schedule shall
be computed in accordance with IFRS as in effect on the 2015 Closing Date.


 


“Indebtedness”
means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables),
whether or not contingent:


 


		(a)	in respect of borrowed money;



 


		(b)	evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement
agreements in respect thereof);



 


		(c)	in respect of bankers’ acceptances;



 


		(d)	representing Capital Lease Obligations;



 


		(e)	representing the balance deferred and unpaid of the purchase price of any property or services
due more than six months after such property is acquired or such services are completed;



 


		(f)	representing any Hedging Obligations;



 


		(g)	representing Attributable Debt; and



 


		(h)	representing liabilities under the Existing Hedging Agreements,



 






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		(i)	if and to the extent any of the preceding items (other than letters of credit, Attributable Debt
and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with IFRS.



 


		(j)	In addition, the term “Indebtedness” includes all Indebtedness of others secured by
a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent
not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person.



 


		(k)	In addition, for the purpose of avoiding duplication in calculating the outstanding principal amount
of Indebtedness for purposes of Clause 3 (Incurrence of Indebtedness and Issuance of Preferred Stock), Indebtedness
arising solely by reason of the existence of a Lien to secure other Indebtedness permitted to be incurred under Clause 3 (Incurrence
of Indebtedness and Issuance of Preferred Stock) will not be considered incremental Indebtedness.



 


The term “Indebtedness”
shall not include:


 


		(a)	in connection with the purchase by the Company or any of its Restricted Subsidiaries 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;



 


		(b)	any contingent 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



 


		(c)	Subordinated Shareholder Funding.



 


“Investments”
means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in
the forms of loans (including Guarantees or other obligations, but excluding advances or extensions of credit to customers or suppliers
made in the ordinary course of business), advances or capital contributions (excluding commission, travel and similar advances
to Officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness,
Equity Interests or other securities, together with all items that are or would be classified as Investments on a balance sheet
prepared in accordance with IFRS. If the Company or any of its Restricted Subsidiaries sells or otherwise disposes of any Equity
Interests of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale
or disposition, such Person is no longer a Restricted Subsidiary of the Company, the Company will be deemed to have made an Investment
on the date of any such sale or disposition equal to the Fair Market Value of the Company’s Investments in such Restricted
Subsidiary that were not sold or disposed of in an amount determined as provided in Clause 2 (Restricted Payments). The
acquisition by the Company or any of its Restricted Subsidiaries of a Person that holds an Investment in a third Person will be
deemed to be an Investment by the Company or such Restricted Subsidiary in such third Person in an amount equal to the Fair Market
Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in Clause 2 (Restricted
Payments). Except as otherwise provided in this Agreement, the amount of an Investment will be determined at the time the Investment
is made and without giving effect to subsequent changes in value.


 


“Issuer” means
MUFC.


 






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“Lien” means,
with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such
asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title
retention agreement and any lease in the nature thereof.


 


“Make-Whole Amount”
has the meaning given to such term in the Note Purchase Agreement.


 


“Net Proceeds”
means the aggregate cash proceeds and Cash Equivalents received by the Company or any of its Restricted Subsidiaries in respect
of any Asset Sale (including, without limitation, any cash or Cash Equivalents received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation,
legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset
Sale, taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or
deductions and any tax sharing arrangements, and any reserve for adjustment or indemnification obligations in respect of the sale
price of such asset or assets established in accordance with IFRS.


 


“Non-Recourse
Debt” means Indebtedness:


 


		(a)	as to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit
support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness) or (b) is directly
or indirectly liable as a guarantor or otherwise; and



 


		(b)	as to which the holders have been notified in writing that they will not have any recourse to the
stock or assets of the Company or any of its Restricted Subsidiaries (other than the Equity Interests of an Unrestricted Subsidiary).



 


“Note
Change of Control” means the occurrence of any of the following:


 


		(a)	the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way
of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets
of the Company and its Restricted Subsidiaries taken as a whole to any Person (including any “person” (as that term
is used in Section 13(d)(3) of the Exchange Act)) other than a Principal or a Related Party of a Principal;



 


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



 


		(c)	the consummation of any transaction (including, without limitation, any merger or consolidation),
the result of which is that any Person (including any “person” as defined above), other than a Principal and/or any
of its Related Parties, becomes the Beneficial Owner, directly or indirectly, of more than 50 per cent. of the Voting Stock of
the Company, measured by voting power rather than number of shares;



 


		(d)	the first day on which a majority of the members of the Board of Directors of the Company are not
Continuing Directors; provided, however, that this paragraph (d) shall not apply to members of the Board
of Directors nominated or re-elected by employees pursuant to co-determination and similar statutes providing for employee representatives
on supervisory or similar boards;



 


		(e)	the first day on which (i) the Company fails to own, directly or indirectly, 100 per cent.
of the Capital Stock of MUL or (ii) MUL fails to own, directly or indirectly, 100 per cent. of the Capital Stock of the Issuer;



 






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		(f)	Manchester United plc (alone or together with one or more Affiliates controlled by it) ceases to
own (directly or indirectly) a larger percentage than does any other Person of the share capital in, and shareholder loans to,
the Company; or



 


		(g)	the Original Investors cease to have the power to control more than one-half of the maximum number
of votes that might be cast at a general meeting of the Company or appoint or remove a majority of directors of the Company or
give directions with respect to operating and financial policies of the Company.



 


“Note Guarantee”
means the Guarantee by each Guarantor of the Company’s obligations under the Note Purchase Agreement and the Notes, executed
pursuant to the provisions of the Note Purchase Agreement.


 


“Note Documents”
means the Note Purchase Agreement, the Notes, the Intercreditor Agreement, the Representative Deed and the Transaction Security
Documents.


 


“Note Purchase Agreement”
means the note purchase agreement dated 27 May 2015 (as amended pursuant to amendment no. 1 and consent no. 1 dated 14 June 2018)
entered into by, among others, the Issuer, and relating to the Notes.


 


“Notes Offer”
is defined in Clause 1.2 (Asset Sales).


 


“Notes” means
the 3.79% guaranteed senior secured notes in an aggregate principal amount of $425,000,000 due 24 June 2027 issued on the
2015 Closing Date.


 


“Officer”
means, with respect to any Person, the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief
Operating Officer, the Chief Financial Officer, the Chief of Staff, the Treasurer, any Assistant Treasurer, the Controller,
the Secretary, any Managing Director, Director or any Vice-President.


 


“Officer’s Certificate”
means a certificate of a Senior Financial Officer or of any other officer of the Issuer or other Obligor, as applicable, whose
responsibilities extend to the subject matter of such certificate.


 


“Parent
Entity” means any direct or indirect parent company or entity of the Company.


 


“Parent Subsidiary”
means any Subsidiary of the Company, including the Issuer.


 


“Permitted Business”
means (i) any businesses, services or activities engaged in by the Company and its Restricted Subsidiaries on the Closing
Date and (ii) any other business or activity which is ancillary, reasonably related or complementary thereto.


 


“Permitted
Collateral Liens” means:


 


		(a)	Liens on the Collateral to secure the Finance Documents;



 


		(b)	Liens on the Collateral to secure the Existing Facility Agreement (or any guarantee thereof), the
Notes (or the Note Guarantees) and any Permitted Refinancing Indebtedness in respect thereof (and Permitted Refinancing Indebtedness
in respect of Permitted Refinancing Indebtedness); provided that each of the parties thereto will have entered into the
Intercreditor Agreement (or any additional intercreditor agreement entered into pursuant to the terms of the Intercreditor Agreement);
provided further that all property and assets (including, without limitation, the Collateral) securing such Permitted Refinancing
Indebtedness secures the Facility and any guarantee thereof on a senior or pari passu basis;



 






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		(c)	Liens on the Collateral to secure Indebtedness: (i) under the BAML Facility; (ii) permitted
by paragraph (f) of Clause 3.2 (Incurrence of Indebtedness and Issuance of Preferred Stock); and (iii) permitted
by Clause 3.1 of (Incurrence of Indebtedness and Issuance of Preferred Stock) and Permitted Refinancing Indebtedness in
respect thereof (and Permitted Refinancing Indebtedness in respect of such Permitted Refinancing Indebtedness), provided
that, in each case, all property and assets (including, without limitation, the Collateral) securing such Indebtedness also secures
the Facility and any guarantee thereof on a senior or pari passu basis and provided further that each of the parties
thereto will have entered into the Intercreditor Agreement (or any additional intercreditor agreement entered into pursuant to
the terms of the Intercreditor Agreement);



 


		(d)	Liens on the Collateral securing the Company’s or any Restricted Subsidiary’s obligations
under (i) Hedging Obligations (other than Hedging Obligations in respect of commodity prices and only to the extent such Hedging
Obligations relate to Indebtedness referred to in paragraphs (a) or (b) above and such Indebtedness is also secured
by the Collateral) permitted by paragraph (i) of Clause 3.2 (Incurrence of Indebtedness and Issuance of Preferred Stock),
and (ii) the Existing Hedging Agreements and any Permitted Refinancing Indebtedness in respect thereof (and any Permitted
Refinancing Indebtedness in respect of such Permitted Refinancing Indebtedness), provided that the assets and properties
securing such Indebtedness will also secure the Facility or any guarantee thereof on a senior or pari passu basis; provided
further that each of the parties thereto will have entered into the Intercreditor Agreement (or any additional intercreditor
agreement entered into pursuant to the terms of the Intercreditor Agreement);



 


		(e)	Liens on the Collateral arising by operation of law that are described in one or more of paragraphs (d),
(g), (h), (i), (l), (n) and (o) of the definition of “Permitted Liens” and that, in each case, would not
materially interfere with the ability of the Security Trustee to enforce any Lien over the Collateral; and



 


		(f)	Liens incurred in the ordinary course of business of the Company or any of its Restricted Subsidiaries
with respect to obligations that in total do not exceed £5,000,000 at any one time outstanding and that (i) are not
incurred in connection with the borrowing of money or the obtaining of advances or credit (other than trade credit in the ordinary
course of business) and (ii) do not in the aggregate materially detract from the value of the property or materially impair
the use thereof in the operation from the Company’s or such Restricted Subsidiary’s business.



 


“Permitted
Debt” is defined in Clause 3.2 (Incurrence of Indebtedness and Issuance of Preferred Stock).


 


“Permitted
Investments” means:


 


		(a)	any Investment in the Company or in a Restricted Subsidiary of the Company;



 


		(b)	any Investment in cash and Cash Equivalents;



 


		(c)	any Investment by the Company or any of its Restricted Subsidiaries in a Person, if as a result
of such Investment:



 


		(i)	such Person becomes a Restricted Subsidiary of the Company; or



 


		(ii)	such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially
all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company;



 






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		(d)	any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that
was made pursuant to and in compliance with Clause 1 (Asset Sales);



 


		(e)	any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests
(other than Disqualified Stock) of the Company;



 


		(f)	any Investments received in compromise or resolution of (i) obligations of trade creditors
or customers that were incurred in the ordinary course of business of the Company or any of its Restricted Subsidiaries, including
settlement of delinquent obligations pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency
of, or other foreclosure with respect to, any trade creditor or customer; or (ii) litigation, arbitration or other disputes
with Persons who are not Affiliates;



 


		(g)	Investments in receivables owing to the Company or any of its Restricted Subsidiaries created or
acquired in the ordinary course of business;



 


		(h)	Investments represented by Hedging Obligations;



 


		(i)	loans or advances to officers, directors or employees made in the ordinary course of business of
the Company or any of its Restricted Subsidiaries in an aggregate principal amount not to exceed £5,000,000 at any one time
outstanding;



 


		(j)	repurchases of the Notes in accordance with section 8 (Payment and Prepayment of the Notes)
of the Note Purchase Agreement;



 


		(k)	any Guarantee of Indebtedness permitted to be incurred under Clause 3 (Incurrence of Indebtedness
and Issuance of Preferred Stock);



 


		(l)	any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date
and any Investment consisting of an extension, modification or renewal of any Investment existing on, or made pursuant to a binding
commitment existing on, the Closing Date; provided that the amount of any such Investment may be increased (i) as required
by the terms of such Investment as in existence on the Closing Date or (ii) as otherwise permitted under this Agreement;



 


		(m)	Investments acquired after the Closing Date as a result of the acquisition by the Company or any
of its Restricted Subsidiaries of another Person, including by way of a merger, amalgamation or consolidation with or into the
Company or any of its Restricted Subsidiaries in a transaction that is not prohibited by Clause 7 (Merger, Consolidation, etc.)
after the Closing Date to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation
or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;



 


		(n)	Investments made with the Excluded Contributions;



 


		(o)	other Investments in any Person having an aggregate Fair Market Value (measured on the date each
such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments
made pursuant to this paragraph (o) that are at the time outstanding not to exceed £50,000,000, provided
that if an Investment is made pursuant to this clause in a Person that is not a Restricted Subsidiary of the Company and such
Person subsequently becomes a Restricted Subsidiary of the Company or is subsequently designated a Restricted Subsidiary pursuant
to Clause 10 (Designation of Restricted and Unrestricted Subsidiaries), such Investment, if applicable, shall thereafter
be deemed to have been made pursuant to paragraph (c) of the definition of “Permitted Investments” and not
this paragraph.



 






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“Permitted
Jurisdiction” means:


 


		(a)	the United Kingdom;



 


		(b)	the US or any state thereof;



 


		(c)	Switzerland;



 


		(d)	Canada;



 


		(e)	the Cayman Islands; and



 


		(f)	any country that was a member of the European Union on April 30, 2004 (other than Greece Spain, Italy
or Portugal).



 


“Permitted
Liens” means:


 


		(a)	Liens in favor of the Obligors;



 


		(b)	Liens on property of a Person existing at the time such Person becomes a Restricted Subsidiary
of the Company or is merged with or into or consolidated with the Company or any of its Restricted Subsidiaries; provided that
such Liens were in existence prior to the contemplation of such Person becoming a Restricted Subsidiary of the Company or such
merger or consolidation and do not extend to any assets other than those of the Person that becomes a Restricted Subsidiary of
the Company or is merged with or into or consolidated with the Company or any of its Restricted Subsidiaries;



 


		(c)	Liens on property (including Capital Stock) existing at the time of acquisition of the property
by the Company or any Subsidiary of the Company; provided that such Liens were in existence prior to such acquisition and
not incurred in contemplation of, such acquisition;



 


		(d)	Liens to secure the performance of statutory obligations, insurance, surety or appeal bonds, workers’
compensation obligations, performance bonds or other obligations of a like nature incurred in the ordinary course of business (including
Liens to secure letters of credit issued to assure payment of such obligations);



 


		(e)	Liens to secure Indebtedness (including Capital Lease Obligations) permitted by paragraph (f) of
Clause 3.2 (Incurrence of Indebtedness and Issuance of Preferred Stock) covering only the assets acquired with or financed
by such Indebtedness;



 


		(f)	Liens existing on the Closing Date;



 


		(g)	Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that
are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve
or other appropriate provision as is required in conformity with IFRS has been made therefor;



 


		(h)	Liens imposed by law, such as carriers’, warehousemen’s, landlords’ and mechanics’
Liens, in each case, incurred in the ordinary course of business;



 


		(i)	survey exceptions, easements 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 or other restrictions as to the use
of real property that were not incurred in connection with Indebtedness and that 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 such Person;



 






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		(j)	Liens created for the benefit of (or to secure) the Notes (or the Note Guarantees), the BAML Facility
and the Existing Facility;



 


		(k)	Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under the Finance
Documents; provided, however, that:



 


		(i)	the new Lien is limited to all or part of the same property and assets that secured or, under the
written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions
to, such property or proceeds or distributions thereof); and



 


		(ii)	the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of
(A) the outstanding principal amount, or, if greater, committed amount, of the Indebtedness renewed, refunded, refinanced,
replaced, defeased or discharged with such Permitted Refinancing Indebtedness and (B) an amount necessary to pay any fees
and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge;



 


		(l)	bankers’ Liens, rights of setoff, Liens arising out of judgments or awards not constituting
an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith
by appropriate proceedings and for which adequate reserves have been made;



 


		(m)	Liens on cash, Cash Equivalents or other property arising in connection with the defeasance, discharge
or redemption of Indebtedness;



 


		(n)	Liens on specific items of inventory or other goods (and the proceeds thereof) of any Person securing
such Person’s obligations in respect of bankers’ acceptances issued or created in the ordinary course of business for
the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;



 


		(o)	any interest or title of a lessor, licensor or sublicensee under any operating lease, license or
sublicense, as applicable;



 


		(p)	Liens securing Hedging Obligations;



 


		(q)	Liens arising out of conditional sale, title retention, consignment or similar arrangements for
the sale of goods entered into in the ordinary course of business;



 


		(r)	Liens to secure Indebtedness of New Holdco or any Restricted Subsidiaries that are Subsidiaries
of New Holdco (including, without limitation, Sponsorship Newco) permitted by paragraph (b) of Clause 3.1 (Incurrence of
Indebtedness and Issuance of Preferred Stock); and



 


		(s)	Liens incurred in the ordinary course of business of the Company or any Restricted Subsidiary with
respect to obligations (other than Indebtedness) that do not exceed £25,000,000 at any one time outstanding.



 


“Permitted
Refinancing Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in
exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness
of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:


 






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		(a)	the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness
does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced,
defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees, commissions and expenses, including
premiums, incurred in connection therewith);



 


		(b)	such Permitted Refinancing Indebtedness has a final maturity date not earlier than the final maturity
date of the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged, and has a Weighted Average Life
to Maturity that is equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded,
refinanced, replaced, defeased or discharged;



 


		(c)	if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated
in right of payment to the obligations under the Finance Documents, such Permitted Refinancing Indebtedness is subordinated in
right of payment to the obligations under the Finance Documents on terms at least as favorable to the Lenders as those contained
in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and



 


		(d)	such Indebtedness is incurred either by an Obligor (if the Obligor was the obligor on the Indebtedness
being renewed, refunded, refinanced, replaced, defeased or discharged) or by the Restricted Subsidiary that was the obligor on
the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged and is guaranteed only by Persons who were
obligors on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged.



 


“Person” means
any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization,
limited liability company or government or other entity.


 


“Preferred Stock”
means any class of capital stock of a Person that is preferred over any other class of capital stock (or similar equity interests)
of such Person as to the payment of dividends or the payment of any amount upon liquidation or dissolution of such Person.


 


“Principal”
means the six lineal descendants of Malcom Glazer who are Avram Glazer, Joel Glazer, Bryan Glazer, Edward Glazer, Darcie Glazer
Kassewitz and Kevin Glazer.


 


“Public Debt”
means any Indebtedness consisting of bonds, debentures, notes or other similar debt securities issued in (a) a public offering
registered under the Securities Act or (b) a private placement to institutional investors that is underwritten for resale
in accordance with 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. The term Public Debt (x) shall
not include the Notes and (y) for the avoidance of doubt, shall not be construed to include any Indebtedness issued to institutional
investors in a direct placement of such Indebtedness that is not underwritten by an intermediary (it being understood that, without
limiting the foregoing, a financing that is distributed to not more than 10 Persons (provided that multiple managed accounts and
affiliates of any such Persons shall be treated as one Person for the purposes of this definition) shall be deemed not to be underwritten),
or any Indebtedness under the Existing Facility Agreement, the BAML Facility Agreement, commercial bank or similar Indebtedness,
Capital Lease Obligation or recourse transfer of any financial asset or any other type of Indebtedness incurred in a manner not
customarily viewed as a “securities offering” under the Securities Act.


 






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“Public Equity Offering”
means a bona fide underwritten public offering of the Capital Stock (other than Disqualified Stock) of the Company or a Parent
Entity, either:


 


		(a)	pursuant to a flotation on the London Stock Exchange or any other nationally recognized stock exchange
or listing authority in a member state of the European Union; or



 


		(b)	pursuant to an effective registration statement under the Securities Act (other than a registration
statement on Form S-8 or otherwise relating to Equity Interests issued or issuable under any employee benefit plan).



 


“Public Market”
means any time after:


 


		(a)	a Public Equity Offering has been consummated; and



 


		(b)	at least 20% of the total issued and outstanding ordinary shares or common equity of the Company
or a Parent Entity has been distributed to investors other than the Principals or any of their respective Affiliates or any other
direct or indirect shareholders of the Company as of the Closing Date pursuant to one or more Public Equity Offerings.



 


“Qualified Capital Stock”
means Capital Stock other than Disqualified Stock.


 


“Related Party”
means:


 


		(a)	Red Football Limited
Partnership, a limited partnership formed in the State of Nevada, US;



 


		(b)	the parents or spouse of a Principal, the parents of a Principal’s spouse and any of a Principal’s,
his or her spouse’s or their parents’ direct descendants; or



 


		(c)	any trust, corporation, partnership, limited liability company or other entity, the beneficiaries,
shareholders, partners, members, owners or Persons beneficially holding a 50.1 per cent. or more controlling interest of which
consist of any one or more Principals and/or such other Persons referred to in the immediately preceding paragraph (b).



 


“Relevant
Equity” means new equity or Subordinated Shareholder Funding invested into the Restricted Group by any Principal or any
Related Party or their respective Affiliates and applied within one Business Day of the date of such investment (provided that
the Company shall use its reasonable endeavors to procure that it is applied on the same day) in prepayment, purchase, defeasance
or redemption of the Notes, any Replacement Debt or other Term Debt).


 


“Replacement
Debt” means Permitted Refinancing Indebtedness where the proceeds are applied within one Business Day of incurrence of
such Permitted Refinancing Indebtedness (provided that the Company shall use its reasonable endeavors to procure that it
is applied on the same day) in prepayment, purchase, defeasance or redemption of (a) the Notes or any Term Debt; or (b) any
Permitted Refinancing Indebtedness.


 


“Representative Deed”
means the representative deed dated on or about the 2015 Closing Date between, among others, the Purchasers (as defined in the
Note Purchase Agreement) and Structured Finance Management Limited as creditor representative thereunder.


 


“Restricted Group”
means the Company and the Restricted Subsidiaries.


 


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


 






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“Restricted Payment”
is defined in Clause 2 (Restricted Payments).


 


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


 


“SEC” means
the Securities and Exchange Commission of the United States.


 


“Securities”
or “Security” shall have the meaning specified in section 2(1) of the Securities Act.


 


“Securities Act”
means the Securities Act of 1933 and the rules and regulations promulgated thereunder from time to time in effect.


 


“Senior
Financial Officer” means the chief financial officer, principal accounting officer, treasurer or comptroller of
the Issuer or other applicable Obligor.


 


“Senior Secured Indebtedness”
means, as of any date of determination, the principal amount of any Indebtedness that is secured by a Lien and Indebtedness of
a Restricted Subsidiary of the Company that is not a Guarantor.


 


“Specified Asset”
means the Stadium and grounds and any real property related thereto.


 


“Stated Maturity”
means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of
interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the 2015 Closing Date, and
will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally
scheduled for the payment thereof.


 


“Sterling”
or “£” means the lawful currency of the United Kingdom.


 


“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 Agent, 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.


 


“Subordinated Shareholder
Funding” means, collectively, any funds provided to the Company by any Parent Entity or any Principal or Related Party,
in exchange for or pursuant to any security, instrument or agreement other than Capital Stock, 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 that such Subordinated Shareholder Funding:


 


		(a)	does not (including upon the happening of any event) mature or require any amortization or other
payment of principal prior to the first anniversary of the maturity of the Notes (other than through conversion or exchange of
any such security or instrument for Qualified Capital Stock or for any other security or instrument meeting the requirements of
the definition);



 


		(b)	does not (including upon the happening of any event) require the payment of cash interest prior
to the first anniversary of the maturity of the Notes;



 






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		(c)	does not (including upon the happening of any event) provide for the acceleration of its maturity
nor confers on its shareholders any right (including upon the happening of any event) to declare a default or event of default
or take any enforcement action, in each case, prior to the first anniversary of the maturity of the Notes;



 


		(d)	is not secured by a lien on any assets of the Company or a Restricted Subsidiary and is not guaranteed
by any Subsidiary of the Company;



 


		(e)	is subordinated in right of payment to the prior payment in full in cash of the Facility in the
event of any default, bankruptcy, reorganization, liquidation, winding up or other disposition of assets of the Company at least
to the same extent as the Subordinated Liabilities (as such term is defined in the Intercreditor Agreement) are subordinated to
the Facility under the Intercreditor Agreement;



 


		(f)	does not (including upon the happening of any event) restrict the payment of amounts due in respect
of the Facility, Notes, the Existing Facility or the BAML Facility or compliance by the Company with its obligations under the
Note Documents, the Finance Documents and the Finance Documents (as defined in each of the Existing Facility Agreement and the
BAML Facility Agreement);



 


		(g)	does not (including upon the happening of an event) constitute Voting Stock; and



 


		(h)	is not (including upon the happening of any event) mandatorily convertible or exchangeable, or
convertible or exchangeable at the option of the holder, in whole or in part, prior to the first anniversary of the maturity of
the Notes other than into or for Capital Stock (other than Disqualified Stock) of the Company;



 


provided,
however, that 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.


 


“Subsidiary”
means, with respect to any specified Person:


 


		(a)	any corporation, association or other business entity of which more than 50 per cent. of the total
voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to
any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors,
managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly,
by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and



 


		(b)	any partnership or limited liability company of which (i) more than 50 per cent. of the capital
accounts, distribution rights, total equity and voting interests or general and 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 (ii) such
Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.



 


“Tax” means
any tax (whether income, documentary, sales, stamp, registration, issue, capital, property, excise or otherwise), duty, assessment,
levy, impost, fee, charge or withholding imposed by a Governmental Authority, together with any interest or any penalty, addition
to tax or additional amount imposed by any Governmental Authority responsible for the imposition of any such tax. “Taxes”
and “Taxation” shall be construed to have corresponding meanings.


 






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“Term Debt”
means on any date, Indebtedness with a scheduled maturity date twelve (12) months or more from the date on which such Indebtedness
was incurred and which once repaid cannot be reborrowed.


 


“US Dollar”,
 “Dollar” or “$” means the lawful currency of the United States of America.


 


“US
Dollar Equivalent” means, with respect to any monetary amount in a currency other than US Dollars, at any time of determination
thereof by the Company or the Agent the amount of US Dollars obtained by converting such currency other than US Dollars involved
in such computation into US Dollars at the spot rate for the purchase of US Dollars with the applicable currency other than US
Dollars 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.


 


“Unrestricted Subsidiary”
means (i) as of the Closing Date, MU RAML, MU Junior, MUTV and MU Interactive and (ii) any other Subsidiary of the Company
(other than an Obligor or any successor to any of them) that is designated by the Board of Directors of the Company as an Unrestricted
Subsidiary pursuant to a resolution of the Board of Directors in accordance with Clause 10 (Designation of Restricted and Unrestricted
Subsidiaries), but only to the extent that such Subsidiary:


 


		(a)	has no Indebtedness other than Non-Recourse Debt;



 


		(b)	except as permitted under Clause 8 (Transactions with Affiliates), is not party to any agreement,
contract, arrangement or understanding with the Company or any of its Restricted Subsidiaries unless the terms of any such agreement,
contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might
be obtained at the time from Persons who are not Affiliates of the Company;



 


		(c)	is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has
any direct or indirect obligation (i) to subscribe for additional Equity Interests or (ii) to maintain or preserve such
Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and



 


		(d)	has not guaranteed, pledged any of its Subsidiaries’ shares or other of its assets or otherwise
directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries.



 


“Voting Stock”
of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election
of the Board of Directors of such Person.


 


“Weighted Average Life
to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:


 


		(a)	the sum of the products obtained by multiplying (i) the amount of each then remaining installment,
sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness,
by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such
payment; by



 


		(b)	the then outstanding principal amount of such Indebtedness.



 






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SCHEDULE 16


 


Additional
Events of Default


 


Defined terms used in this Schedule 16
shall bear the meanings given to them in Schedule 15 (Restrictive Covenants) unless the context requires otherwise. The
provisions of this Schedule 16 are to be interpreted in accordance with the laws of the State of New York (without prejudice to
the fact that this Agreement is governed by English law).


 


		1.	Events of Default



 


		1.1	Each of the following will be an “Event of Default” under this Agreement:



 


		(a)	any member of the Restricted Group (i) admits in writing its inability to pay, its debts as
they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization
or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization,
moratorium or other similar law of any jurisdiction (other than a solvent liquidation or reorganisation of a Restricted Subsidiary
that is not an Obligor or, for the avoidance of doubt, a Permitted Reorganisation on a solvent basis), (iii) makes an assignment
for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with
similar powers with respect to it or with respect to any substantial part of its property, (v) is adjudicated as insolvent
or to be liquidated, or (vi) takes corporate action for the purpose of any of the foregoing;



 


		(b)	a court or other Governmental Authority of competent jurisdiction, without consent by any member
of the Restricted Group, enters an order appointing a custodian, receiver, trustee or other officer with similar powers with respect
to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for
relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency
law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of any member of the Restricted Group, or any such
petition shall be filed against any member of the Restricted Group and such petition shall not be dismissed within 60 days; or



 


		(c)	any event occurs with respect to any member of the Restricted Group which under the laws of any
jurisdiction is analogous to any of the events described in paragraphs (a) or (b) above, provided that the applicable
grace period, if any, which shall apply shall be the one applicable to the relevant proceeding which most closely corresponds to
the proceeding described in paragraphs (a) or (b) above.



 






    216


     


    

 


Schedule
17


 


Form of
Increase Confirmation


 


To:          [•]
as Agent and as Security Trustee and [•] as Company, for and on behalf of the Company and each Obligor


 


From: [the Increase Lender] (the “Increase
Lender”)


 


Dated:


 


Red
Football Limited – £50,000,000 Revolving Facility Agreement

dated [ · ]
2020 (as amended and/or restated from time to time) (the “Facility Agreement”)


 


		1.	We refer to the Facility Agreement and particularly Clause 2.2 (Increase) of the Facility
Agreement and to the Intercreditor Agreement (as defined in the Facility Agreement). This is an Increase Confirmation. This agreement
(the “Agreement”) shall take effect as an Increase Confirmation for the purpose of the Facility Agreement [and
as a Creditor/Creditor Representative Accession Undertaking for the purposes of the Intercreditor Agreement (and as defined in
the Intercreditor Agreement)]. Terms defined in the Facility Agreement have the same meaning in this Agreement unless given a different
meaning in this Agreement.



 


		2.	The Increase Lender agrees to assume and will assume all of the obligations corresponding to the
Commitment specified in the Schedule (the “Relevant Commitment”) as if it was the Original Lender under the
Facility Agreement.



 


		3.	The proposed date on which the increase in relation to the Increase Lender and the Relevant Commitment
is to take effect (the “Increase Date”) is [•].



 


		4.	On the Increase Date, the Increase Lender becomes:



 


		(a)	party to the relevant Finance Documents (other than the Intercreditor Agreement) as a Lender; and



 


		(b)	party to the Intercreditor Agreement as a RCF Lender (as defined therein).



 


		5.	The Facility Office and address, fax number and attention details for notices to the Increase Lender
for the purposes of Clause 37.2 (Addresses) are set out in the Schedule.



 


		6.	The Increase Lender expressly acknowledges the limitations on the Lenders’ obligations referred
to in paragraph (g) of Clause 2.2 (Increase).



 


		7.	The Increase Lender confirms, in respect of any advance by such Lender to a Borrower incorporated
in the United Kingdom, for the benefit of the Agent and without liability to any Obligor, that it is:



 


		(a)	[a Qualifying Lender (other than a UK Treaty Lender);]



 


		(b)	[not a Qualifying Lender; or]



 


		(c)	[a UK Treaty Lender.] *



 





 



 


*              Delete
as applicable - each Increase Lender is required to confirm which of these three categories it falls within in respect of any advance
by such Lender to a Borrower incorporated in the United Kingdom.


 






    217


     


    

 


		8.	[The Increase Lender confirms in respect of any advance by such Lender to a Borrower incorporated
in the United Kingdom, that the person beneficially entitled to interest payable to that Lender in respect of an advance under
a Finance Document is either:



 


		(a)	a company resident in the United Kingdom for United Kingdom tax purposes;



 


		(b)	a partnership each member of which is:



 


		(i)	a company so resident in the United Kingdom;



 


		(ii)	a company not so resident in the United Kingdom which carries on a trade in the United Kingdom
through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section
19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17
of the CTA; or



 


		(iii)	a company not so resident in the United Kingdom which carries on a trade in the United Kingdom
through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable
profits (within the meaning of section 19 of the CTA) of that company.] 9



 


		9.	[The Increase Lender
confirms in respect of any advance by such Lender to a Borrower incorporated in the United Kingdom, that it holds a passport under
the HMRC DT Treaty Passport scheme (reference number [ ]) and is tax resident in [ ]*, so that interest payable
to it by borrowers is generally subject to full exemption from UK withholding tax and requests that the Company notify:



 


		(a)	each Borrower which is a Party as a Borrower as at the Increase Date; and



 


		(b)	each Additional Borrower which becomes an Additional Borrower after the Increase Date,



 


that it wishes that scheme to
apply to the Facility Agreement.]**


 


		10.	[The Increase Lender confirms in respect of an advance by such Lender to a Borrower that is a US
Person that it [is]/[is not] a US Qualifying Lender]. 10



 


		11.	The Increase Lender confirms that it is not an Investor Affiliate.



 





 



 


 9              Include only if Increase Lender falls within paragraph (a)(ii) of the definition of Qualifying Lender in Clause 18.1 (Definitions).


 




*
Insert jurisdiction of tax residence.


 


**
Include if the Increase Lender holds a passport under the HMRC DT Treaty Passport scheme and wishes that scheme to apply to the
Facility Agreement.


 


10            Delete
as applicable – Each Increase Lender is required to confirm which of these categories it falls within in respect of any
advance by such Lender to a Borrower that is a US Person.


 






    218


     


    

 


		12.	[We further refer to clause [21.4] (Accession of Pari Passu Creditors and Creditor Representatives)
of the Intercreditor Agreement. In consideration of the Increase Lender being accepted as a Pari Passu Creditor for the purposes
of the Intercreditor Agreement (and as defined therein), the Increase Lender confirms that, as from the Increase Date, it intends
to be party to the Intercreditor Agreement as a Pari Passu Creditor, and undertakes to perform all the obligations expressed in
the Intercreditor Agreement to be assumed by a Pari Passu Creditor and agrees that it shall be bound by all the provisions of the
Intercreditor Agreement, as if it had been an original party to the Intercreditor Agreement.]



 


		13.	This Agreement may be executed in any number of counterparts and this has the same effect as if
the signatures on the counterparts were on a single copy of this Agreement.



 


		14.	This Agreement and any non-contractual obligations arising out of or in connection with it are
governed by English law.



 


This Agreement has been entered into on
the date stated at the beginning of this Agreement.


 


Note: The execution of this Increase
Confirmation may not be sufficient for the Increase Lender to obtain the benefit of the Transaction Security in all jurisdictions.
It is the responsibility of the Increase Lender to ascertain whether any other documents or other formalities are required to obtain
the benefit of the Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion
of those formalities.


 


THE SCHEDULE


 


Relevant Commitment/rights and obligations
to be assumed by the Increase Lender


 


[insert relevant details]


 


[Facility Office address, fax number
and attention details for notices and account details for payments]


 


[Increase Lender]


 


By:


 


This Agreement is accepted as an Increase
Confirmation for the purposes of the Facility Agreement by the Agent and as a Creditor/Creditor Representative Accession Undertaking
for the purposes of the Intercreditor Agreement by the Security Trustee and the Increase Date is confirmed as [•].


 


	Agent	 
	By:	 	 
	 	 	 
	Security Trustee	 
	 	 
	By:		]


 






    219


     


    

 


Schedule
18


 


Screen
Rate contingency Periods


 


	Screen Rate	Period
	LIBOR	One Month


 






    220


     


    

 


SIGNATURES


 


THE COMPANY


 


	For and on behalf of
	RED FOOTBALL LIMITED
	 
	By:	 /s/ Joel Glazer	 
	 
	Name: Joel Glazer
	 
	Title: Director
	 
	Address: Old Trafford, Sir Matt Busby Way, Manchester, M16 0RA, United Kingdom
	 
	Fax:
	 
	Attention: The Directors




 


[Signature page to the RCF Agreement]


 






     


     


    

 


THE ORIGINAL BORROWER


 


	For and on behalf of
	MANCHESTER UNITED FOOTBALL CLUB LIMITED
	 
	By:	 /s/ Joel Glazer	 
	 
	Name: Joel Glazer
	 
	Title: Director
	 
	Address: Old Trafford, Sir Matt Busby Way, Manchester, M16 0RA, United Kingdom
	 
	Fax:
	 
	Attention: The Directors




 


[Signature page to the RCF Agreement]


 






     


     


    

 



  


THE ORIGINAL GUARANTORS


  


For and on behalf of

RED FOOTBALL LIMITED


 


	By:	/s/ Joel Glazer	 




 


Name: Joel Glazer


 


Title: Director


 


Address: Old Trafford, Sir Matt Busby Way, Manchester, M16 0RA,
United Kingdom


 


Fax:


 


Attention: The Directors


 


[Signature page to the RCF Agreement]


 






     


     


    

 


 


For and on behalf of

RED FOOTBALL JUNIOR LIMITED


 


	By:	/s/ Joel Glazer	 




 


Name: Joel Glazer


 


Title: Director


 


Address: Old Trafford, Sir Matt Busby Way, Manchester, M16 0RA,
United Kingdom


 


Fax:


 


Attention: The Directors


 


[Signature page to the RCF Agreement]


 






     


     


    

 


For and on behalf of

MANCHESTER UNITED LIMITED


  


	By:	/s/ Joel Glazer	 




 


Name: Joel Glazer


 


Title: Director


 


Address: Old Trafford, Sir Matt Busby Way, Manchester, M16 0RA,
United Kingdom


 


Fax:


 


Attention: The Directors


 


[Signature page to the RCF Agreement]


 






     


     


    

 


For and on behalf of

MANCHESTER UNITED FOOTBALL CLUB LIMITED


  


	By:	/s/ Joel Glazer	 




 


Name: Joel Glazer


 


Title: Director


 


Address: Old Trafford, Sir Matt Busby Way, Manchester, M16 0RA,
United Kingdom


 


Fax:


 


Attention: The Directors


 


[Signature page to the RCF Agreement]


 






     


     


    

 


For and on behalf of

MU FINANCE LIMITED


  


	By:	/s/ Joel Glazer	 




 


Name: Joel Glazer


 


Title: Director


 


Address: Old Trafford, Sir Matt Busby Way, Manchester, M16 0RA,
United Kingdom


 


Fax:


 


Attention: The Directors


 


[Signature page to the RCF Agreement]


 






     


     


    

 


ORIGINAL LENDER


  


For
and on behalf of

SANTANDER UK PLC


 


	By:	/s/ Christopher Longsdale	 




 


Name:
Christopher Longsdale


 


Title: Associate Director


 


Address: 100 Ludgate Hill, London, EC4M
7AE


 


Fax:


 


Attention:


 


[Signature page to the RCF Agreement]


 






     


     


    

 


AGENT


  


For
and on behalf of

SANTANDER UK PLC


 


	By:	/s/ Christopher Longsdale	 




 


Name:
Christopher Longsdale


 


Title: Associate Director


 


Address: 100 Ludgate Hill, London, EC4M
7AE


 


Fax:


 


Attention:


 


[Signature page to the RCF Agreement]


 






     


     


    

 


SECURITY TRUSTEE


  


For and on behalf of

BANK OF AMERICA MERRILL LYNCH INTERNATIONAL DESIGNATED ACTIVITY COMPANY


 


	By:	/s/ Kevin Day	 




 


Name: Kevin Day


 


Title: Vice President


 


Address: 26, Elmfield Road, Bromley BR1
1LR


 


Fax: +44 20831 32149


 


Attention: Kevin Day


 


[Signature page to the RCF Agreement]