Exhibit 10.1


 


EXECUTION VERSION


 


 


 





 


Dated       1       
  July 2021


 


for


 


EUROPEAN CENTRAL COUNTERPARTY N.V.


 


with


 


CBOE GLOBAL MARKETS, INC.


 


as the Guarantor


 


with


 


BANK OF AMERICA EUROPE DAC


 


acting as Co-ordinator and Facility Agent


 


and


 


CITIBANK N.A., LONDON BRANCH


 


acting as Security Agent


 


relating to a facility agreement originally
dated 1 July 2020 


 






    


     


    

 


CONTENTS


	CLAUSE	 	 	 	PAGE




 


	1.	Definitions and interpretation	2



	2.	Conditions
                                            precedent	4



	3.	Representations	4



	4.	Amendment	4



	5.	Cancellation,
                                            Reduction and Increase of Commitments	4



	6.	Security,
                                            guarantee and security confirmation	5



	7.	Transaction
                                            expenses	6



	8.	Fees	6



	9.	Facility
                                            Agent instructions	6



	10.	Miscellaneous	7



	11.	Governing
                                            law	7



	12.	Enforcement	7



 


THE SCHEDULES


 


	SCHEDULE	 	PAGE
	 	 	 
	Schedule
    1 The Parties	 	10
	Schedule
    2 Conditions precedent	 	13
	Schedule
    3 Form of Amended Agreement	 	16




 



    


     


    




 


THIS AGREEMENT is dated           1
July          2021 and made between:


 


		(1)	EUROPEAN
                                            CENTRAL COUNTERPARTY N.V., a public company (naamloze vennootschap), incorporated
                                            under the laws of the Netherlands, having its corporate seat (statutaire zetel) in
                                            Amsterdam, the Netherlands, registered with the trade register (handelsregister) of
                                            the Dutch chamber of commerce (Kamer van Koophandel) under number 34268194 (the "Company");



 


		(2)	CBOE
                                            GLOBAL MARKETS, INC., a corporation incorporated under the laws of the State of Delaware,
                                            United States of America (the "Guarantor");



 


		(3)	BANK
                                            OF AMERICA EUROPE DAC as co-ordinator (the "Co-ordinator");



 


		(4)	THE
                                            ENTITIES listed in Part I of Schedule 1 (The Parties) as continuing bookrunner mandated
                                            lead arrangers (the "Continuing Bookrunner Mandated Lead Arrangers"), acceding
                                            bookrunner mandated lead arrangers (the "Acceding Bookrunner Mandated Lead Arrangers"),
                                            the acceding mandated lead arranger (the "Acceding Mandated Lead Arranger")
                                            and the outgoing original mandated lead arranger (the "Outgoing Original Mandated
                                            Lead Arranger") (whether acting individually or together, together with the Co-ordinator,
                                            the "Arrangers");



 


		(5)	THE
                                            FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 (The Parties) as continuing
                                            revolving lenders (the "Continuing Revolving Lenders"), acceding revolving
                                            lenders ("Acceding Revolving Lenders"), continuing swingline lenders (the
                                            "Continuing Swingline Lenders") and the acceding swingline lenders ("Acceding
                                            Swingline Lenders");



 


		(6)	THE
                                            FINANCIAL INSTITUTIONS listed in Part III of Schedule 1 (The Parties) as outgoing
                                            original revolving lender (the "Outgoing Original Revolving Lender") and
                                            outgoing original swingline lenders (the "Outgoing Original Swingline Lenders");



 


		(7)	The
                                            FINANCIAL INSTITUTIONS listed in Part IV of Schedule 1 (The Parties) as designated
                                            entities (the "Designated Entities");



 


		(8)	BANK
                                            OF AMERICA EUROPE DAC as facility agent of the other Finance Parties (the "Facility
                                            Agent");



 


		(9)	BANK
                                            OF AMERICA, N.A. as agent of the other Finance Parties in relation to Swingline Loans denominated
                                            in U.S. dollars (the "U.S. Dollar Swingline Agent");



 


		(10)	BANK
                                            OF AMERICA EUROPE DAC as agent of the other Finance Parties in relation to Swingline Loans
                                            denominated in euro or sterling (the "€/£ Swingline Agent") and
                                            in relation to Swingline Loans denominated in Swiss Francs (the "Swiss Francs Swingline
                                            Agent");



 


		(11)	NORDEA
                                            DANMARK, FILIAL AF NORDEA BANK ABP, FINLAND as agent of the other Finance Parties in relation
                                            to Swingline Loans denominated in Danish Krone, Norwegian Krone and Swedish Krona (the "Danish
                                            Krone/Norwegian Krone/Swedish Krona Swingline Agent");



 


		(12)	SKANDINAVISKA
                                            ENSKILDA BANKEN AB (PUBL) as agent in relation to Swingline Facility F Loans which are denominated
                                            in Danish Krone, Norwegian Krone and Swedish Krona (the "Facility F Swingline Agent");
                                            and



 


		(13)	CITIBANK
                                            N.A., LONDON BRANCH (the "Security Agent").



 






    1


     


    

 


IT IS AGREED as follows:


 


		1.	Definitions
                                            and interpretation



 


		1.1	Definitions



 


In this Agreement:


 


"2020 Security Agreement"
means each of:


 


		(a)	the
                                            English law governed security agreement dated 1 July 2020 between the Company and the Security
                                            Agent;



 


		(b)	the
                                            Irish law governed security agreement dated 1 July 2020 between the Company and the Security
                                            Agent; and



 


		(c)	the
                                            Swedish law governed security agreement dated 1 July 2020 between the Company and the Security
                                            Agent.



 


“Acceding
Lenders” means the Financial Institutions listed in Part II of Schedule 1 (The Parties) as Acceding Revolving
Lenders and Acceding Swingline Lenders and who were not lenders under the Original Facility Agreement immediately prior to the Amendment
Effective Date.


 


"Amended
Agreement" means the Original Facility Agreement, as amended and restated in the form set out in Schedule 3 (Form
of Amended Agreement).


 


"Amendment
Effective Date" means the date of the notification by the Facility Agent under Clause 2 (Conditions precedent).


 


"Collateral Monitoring Deed ARA"
means an amendment and restatement deed dated on or about the date of this Agreement between the Company, the Security Agent, the Custodians
and Collateral Monitor in relation to the collateral monitoring deed dated 1 July 2020 between the Company, the Security Agent, the Custodians
and Collateral Monitor.


 


“Commitment” has the
meaning given to that term in the Original Facility Agreement immediately prior to the Amendment Effective Date.


 


“Continuing
Lenders” means the Financial Institutions listed in Part II of Schedule 1 (The Parties) as Continuing Revolving
Lenders and Continuing Swingline Lenders.


 


“Existing Commitment Amount”
means, in relation to a Continuing Lender, the amount of the Commitment of that Continuing Lender under the Original Facility Agreement
immediately prior to the Amendment Effective Date.


 


“Increased Amount”
means:


 


		(a)	with
                                            respect to a Continuing Lender, the amount by which such Continuing Lender’s New Commitment
                                            Amount is greater than its Existing Commitment Amount; and



 


		(b)	with
                                            respect to an Acceding Lender, such Acceding Lender’s New Commitment Amount.



 


"Latest Financial Statements"
means:


 


		(a)	in
                                            relation to the Company, the audited consolidated financial statements of the Group for the
                                            financial year ended 31 December 2020; and



 


		(b)	in
                                            relation to the Guarantor, its audited consolidated financial statements for its financial
                                            year ended 31 December 2020.



 






    2


     


    

 


“New Commitment Amount”
means the “Commitment” of each Lender as defined in the Amended Agreement.


 


"Original Facility Agreement"
means the EUR1,500,000,000 facility agreement dated 1 July 2020 between the Company, the Guarantor, the Co-ordinator, the Arranger (as
defined therein), the U.S. Dollar Swingline Agent, the €/£ Swingline Agent, the Swiss Francs Swingline Agent, the Facility
Agent, the Danish Krone/ Norwegian Krone/ Swedish Krona Swingline Agent, the Security Agent and the Lenders named therein.


 


“Outgoing
Lenders” means the Financial Institutions listed in Part III of Schedule 1 (The Parties) as the Outgoing Original
Revolving Lender and the Outgoing Original Swingline Lenders.


 


"Party" means a party
to this Agreement.


 


“Reducing Lender”
means a Continuing Lender whose New Commitment Amount is less than its Existing Commitment Amount.


 


"Supplemental Security Agreement"
means each of:


 


		(a)	the
                                            English law governed supplemental security agreement dated on or about the date of this Agreement
                                            between the Company and the Security Agent (the "English Supplemental Security Agreement");
                                            and



 


		(b)	the
                                            Irish law governed supplemental security agreement dated on or about the date of this Agreement
                                            between the Company and the Security Agent (the "Irish Supplemental Security Agreement").



 


	1.2	Incorporation
                                            of defined terms
	 	 



		(a)	Unless
                                            a contrary indication appears, terms defined in the Original Facility Agreement have the
                                            same meaning in this Agreement.



 


		(b)	The
                                            principles of construction set out in the Original Facility Agreement shall have effect as
                                            if set out in this Agreement.



 


		1.3	Third
                                            Party Rights



 


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


 


		1.4	Designation



 


In accordance with the Original Facility
Agreement, each of the Company and the Facility Agent designate this Agreement as a Finance Document.


 






    3


     


    

 


		2.	Conditions
                                            precedent



 


The
provisions of Clause 4 (Amendment) shall be effective only if the Facility Agent has received all the documents and other
evidence listed in Schedule 2 (Conditions precedent) in form and substance satisfactory to the Facility Agent. The Facility Agent
shall notify the Company, the Arrangers (as defined in the Amended Agreement) and the Security Agent promptly upon being so satisfied.


 


		3.	Representations



 


		3.1	Representations
                                            of the Company and the Guarantor on the date of this Agreement



 


On the date of this Agreement, the Company
makes the representations and warranties set out in clause 20 (Representations of the Company) (save for paragraphs (a) to (d)
of clause 20.10 (No misleading information)) and the Guarantor makes the representations and warranties set out in clause 21 (Representations
of the Guarantor) (save for clause 21.9 (No misleading information)) of the Original Facility Agreement, in each case, by
reference to the facts and circumstances then existing on the date of this Agreement, but as if references in clauses 20 (Representations
of the Company) and 21 (Representations of the Guarantor) of the Original Facility Agreement to (i) "the Finance Documents"
were instead to this Agreement; and (ii) the “Original Financial Statements” were instead to the Latest Financial Statements.


 


		3.2	Representations
                                            of the Company and the Guarantor on the Amendment Effective Date



 


On the Amendment Effective Date, the
Company makes the representations and warranties set out in clause 20 (Representations of the Company) (save for paragraphs (a)
to (d) of clause 20.10 (No misleading information)) and the Guarantor makes the representations and warranties set out in clause
21 (Representations of the Guarantor) (save for clause 21.9 (No misleading information)) of the Amended Facility Agreement,
in each case, by reference to the facts and circumstances then existing on the Amendment Effective Date, but as if references in clauses
20 (Representations of the Company) and 21 (Representations of the Guarantor) of the Original Facility Agreement to "the
Finance Documents" were instead to this Agreement and the Amended Agreement.


 


		4.	Amendment



 


		4.1	Amendment



 


With
effect from the Amendment Effective Date the Original Facility Agreement shall be amended and restated in the form set out in Schedule
3 (Form of Amended Agreement).


 


		4.2	Continuing
                                            obligations



 


The provisions of the Original Facility
Agreement and the other Finance Documents (including the guarantee and indemnity of the Guarantor) shall, save as amended by this Agreement,
continue in full force and effect.


 


		5.	Cancellation,
                                            Reduction and Increase of Commitments



 


	5.1	Subject
                                            to the other provisions of this Agreement, on the Amendment Effective Date:
	 	 



		(a)	the
                                            Commitment of each Outgoing Lender shall be cancelled in full;



 


		(b)	the
                                            Commitment of each Reducing Lender shall be reduced to an amount equal to its New Commitment
                                            Amount; and



 


		(c)	in
                                            accordance with clause 5.2 below, each Acceding Lender and Continuing Lender in relation
                                            to its Increased Amount shall become (or, as applicable, continue as) a Lender under the
                                            Amended Agreement with a commitment in an amount equal to its New Commitment Amount.



 






    4


     


    

 


	5.2	Subject
                                            to the other provisions of this Agreement, on and from the Amendment and Restatement Effective
                                            Date:
	 	 



		(a)	in
                                            relation to the Increased Amount, each Obligor and each Acceding Lender and each Continuing
                                            Lender shall assume obligations towards one another and/or acquire rights against one another
                                            as that Obligor and the Acceding Lender and Continuing Lender would have assumed and/or acquired
                                            had the Acceding Lender or Continuing Lender been an Original Lender with commitments equal
                                            to the New Commitment Amount;



 


		(b)	each
                                            Acceding Lender shall become a party to the Amended Agreement as a “Lender” and
                                            each Acceding Lender, each Continuing Lender and each of the other Finance Parties shall
                                            assume obligations towards one another and acquire rights against one another as that Acceding
                                            Lender, Continuing Lender and those Finance Parties would have assumed and/or acquired had
                                            the Acceding Lender or Continuing Lender been an Original Lender with commitments equal to
                                            the New Commitment Amount; and



 


		(c)	the
                                            Commitments of the Continuing Lenders (other than in relation to the Increased Amounts) shall
                                            continue in full force and effect except, in respect of a Reducing Lender, to the extent
                                            reduced pursuant to Clause 5.1.



 


	5.3	Each
                                            Acceding Lender and Continuing Lender confirms (for the avoidance of doubt) that, in relation
                                            to the Increased Amount, the Facility 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 relation
                                            to and in accordance with the Amended Agreement on or prior to the Amendment Effective Date.
	 	 



	5.4	Clause
                                            26.5 (Limitation of responsibility of Existing Lenders) of the Original Facility Agreement
                                            shall apply mutatis mutandis in this clause 5 in relation to an Acceding Lender as if references
                                            to:
	 	 



		(a)	an
                                            “Existing Lender” were references to all the Lenders immediately prior
                                            to the Amendment Effective Date; and



 


		(b)	a
                                            “New Lender” were references to an Acceding Lender or (in relation to
                                            its Increased Amount) a Continuing Lender.



 


		6.	Security,
                                            guarantee and security confirmation



 


		(a)	Each
                                            Obligor confirms, with effect from (and including) the Amendment Effective Date:



 


		(i)	its
                                            acceptance of the terms of the Amended Agreement;



 


		(ii)	that
                                            it is bound as an Obligor by the terms of the Amended Agreement;



 


		(iii)	that
                                            the guarantees and indemnities set out in Clause 19 (Guarantee and Indemnity) of the
                                            Original Facility Agreement shall:



 


		(A)	continue
                                            in full force and effect on the terms of the Amended Agreement; and



 


		(B)	extend
                                            to all obligations of each Obligor under each of the Finance Documents (including the Amended
                                            Agreement),



 


in each case, subject
to the limitations set out in any Finance Document.


 






    5


     


    

 


		(b)	The
                                            Company expressly confirms, acknowledges and agrees that with effect from (and including)
                                            the Amendment Effective Date:



 


		(i)	any
                                            Security created by it under each 2020 Security Agreement extends to the obligations of the
                                            Obligors under the Finance Documents without any further action (including, without limitation,
                                            the Amended Agreement and any new obligations and liabilities owed at any time by any Obligor
                                            to any of the Secured Parties under the Finance Documents), subject to any limitations set
                                            out in the 2020 Security Agreements;



 


		(ii)	the
                                            obligations of the Obligors arising under the Amended Agreement are included in the Secured
                                            Liabilities, subject to any limitations set out in the 2020 Security Agreements; and



 


		(iii)	the
                                            Security created under each 2020 Security Agreement continues in full force and effect pursuant
                                            to the terms of the respective 2020 Security Agreement.



 


		(c)	No
                                            part of this Agreement will create, creates, or is intended to create, a registrable Security.



 


		7.	Transaction
                                            expenses



 


The Company shall within five Business
Days of written request (accompanied by a breakdown showing in reasonable detail the costs incurred) reimburse the Facility Agent, the
Security Agent and the Co-ordinator for the amount of all costs and expenses (including legal fees) reasonably incurred by the Facility
Agent, the Security Agent or the Co-ordinator, as applicable, in connection with the negotiation, preparation, printing and execution
of this Agreement and any other documents referred to in this Agreement.


 


		8.	Fees



 


		(a)	The
                                            Company shall pay to the Facility Agent (for the account of each Arranger) a fee in the amount
                                            and at the time agreed in a Fee Letter.



 


		(b)	The
                                            Company shall pay to the Facility Agent, the U.S. Dollar Swingline Agent, the €/£
                                            Swingline Agent and the Swiss Francs Swingline Agent (for their own account) a fee in the
                                            amount and at the time agreed in a Fee Letter.



 


		(c)	The
                                            Company shall pay to the Danish Krone/Norwegian Krone/Swedish Krona Swingline Agent (for
                                            its own account) a fee in the amount and at the time agreed in a Fee Letter.



 


		(d)	In
                                            this clause 8, defined terms have the meaning given to them in the Amended Facility Agreement.



 


		9.	Facility
                                            Agent instructions



 


In accordance with clause 28.3 (Instructions)
of the Original Facility Agreement, the Facility Agent (acting on the instructions of the Majority Lenders (as defined in the Original
Facility Agreement)), by entering into and executing this Agreement, instructs the Security Agent to execute and enter into this Agreement,
the Supplemental Security Agreements, the Collateral Monitoring Deed ARA and any other related documents or agreements contemplated by
this Agreement.


 






    6


     


    

 


		10.	Miscellaneous



 


		10.1	Incorporation
                                            of terms



 


The provision of clause 34 (Notices)
of the Original Facility Agreement shall be incorporated into this Agreement as if set out in full in this Agreement and as if references
in those clauses to "this Agreement" are references to this Agreement.


 


		10.2	Counterparts



 


This Agreement may be executed in any
number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.


 


		10.3	Addresses



 


For
the purposes of clause 34.2 (Addresses) of the Original Facility Agreement, the address (and the department or officer, if any,
for whose attention the communication is to be made) for the Parties shall be that identified with its name below. These administrative
details shall apply from the date of this Agreement and the Parties agree that the five Business Days’ notice set out in clause
34.2 (Addresses) of the Original Facility Agreement shall be deemed to have been given.


 


		11.	Governing
                                            law



 


This Agreement and any non-contractual
obligations arising out of or in connection with it are governed by English law.


 


		12.	Enforcement



 


	12.1	Jurisdiction
	 	 



		(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)	Notwithstanding
                                            paragraph (a) above, 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.



 


		12.2	Service
                                            of process



 


Without prejudice to any other mode
of service allowed under any relevant law:


 


		(a)	the
                                            Company irrevocably appoints European Central Counterparty N.V. (ATTN: Legal & Compliance
                                            Department) of The Monument Building, 11 Monument Street, 5th floor, London, EC3R
                                            8AF, United Kingdom, as its agent for service of process in relation to any proceedings before
                                            the English courts in connection with any Finance Document;



 


		(b)	the
                                            Guarantor irrevocably appoints Cboe Worldwide Holdings Limited (ATTN: Antonio Amelia, Company
                                            Secretary) of The Monument Building, 11 Monument Street, London, EC3R 8AF, United Kingdom,
                                            as its agent for service of process in relation to any proceedings before the English courts
                                            in connection with any Finance Document; and



 


		(c)	each
                                            of the Company and the Guarantor agrees that failure by a process agent to notify the Company
                                            or Guarantor, as applicable, of the process will not invalidate the proceedings concerned.



 






    7


     


    

 


		12.3	USA
                                            Patriot Act



 


Each Lender hereby notifies each Obligor
that, pursuant to the requirements of the USA Patriot Act, such Lender is required to obtain, verify and record information that identifies
such Obligor, which information includes the name and address of such Obligor and other information that will allow such Lender to identify
such Obligor in accordance with the USA Patriot Act.


 


		12.4	Waiver
                                            of Jury Trial



 


Each
Party hereby waives any right it may have to a jury trial in respect of any litigation directly or indirectly arising out of, under or
in connection with this Agreement or any of the other Finance Documents or any dealings between the Parties relating to the subject matter
of this Agreement or the Lender/Company/Guarantor relationship. Each Party hereby acknowledges that this waiver is a material inducement
to enter into a business relationship, it has relied on this waiver in entering into this Agreement and it will continue to rely on this
waiver in related future dealings. Each Party hereby further warrants and represents that it has reviewed this waiver with its legal
counsel and it knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. This waiver is irrevocable
and may not be modified other than by a written waiver specifically referring to this Clause 11.4 and executed by each of the
Parties. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.


 


		12.5	U.S.
                                            QFC rules



 


To the extent that the Finance Documents
provide support, through a guarantee or otherwise, for any Hedging Agreement or any other agreement or instrument that is a QFC (such
support, "QFC Credit Support", and each such QFC, a "Supported QFC"), the Parties acknowledge and agree
as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act
and Title II of the Dodd-Frank Act (together with the regulations promulgated thereunder, the "U.S. Special Resolution Regimes")
in respect of such Supported QFC and QFC Credit Support:


 


		(a)	In
                                            the event a Covered Entity that is party to a Supported QFC (each, a "Covered Party")
                                            becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such
                                            Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation
                                            in or under such Supported QFC and such QFC Credit Support, and any rights in property securing
                                            such Supported QFC or such QFC Credit Support) from such Covered Party will be effective
                                            to the same extent as the transfer would be effective under the U.S. Special Resolution Regime
                                            if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights
                                            in property) were governed by the laws of the United States or a state of the United States.
                                            In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to
                                            a proceeding under a U.S. Special Resolution Regime, Default Rights under the Finance Documents
                                            that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised
                                            against such Covered Party are permitted to be exercised to no greater extent than such Default
                                            Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and
                                            the Finance Documents were governed by the laws of the United States or a state of the United
                                            States. Without limitation of the foregoing, it is understood and agreed that rights and
                                            remedies of the parties with respect to a Defaulting Lender shall in no event affect the
                                            rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.



 






    8


     


    

 


		(b)	As
                                            used in this Clause 11.5, the following terms have the following meanings:



 


"BHC Act Affiliate"
of a party means an "affiliate" (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such
party.


 


"Covered Entity"
means any of the following:


 


		(i)	a
                                            "covered entity" as that term is defined in, and interpreted in accordance with,
                                            12 C.F.R. § 252.82(b);



 


		(ii)	a
                                            "covered bank" as that term is defined in, and interpreted in accordance with,
                                            12 C.F.R. § 47.3(b); or



 


		(iii)	a
                                            "covered FSI" as that term is defined in, and interpreted in accordance with, 12
                                            C.F.R. § 382.2(b).



 


"Default Right" has
the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.


 


"QFC" has the meaning
assigned to the term "qualified financial contract" in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).


 


This Agreement has been entered into on the
date stated at the beginning of this Agreement.


 






    9


     


    

 


Schedule
1


 


The Parties


 


Part
I

 


A. Continuing Bookrunner
Mandated Lead Arrangers 


 


	1.          
    	Bank
    of America Europe DAC
	2.          
    	Bank
    of China Limited, London Branch
	3.          
    	Barclays
    Bank PLC
	4.          
    	Citigroup
    Global Markets Limited
	5.          
    	Deutsche
    Bank Luxembourg S.A.
	6.          
    	Goldman
    Sachs Bank USA
	7.          
    	Industrial
    and Commercial Bank of China Limited London Branch
	8.          
    	J.P.
    Morgan Securities PLC
	9.          
    	Nordea
    Danmark, filial af Nordea Bank Abp, Finland
	10.       
     	Royal
    Bank of Canada
	11.       
     	The
    Toronto-Dominion Bank, London Branch



  


B. Acceding Bookrunner Mandated Lead Arrangers


 


	1.          
     	Commerzbank
    AG
	2.          
     	Skandinaviska
    Enskilda Banken AB (publ)
	3.          
     	Wells
    Fargo Bank International Unlimited Company



 


C. Acceding Mandated Lead Arranger


 


	1.          	Lloyds Bank Plc


 


D.
Outgoing Original Mandated Lead Arranger


 


	1.          
     	Sumitomo Mitsui Banking Corporation
    Brussels Branch


 






    10


     


    

 


Part
II 


 


A.
Continuing Revolving Lenders


 


	1.          
     	Bank
    of America Europe DAC
	2.          
     	Bank
    of China Limited, London Branch
	3.          
     	Barclays
    Bank PLC
	4.          
     	Citibank
    N.A. London Branch
	5.          
     	Deutsche
    Bank Luxembourg S.A.
	6.          
     	Goldman
    Sachs Bank USA
	7.          
     	Industrial
    and Commercial Bank of China Limited London Branch
	8.          
     	JPMorgan
    Chase Bank, N.A., London Branch
	9.          
     	Nordea
    Danmark, filial af Nordea Bank Abp, Finland
	10.          
     	Royal
    Bank of Canada
	11.          
     	The
    Toronto-Dominion Bank, London Branch



  


B. Acceding Revolving Lenders


 


	1.          
     	Commerzbank
    AG
	2.          
     	Lloyds
    Bank Plc
	3.          
     	Skandinaviska
    Enskilda Banken AB (publ)
	4.          
     	Wells
    Fargo Bank International Unlimited Company



  


C. Continuing Swingline Lenders


 


	1.          
     	Bank
    of America Europe DAC
	2.          
     	Bank
    of China Limited, London Branch
	3.          
     	Barclays
    Bank PLC
	4.          
     	Citibank
    N.A. London Branch
	5.          
     	Deutsche
    Bank Luxembourg S.A.
	6.          
     	Goldman
    Sachs Bank USA
	7.          
     	Industrial
    and Commercial Bank of China Limited London Branch
	8.          
     	JPMorgan
    Chase Bank, N.A., London Branch
	9.          
     	Nordea
    Danmark, filial af Nordea Bank Abp, Finland
	10.          
     	Royal
    Bank of Canada
	11.         
     	The
    Toronto-Dominion Bank, London Branch



  






    11


     


    

 


D. Acceding Swingline Lenders


 


	1.          
     	Commerzbank AG
	2.          
     	Lloyds Bank Plc
	3.          
     	Skandinaviska Enskilda Banken AB (publ)
	4.          
     	Wells Fargo Bank International Unlimited
    Company


 


Part
III 


 


A. Outgoing Original Revolving Lender


 


	1.          
     	Sumitomo Mitsui Banking Corporation
    Brussels Branch


 


B. Outgoing Original Swingline Lenders


 


	1.          	Deutsche Bank AG New York Branch
	2.          
    	Sumitomo Mitsui Banking Corporation Brussels
    Branch


 


Part
IV 


 


Designated Entities 


 


	1.          
     	Bank of
    America, N.A. (as a Designated Entity for USD drawdowns)
	2.          
     	Citibank N.A. (as
    a Designated Entity for USD drawdowns in respect of Swingline Facility E only)


 






    12


     


    

 


Schedule
2


 


Conditions precedent


 


		1.	Obligors



 


		(a)	A
                                            copy of the constitutional documents of each Obligor or a certificate of an authorised signatory
                                            confirming that the constitutional documents previously delivered to the Facility Agent for
                                            the purposes of the Original Facility Agreement have not been amended and remain in full
                                            force and effect.



 


		(b)	A
                                            copy of a resolution of the board of directors of each Obligor:



 


		(i)	approving
                                            the terms of, and the transactions contemplated by this Agreement, any Supplemental Security
                                            Agreement, any Fee Letter and the other documents referred to in this Schedule 2 to which
                                            it is a party and resolving that it execute, deliver and perform this Agreement, any Supplemental
                                            Security Agreement, any Fee Letter and the other documents referred to in this Schedule 2
                                            to which it is a party;



 


		(ii)	authorising
                                            a specified person or persons to execute this Agreement, any Supplemental Security Agreement,
                                            any Fee Letter and the other documents referred to in this Schedule 2 to which it is a party;
                                            and



 


		(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 this Agreement, any Supplemental Security Agreement, any Fee Letter
                                            and the other documents referred to in this Schedule 2 to which it is a party.



 


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



 


		(d)	A
                                            certificate of each Obligor (signed by a director or, in the case of the Guarantor only,
                                            by an executive officer) confirming that borrowing or guaranteeing or securing, as appropriate,
                                            the Total Commitments would not cause any borrowing, guaranteeing, security or similar limit
                                            binding on that Obligor to be exceeded.



 


		(e)	A
                                            certificate of an authorised signatory of the relevant Obligor certifying that each copy
                                            document relating to it specified in this ‎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.



 


		(f)	In
                                            respect of the Company:



 


		(i)	an
                                            up-to-date extract from the Dutch trade register (handelsregister) relating to it
                                            dated no earlier than five Business Days prior to the date of this Agreement;



 


		(ii)	if
                                            applicable, a copy of a resolution of its board of supervisory directors approving the execution
                                            of, and the terms of, and the transactions contemplated by, the Finance Documents; and



 


		(iii)	if
                                            applicable, a completed form MR01 in respect of the English Supplemental Security Agreement
                                            and a completed CRO registration template in agreed form for the Irish Supplemental Security
                                            Agreement.



 






    13


     


    

 


		(g)	In
                                            respect of the Guarantor, a certificate as to the existence and good standing (including
                                            verification of tax status, if available) of the Guarantor from the appropriate governmental
                                            authorities in the Guarantor's jurisdiction of organisation, in form and substance reasonably
                                            satisfactory to the Facility Agent and its counsel.



 


		(h)	Evidence
                                            that the Company is recognised as a Qualifying Central Counterparty by the DNB and the AFM
                                            under EMIR and the Dutch Financial Supervision Act.



 


		2.	Security



 


		(a)	A
                                            copy of each Supplemental Security Agreement, duly executed by the Parties to it.



 


		(b)	A
                                            copy of the Collateral Monitoring Deed ARA, duly executed by the Parties to it (and the amended
                                            and restated form of the collateral monitoring deed attached thereto).



 


		(c)	An
                                            account control letter to the Custodians, signed by the Company and acknowledged by each
                                            Custodian, as required by the Collateral Monitoring Deed.



 


		(d)	A
                                            Collateral Schedule, in accordance with Part I of Schedule 6 (Borrowing Base) of the
                                            Original Facility Agreement.



 


		3.	Legal
                                            opinions



 


		(a)	A
                                            legal opinion of Linklaters LLP, legal advisers to the Arrangers and the Facility Agent in
                                            England, substantially in the form distributed to the Lenders prior to signing this Agreement.



 


		(b)	A
                                            capacity legal opinion of Linklaters LLP, legal advisers to the Arrangers and the Facility
                                            Agent in the Netherlands, substantially in the form distributed to the Original Lenders prior
                                            to signing this Agreement.



 


		(c)	An
                                            enforceability legal opinion of Arthur Cox, legal advisers to the Arrangers, the Facility
                                            Agent and the Security Agent in Ireland, substantially in the form distributed to the Original
                                            Lenders prior to signing this Agreement.



 


		(d)	A
                                            capacity legal opinion of Sidley Austin LLP, legal advisers to the Guarantor in the State
                                            of Delaware, substantially in the form distributed to the Original Lenders prior to signing
                                            this Agreement.



 


		4.	Other
                                            documents and evidence



 


		(a)	A
                                            certified copy of the Rules or a certificate of an authorised signatory of the Company confirming
                                            that the copy of the Rules previously delivered to the Facility Agent for the purposes of
                                            the Original Facility Agreement have not been amended and remain in full force and effect.



 


		(b)	A
                                            certified copy of the form of Clearing Participant’s Agreement and security deed or
                                            a certificate of an authorised signatory of the Company confirming that the copy of the form
                                            of Clearing Participant’s Agreement and security deed previously delivered to the Facility
                                            Agent for the purposes of the Original Facility Agreement have not been amended and remain
                                            in full force and effect.



 






    14


     


    

 


		(c)	Evidence
                                            that any process agent referred to in Clause 11.2 (Service of process) has accepted
                                            its appointment.



 


		(d)	A
                                            copy of any other Authorisation or other document, opinion or assurance which the Facility
                                            Agent, Security Agent or Lenders consider to be reasonably necessary or desirable (if they
                                            have notified the Company accordingly prior to the date of this Agreement) in connection
                                            with the entry into and performance of the transactions contemplated by this Agreement or
                                            for the validity and enforceability of this Agreement and any other Finance Document.



 


		(e)	A
                                            copy of the Latest Financial Statements.



 


		(f)	Evidence
                                            that the fees, costs and expenses then due from the Company pursuant to Clause 6 (Transaction
                                            expenses) and Clause 7 (Fees) have been paid or will be paid at the times and
                                            in the manner set out in the relevant Fee Letters.



 


		(g)	Evidence
                                            of a positive advice of any works council which has advisory rights in respect of the entry
                                            into and performance of the transactions contemplated in the Finance Documents.



 






    15


     


    

 


Schedule
3

Form of Amended Agreement


 






    16 


     


    




   


FACILITY
AGREEMENT


 


originally dated
1 July 2020, as amended and restated on 1 July  2021


 


for


 


EUROPEAN CENTRAL
COUNTERPARTY N.V.


 


as
the Company


 


with


 


Cboe
GLOBAL MARKETS, INC.


 


as
the Guarantor


 


and


 


BANK
OF AMERICA Europe DAC, BANK OF CHINA LIMITED, LONDON BRANCH, BARCLAYS BANK PLC, CITIGROUP GLOBAL MARKETS LIMITED, COMMERZBANK AG, DEUTSCHE
BANK LUXEMBOURG S.A., GOLDMAN SACHS BANK USA, INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED LONDON BRANCH, J.P. MORGAN SECURITIES PLC,
LLOYDS BANK PLC, NORDEA DANMARK, FILIAL AF NORDEA BANK ABP, FINLAND, ROYAL BANK OF CANADA, SKANDNAVISKA ENSKILDA BANKEN AB (publ), THE
TORONTO-DOMINION BANK, LONDON BRANCH, WELLS FARGO BANK INTERNATIONAL UNLIMITED COMPANY


 


as
Arrangers


 


and


 


BANK
OF AMERICA Europe DAC


 


as
Co-ordinator


 


and


 


BANK
OF AMERICA Europe DAC


 


acting
as Facility Agent


 


and


 


CITIBANK
N.A., LONDON BRANCH


 


acting
as Security Agent


 


Ref: L-292794/EC/YAA


 


Linklaters LLP


 









     


     


    

 


CONTENTS


 


	CLAUSE	PAGE




 


SECTION
1


 


INTERPRETATION


 


	1.	Definitions
                                            and interpretation	2



 


SECTION
2


 


The
Facility


 


	2.	The
                                            Facility	41
	 	 	 
	3.	Purpose	47
	 	 	 
	4.	Conditions
                                            of Utilisation	48



 


SECTION
3


 


UTILISATION


 


	5.	Utilisation
                                            – Revolving Loans	51
	 	 	 
	6.	Utilisation
                                            – Swingline Loans	53
	 	 	 
	7.	Optional
                                            Currencies	59



 


SECTION
4


 


REPAYMENT,
PREPAYMENT AND CANCELLATION


 


	8.	Repayment	60
	 	 	 
	9.	Prepayment
                                            and cancellation	61



 


SECTION
5


 


COSTS
OF UTILISATION


 


	10.	Interest	66
	 	 	 
	11.	Interest
                                            Periods	68
	 	 	 
	12.	Changes
                                            to the calculation of interest	68
	 	 	 
	13.	Fees	71



 






    (i) 


     


    

 


SECTION
6


 


ADDITIONAL
PAYMENT OBLIGATIONS


 


	14.	Tax
                                            gross-up and indemnities	72
	 	 	 
	15.	Increased
                                            costs	77
	 	 	 
	16.	Other
                                            indemnities	80
	 	 	 
	17.	Mitigation
                                            by the Lenders	82
	 	 	 
	18.	Costs
                                            and expenses	83



 


SECTION
7


 


guarantee


 


	19.	Guarantee
                                            and indemnity	85



 


SECTION
8


 


REPRESENTATIONS,
UNDERTAKINGS AND EVENTS OF DEFAULT


 


	20.	Representations
                                            of the Company	88
	 	 	 
	21.	Representations
                                            of the Guarantor	94
	 	 	 
	22.	Information
                                            undertakings	97
	 	 	 
	23.	Company
                                            general undertakings	101
	 	 	 
	24.	Guarantor
                                            general undertakings	107
	 	 	 
	25.	Events
                                            of Default	109



 


SECTION
9


 


CHANGES
TO PARTIES


 


	26.	Changes
                                            to the Lenders	114
	 	 	 
	27.	Changes
                                            to the Obligors	119



 


SECTION
10


 


FINANCE
PARTIES


 


	28.	Role
                                            of the Agents, the Security Agent and the Arranger	120
	 	 	 
	29.	Application
                                            of Proceeds	134
	 	 	 
	30.	Conduct
                                            of business by the Secured Parties	135
	 	 	 
	31.	Sharing
                                            among the Finance Parties	136



 






    (ii) 


     


    

 


SECTION
11


 


ADMINISTRATION


 


	32.	Payment
                                            mechanics	138
	 	 	 
	33.	Set-off	143
	 	 	 
	34.	Notices	143
	 	 	 
	35.	Calculations
                                            and certificates	145
	 	 	 
	36.	Partial
                                            invalidity	146
	 	 	 
	37.	Remedies
                                            and waivers	146
	 	 	 
	38.	Amendments
                                            and waivers	146
	 	 	 
	39.	Confidential
                                            Information	150
	 	 	 
	40.	Confidentiality
                                            of Funding Rates	154
	 	 	 
	41.	Counterparts	155
	 	 	 
	42.	Contractual
                                            Recognition of Bail-In	155



 


SECTION
12


 


GOVERNING
LAW AND ENFORCEMENT


 


	43.	Governing
                                            law	156
	 	 	
	44.	Enforcement	156



 


THE
SCHEDULES


 


	SCHEDULE	PAGE



 


	Schedule 1 The
  Original Lenders	158
	 	 
	Schedule 2 Conditions precedent to
  initial utilisation	160
	 	 
	Schedule 3 Requests	162
	 	 
	Schedule 4 Form of Transfer Certificate	164
	 	 
	Schedule 5 Form of Assignment Agreement	166
	 	 
	Schedule 6 Borrowing Base	169
	 	 
	Schedule 7 Form of Compliance Certificate	185
	 	 
	Schedule 8 Timetables	186




 






    (iii) 


     


    

 


	Schedule 9 Form
  of Increase Confirmation	192
	 	 
	Schedule 10 Form of Accordion Increase
  Request	194
	 	 
	Schedule 11 Form of Accordion Increase
  Confirmation	196
	 	 
	Schedule 12 Designated Entities	198
	 	 
	Schedule 13 Term Rates Terms	200
	 	 
	Schedule 14 RFR Terms	206
	 	 
	Schedule 15 Daily Non-Cumulative Compounded
  RFR Rate	212




 






    (iv) 


     


    







 


THIS AGREEMENT
is originally dated 1 July 2020, as amended and restated on 1 July  2021 and made between:


 


	(1)	EUROPEAN
                                            CENTRAL COUNTERPARTY N.V., a public company (naamloze vennootschap), incorporated
                                            under the laws of the Netherlands, having its corporate seat (statutaire zetel) in
                                            Amsterdam, the Netherlands, registered with the trade register (handelsregister) of
                                            the Dutch chamber of commerce (Kamer van Koophandel) under number 34268194 (the "Company");



 


	(2)	CBOE
                                            GLOBAL MARKETS, INC., a corporation incorporated under the laws of the State of Delaware,
                                            United States of America (the "Guarantor");



 


	(3)	BANK
                                            OF AMERICA EUROPE DAC as co-ordinator (the "Co-ordinator");



 


	(4)	BANK
                                            OF AMERICA EUROPE DAC and BANK OF CHINA LIMITED, LONDON BRANCH, BARCLAYS BANK PLC, CITIGROUP
                                            GLOBAL MARKETS LIMITED, COMMERZBANK AG, DEUTSCHE BANK LUXEMBOURG S.A., GOLDMAN SACHS BANK
                                            USA, INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED LONDON BRANCH, J.P. MORGAN SECURITIES
                                            PLC, NORDEA DANMARK, FILIAL AF NORDEA BANK ABP, FINLAND, ROYAL BANK OF CANADA, SKANDINAVISKA
                                            ENSKILDA BANKEN AB (PUBL), THE TORONTO-DOMINION BANK, LONDON BRANCH, WELLS FARGO BANK INTERNATIONAL
                                            UNLIMITED COMPANY as bookrunners (the "Bookrunner Mandated Lead Arrangers")
                                            and , LLOYDS BANK PLC as mandated lead arranger (the "Mandated Lead Arranger")
                                            (the Bookrunner Mandated Lead Arrangers, the Mandated Lead Arranger and the Co-ordinator
                                            each an "Arranger");



 


	(5)	THE
                                            FINANCIAL INSTITUTIONS listed in Part I of Schedule 1 (The Original Revolving Lenders)
                                            and the FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 (The Original Swingline
                                            Lenders) as lenders;



 


	(6)	BANK
                                            OF AMERICA EUROPE DAC as agent of the other Finance Parties (the "Facility Agent");



 


	(7)	BANK
                                            OF AMERICA, N.A. as agent of the other Finance Parties in relation to Swingline Loans denominated
                                            in U.S. dollars (the "U.S. Dollar Swingline Agent");



 


	(8)	BANK
                                            OF AMERICA EUROPE DAC as agent of the other Finance Parties in relation to Swingline Loans
                                            denominated in euro or sterling (the "€/£ Swingline Agent") and
                                            in relation to Swingline Loans denominated in Swiss Francs (the "Swiss Francs Swingline
                                            Agent");



 


	(9)	NORDEA
                                            DANMARK, FILIAL AF NORDEA BANK ABP, FINLAND as agent of the other Finance Parties in relation
                                            to Swingline Loans denominated in Danish Krone, Norwegian Krone, and Swedish Krona (the "Danish
                                            Krone/Norwegian Krone/Swedish Krona Swingline Agent");



 


	(10)	CITIBANK
                                            N.A., LONDON BRANCH as security agent for the Secured Parties (the "Security Agent");
                                            and



 


	(11)	SKANDINAVISKA
                                            ENSKILDA BANKEN AB (PUBL) as agent in relation to Swingline Facility F Loans which are denominated
                                            in Danish Krone, Norwegian Krone, and Swedish Krona (the “Swingline Facility F Nordic
                                            Loans”) (the “Facility F Swingline Agent”).



 






    1 


     


    

 


IT IS AGREED as
follows:


 


SECTION
1  


 


INTERPRETATION


 


	1.	Definitions
                                            and interpretation



 


	1.1	Definitions



 


In this Agreement:


 


"2021
Amendment and Restatement Agreement" means an amendment and restatement agreement dated 1 July  2021 between among others,
the Company and the Facility Agent, pursuant to which this Agreement is amended and restated.


 


"2021
Amendment and Restatement Effective Date" has the meaning given to the term "Amendment Effective Date" in the 2021
Amendment and Restatement Agreement.


 


"€STR"
means, in relation to any day:


 


		(a)	the
                                            applicable euro short-term rate administered by the European Central Bank (or any other person
                                            which takes over the administration of that rate) displayed (before any correction, recalculation
                                            or republication by the administrator) on page €STR of the Thomson Reuters screen (or
                                            any replacement Thomson Reuters page which displays that rate); or



 


		(b)	as
                                            otherwise determined pursuant to Clause ‎‎12.4 (Interest calculation if no Swingline
                                            Rate – Swingline Loans),



 


and if, in
either case, that rate is less than zero, €STR shall be deemed to be zero.


 


"Acceptable
Bank" means a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations
of BBB+ or higher by Standard & Poor's Rating Services or Fitch Ratings Ltd or Baa1 or higher
by Moody's Investors Services Limited or a comparable rating from an internationally recognised credit rating agency.


 


"Acceptable
Bonds" has the meaning given to it in paragraph 18.7(a) of Part I of Schedule 6 (Borrowing
Base).


 


"Acceptable
Currency" has the meaning given to it in paragraph 18.7(a) of Part I of Schedule 6 (Borrowing
Base).


 


"Accordion
Increase Amount" means, in respect of an Accordion Increase Request, the amount of the increase in the Revolving Facility Commitments
requested in that Accordion Increase Request.


 


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


 


"Accordion
Increase Date" has the meaning given to it in paragraph (d) of Clause 2.3 (Increase
 – Accordion Option).


 


"Accordion
Increase Lender" has the meaning given to it in paragraph (b)(ii) of Clause 2.3 (Increase
 – Accordion Option).


 


"Accordion
Increase Request" means a request substantially in the form set out in Schedule 10 (Form
of Accordion Increase Request).


 


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


 






    2 


     


    

 


"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.


 


"AFM"
means the Netherlands Authority for the Financial Markets.


 


"Agent"
means the Facility Agent, the U.S. Dollar Swingline Agent, the €/£ Swingline Agent, the
Swiss Francs Swingline Agent, the Danish Krone/Norwegian Krone/Swedish Krona Swingline Agent or (in relation to the Swingline Facility
F Nordic Loans only) the Facility F Swingline Agent.


 


"Alternative
Term Rate" means any rate specified as such in Schedule 13 (Term Rate Terms).


 


"Alternative
Term Rate Adjustment" means any rate which is either:


 


		(a)	specified
                                            as such in Schedule 13 (Term Rate Terms); or



 


		(b)	determined
                                            by the Facility Agent (or by any other Finance Party which agrees to determine that rate
                                            in place of the Facility Agent) in accordance with the methodology specified in Schedule
                                            13 (Term Rate Terms).



 


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


 


"Appointing
Lender" has the meaning given to it in paragraph (a) of Clause 2.5 (Designated Entities).


 


"Assignment
Agreement" means an agreement substantially in the form set out in ‎‎Schedule 5
(Form of Assignment Agreement) or any other form agreed between the relevant assignor, the assignee and the Facility Agent.


 


"Authorisation"
means an authorisation, permission, consent, approval, resolution, licence, exemption, filing, notarisation or registration.


 


"Availability
Period" means:


 


		(a)	in
                                            relation to Revolving Facility A, Revolving Facility B, Revolving Facility C, Revolving Facility
                                            D, Revolving Facility E and Revolving Facility F, the period from and including 1 July 2020
                                            to and including the Termination Date; and



 


		(b)	in
                                            relation to Swingline Facility A, Swingline Facility B, Swingline Facility C, Swingline Facility
                                            D, Swingline Facility E and Swingline Facility F, the period from and including 1 July 2020
                                            to and including the Termination Date.



 


"Available
Commitment" means:


 


		(a)	in
                                            relation to a Revolving Facility (and without limiting Clause ‎‎6.5 (Relationship
                                            with a Revolving Facility)), a Lender's Revolving Facility Commitment under that Revolving
                                            Facility minus:



 


		(i)	the
                                            Base Currency Amount of its participation in any outstanding Revolving Loans under that Revolving
                                            Facility; and



 


		(ii)	in
                                            relation to any proposed Utilisation under a Revolving Facility, the Base Currency Amount
                                            of its participation in any Revolving Loans that are due to be made under that Revolving
                                            Facility on or before the proposed Utilisation Date,



 


other
than, in relation to any proposed Utilisation under a Revolving Facility, that Lender's participation in any Revolving Loans that are
due to be repaid or prepaid under that Revolving Facility on or before the proposed Utilisation Date; and


 






    3 


     


    

 


		(b)	in
                                            relation to each Swingline Facility (and without limiting Clause 6.5 (Relationship with
                                            a Revolving Facility)), a Lender's Swingline Commitment under that Swingline Facility
                                            minus:



 


		(i)	the
                                            Base Currency Amount of its participation in any outstanding Swingline Loans under that Swingline
                                            Facility; and



 


		(ii)	in
                                            relation to any proposed Utilisation under a Swingline Facility, the Base Currency Amount
                                            of its participation in any Swingline Loans that are due to be made under that Swingline
                                            Facility on or before the proposed Utilisation Date,



 


other
than, in relation to any proposed Utilisation under a Swingline Facility, that Lender's participation in any Swingline Loans that are
due to be repaid or prepaid under that Swingline Facility on or before the proposed Utilisation Date.


 


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


 


"Available
Swingline Facility" means, in relation to a Swingline Facility, the aggregate for the time being of each Swingline Lender's
Available Commitment under that Swingline Facility.


 


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


 


"Bail-In
Legislation" means:


 


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



 


		(b)	in
                                            relation to the United Kingdom, the UK Bail-In Legislation; and



 


		(c)	in
                                            relation to any state other than such an EEA Member Country and the United Kingdom, any analogous
                                            law or regulation from time to time which requires contractual recognition of any Write-down
                                            and Conversion Powers contained in that law or regulation.



 


"Base
Currency" or "€" means euro.


 


"Base
Currency Amount" means, in relation to a Loan, the amount specified in the Utilisation Request delivered by the Company for
that Loan (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the Facility
Agent's Spot Rate of Exchange on the date which is three Business Days before the Utilisation Date or, if later, on the date the Facility
Agent (or, in the case of a Swingline Loan, the relevant Swingline Agent) receives the Utilisation Request) adjusted to reflect any repayment
or prepayment of the Loan.


 


"Benchmark
Rate" means:


 


		(a)	in
                                            relation to any Loan in a Nordic Currency or a Euro Revolving Loan:



 


		(i)	the
                                            applicable Primary Term Rate as of the applicable Specified Time for the currency of that
                                            Loan and for a period equal in length to the Interest Period of that Loan; or



 


		(ii)	as
                                            otherwise determined pursuant to Clause 12.1 (Interest calculation if no Primary Term
                                            Rate – Revolving Loans) or, other than in relation to a Euro Revolving Loan, Clause
                                            12.4 (Interest calculation if no Swingline Rate – Swingline Loans),



 






    4 


     


    

 


		(b)	in
                                            relation to a U.S. Dollar Swingline Loan:



 


		(i)	the
                                            higher of:



 


		(A)	the
                                            prime commercial lending rate in U.S. dollars announced by the U.S. Dollar Swingline Agent
                                            at the Specified Time and in force on that day; and



 


		(B)	0.50
                                            per cent. per annum over the rate per annum determined by the U.S. Swingline Agent to be
                                            the Federal Funds Rate (as published by the Federal Reserve Bank of New York) for that day;
                                            or



 


		(ii)	as
                                            otherwise determined pursuant Clause 12.4 (Interest calculation if no Swingline Rate –
                                            Swingline Loans),



 


and if,
in either case, that rate is less than zero, the Benchmark Rate shall be deemed to be zero.


 


"Beneficial
Ownership Regulation" means 31 C.F.R. § 1010.230, with the C.F.R. being the U.S. Code of Federal Regulations.


 


"Board"
means the Board of Governors of the Federal Reserve System of the United States (or any successor thereto).


 


"Break
Costs" means:


 


		(a)	subject
                                            to paragraph (b) below, the amount (if any) by which:



 


		(i)	the
                                            interest 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:


 


		(ii)	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 for a period starting
                                            on the Business Day following receipt or recovery and ending on the last day of the current
                                            Interest Period; and



 


		(b)	in
                                            relation to any RFR Loan, any amount specified as such in the applicable RFR Terms.



 


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


 


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



 


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



 


		(c)	(in
                                            relation to any date for payment or purchase of (or the fixing of an interest rate in relation
                                            to) a Nordic Currency) Stockholm and any day specified as such in respect of that currency
                                            in Schedule 13 (Term Rate Terms); and



 


		(d)	(in
                                            relation to:



 


		(i)	the
                                            fixing of an interest rate in relation to a Term Rate Revolving Loan;



 


		(ii)	any
                                            date for payment or purchase of an amount relating to an RFR Loan; or



 


		(iii)	the
                                            determination of the first day or the last day of an Interest Period for an RFR Loan, or
                                            otherwise in relation to the determination of the length of such an Interest Period),



 


which
is an Additional Business Day relating to that Loan or Unpaid Sum.


 






    5 


     


    

 


"Cboe
Group" means the Guarantor and its Subsidiaries for the time being.


 


"Cboe
Merger Event" means any amalgamation, demerger or merger (however so described) of the Guarantor, provided that a Cboe Merger
Event shall not occur if:


 


		(a)	no
                                            Event of Default has occurred as a result of any such amalgamation, demerger or merger (however
                                            so described) and is continuing;



 


		(b)	the
                                            Guarantor is the surviving legal entity following any such amalgamation, demerger or merger
                                            (however so described); and



 


		(c)	any
                                            such amalgamation, demerger or merger (however so described) does not affect the validity
                                            or enforceability of any of the Guarantor’s obligations under any Finance Document.



 


"Central
Bank Rate" has the meaning given to that term in the applicable RFR Terms.


 


"Central
Bank Rate Adjustment" has the meaning given to that term in the applicable RFR Terms.


 


"CIBOR"
means, in relation to any Loan in Danish Krone:


 


		(a)	the
                                            applicable Primary Term Rate as of the applicable Specified Time for Danish Krone and for
                                            a period equal in length to the Interest Period of that Loan; or



 


		(b)	as
                                            otherwise determined pursuant to Clause ‎‎12.1(Interest calculation if no Primary
                                            Term Rate – Revolving Loans) or Clause 12.4 (Interest calculation if no Swingline
                                            Rate – Swingline Loans), and



 


if,
in either case, that rate is less than zero, CIBOR shall be deemed to be zero.


 


"Clearing
Fund" has the meaning given to it in the Clearing Rule Book.


 


"Clearing
Participant" means a person recognised as such by the Company pursuant to and in accordance with the Rules.


 


"Clearing
Participant Agreement" means the written agreement entered into between the Company and a Clearing Participant pursuant to the
Rules.


 


"Clearing
Regulations" has the meaning given to "Regulations" in the Clearing Rule Book.


 


"Clearing
Rule Book" means the Clearing Rule Book of the Company dated 1 July 2020 as may be amended, supplemented or modified from time
to time.


 


"Clearing
System" means the Company’s Clearing System as defined in the Rules.


 


"Code"
means the U.S. Internal Revenue Code of 1986.


 


"Collateral"
means the Eligible Collateral which from time to time is, or is expressed to be, the subject of the Transaction Security in accordance
with paragraph 2 (Collateral) of Part I of Schedule 6 (Borrowing Base).


 


"Collateral
Accounts" means each of the Collateral Cash Accounts or the Collateral Securities Accounts.


 


"Collateral
Cash Accounts" means each of the following cash accounts: account number 0012751003, 0012751011, 0012759071, 0012751038 and
0012759098 held in the name of the Company with Citibank N.A., London Branch, account number 0032860214, 0032860028 and 0032860036 held
in the name of the Company with Citibank Europe plc, Dublin and account number 90401852468 held in the name of the Company with Citibank
Europe plc, Sweden Branch pursuant to the Custody Agreement.


 


"Collateral
Monitor" means Citibank N.A., New York Offices or any successor collateral monitor which may be appointed in accordance with
the terms of the Collateral Monitoring Deed.


 






    6 


     


    

 



  


"Collateral Monitoring Deed"
means the Collateral Monitoring Deed originally dated 1 July 2020 between the Company, the Security Agent and the Custodians and Collateral
Monitor, as amended and restated by an amendment and restatement deed dated on or about the date of the 2021 Amendment and Restatement
Agreement.


 


"Collateral
Report" has the meaning given to it in paragraph 18.7(a) of Part I of Schedule 6 (Borrowing Base).


 


"Collateral
Schedule" has the meaning given to it in paragraph 18.7(a) of Part I of Schedule 6 (Borrowing Base).


 


"Collateral Securities Accounts"
means each of the following securities accounts: account number 7012759001 and 6012751003 held in the name of the Company with Citibank
N.A., London Branch, account number 0328600001, 1007389 and 6148293178 held in the name of the Company with Citibank Europe plc, Dublin
and account number 1022461 held in the name of the Company with Citibank Europe plc, Sweden Branch pursuant to the Custody Agreement.


 


"Collateral
Value" has the meaning given to it in paragraph 18.7(a) of Part I of Schedule 6 (Borrowing Base).


 


"Commitment" means a
Revolving Facility A Commitment, a Revolving Facility B Commitment, a Revolving Facility C Commitment, a Revolving Facility D Commitment,
a Revolving Facility E Commitment, a Revolving Facility F Commitment, a Swingline Facility A Commitment, a Swingline Facility B Commitment,
a Swingline Facility C Commitment, a Swingline Facility D Commitment, a Swingline Facility E Commitment or a Swingline Facility F Commitment.


 


"Company
Repeating Representations" means each of the representations set out in Clauses 20.1 (Status) to 20.6 (Governing
law and enforcement), paragraph (a) of Clause 20.9 (No Default), paragraph (e) of Clause 20.10 (No misleading information),
Clauses 20.12 (Pari passu ranking) to 20.14 (No proceedings), Clause 20.16 (Clearing Participant Agreements), Clause
20.22 (Sanctions and anti-corruption) and Clause 20.23 (Margin regulations).


 


"Compliance
Certificate" means a certificate substantially in the form set out in ‎‎Schedule 7 (Form of Compliance Certificate).


 


"Compounding Methodology Supplement"
means, in relation to the Daily Non-Cumulative Compounded RFR Rate, a document which:


 


		(a)	is
                                            agreed in writing by the Company, the Facility Agent (in its own capacity) and the Facility
                                            Agent (acting on the instructions of the Majority Lenders);



 


		(b)	specifies
                                            a calculation methodology for that rate; and



 


		(c)	has
                                            been made available to the Company and each Finance Party.



 


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


 






    7 


     


    

 


		(a)	any
                                            member of the Group, any member of the Cboe Group or any of its 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 member of the Cboe Group or any of its respective advisers,






 


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


 


		(i)	information
                                            that:



 


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



 


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



 


		(C)	is
                                            known by that Finance Party before the date the information is disclosed to it in accordance
                                            with paragraph (a) or (b) above or is lawfully obtained by that Finance Party after that
                                            date, from a source which is, as far as that Finance Party is aware, unconnected with the
                                            Group or the Cboe Group (as the case may be) 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.



 


"Confidentiality Undertaking"
means a confidentiality undertaking substantially in a recommended form of the LMA or in any other form agreed between the Company and
the Facility Agent.


 


"Co-operating Clearing House"
has the meaning given to it in the Rules.


 


"Credit Adjustment Spread"
means, in relation to an RFR Revolving Loan, any rate specified as such in the applicable RFR Terms.


 


"Custodian" means Citibank
N.A., London Branch, Citibank Europe plc, Dublin and Citibank Europe plc, Sweden Branch each acting in its capacity as settlement agent
and account operator.


 


"Custody Agreement"
means the global and direct settlement services agreement dated January 2014 between the Company and Citibank, N.A., London Branch.


 


"Daily
Non-Cumulative Compounded RFR Rate" means, in relation to any RFR Banking Day during an Interest Period for an RFR Revolving
Loan, the percentage rate per annum determined by the Facility Agent (or by any other Finance Party which agrees to determine that rate
in place of the Facility Agent) in accordance with the methodology set out in Schedule 15 (Daily Non-Cumulative Compounded
RFR Rate) or in any relevant Compounding Methodology Supplement.


 


"Daily Rate" means
the rate specified as such in the applicable RFR Terms.


 


"Danish Krone Swingline Loan"
means a Swingline Loan denominated in Danish Krone.


 


"Default"
means an Event of Default or any event or circumstance specified in Clause ‎‎25 (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.


 






    8 


     


    

 


"Defaulting Lender"
means any Lender:


 


		(a)	which
                                            has failed to make its participation in a Loan available (or has notified an Agent or the
                                            Company (which has notified an 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 in Revolving Loans);



 


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



 


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


 


"Designated
Entity" has the meaning given to it in paragraph (a) of Clause 2.5 (Designated Entities).


 


"Designated
Entity Accession Agreement" means an accession agreement substantially in the form set out in Part II of Schedule 12
(Designated Entities) or any other form agreed between the Facility Agent and the Company.


 


"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 a 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.


 


"DNB" means the De
Nederlandsche Bank, the central bank of the Netherlands or any other bank or authority which replaces all or any of the functions of
the central bank of the Netherlands that is relevant to the terms of Agreement.


 


"Dutch Financial Supervision
Act" means the Wet op het financieel toezicht.


 


"Dutch Group Member"
means a member of the Group incorporated in the Netherlands.


 






    9 


     


    

 


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


 


"Eligible
Collateral" has the meaning given to it in paragraph 18.7(a) of Part I of Schedule 6 (Borrowing Base).


 


"Eligible
Equities" has the meaning given to it in paragraph 18.7(a) of Part I of Schedule 6 (Borrowing Base).


 


"Eligible Institution"
means any Lender or other bank, financial institution, trust, fund or other entity selected by the Company and which, in each case, is
not a member of the Group and is not the Guarantor or any of the Subsidiaries of the Guarantor.


 


"Eligible
Securities" has the meaning given to it in paragraph 18.7(a) of Part I of Schedule 6 (Borrowing Base).


 


"EMIR" means Regulation
(EU) No 648/2012 on OTC derivatives, central counterparties and trade repositories, sometimes referred to as the "European Markets
Infrastructure Regulation" as amended by Regulation (EU) 2019/834 of the European Parliament and of the Council of 20 May 2019.


 


"Erroneous Payment"
means a payment of an amount by the Facility Agent to another Party which the Facility Agent determines (in its sole discretion) was
made in error.


 


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


 


"Euro Revolving Loan"
means a Revolving Loan denominated in euro.


 


"Euro Swingline Loan"
means a Swingline Loan denominated in euro.


 


"Event
of Default" means any event or circumstance specified as such in Clause ‎‎25 (Events of Default).


 


"Exchange"
has the meaning given to it in paragraph 18.7(a) of Part I of Schedule 6 (Borrowing Base).


 


"Facility" means
a Revolving Facility or a Swingline Facility.


 


"Facility Agent's Spot Rate
of Exchange" means:


 


		(a)	the
                                            Facility Agent's spot rate of exchange; or



 


		(b)	(if
                                            the Facility Agent does not have an available spot rate of exchange) any other publicly available
                                            spot rate of exchange selected by the Facility Agent (acting reasonably),



 


for the purchase of the relevant currency
with the Base Currency in the London foreign exchange market at or about 11:00 a.m. on a particular day.


 


"Facility
Office" means the office or offices notified by a Lender to the Facility Agent (and, in the case of the Swingline Lenders, to
the relevant Swingline 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.


 


"Fallback
Interest Period" means the period specified as such in the applicable Reference Rate Terms.


 






    10 


     


    

 


"FATCA" means:


 


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



 


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



 


		(c)	any
                                            agreement pursuant to the implementation of any treaty, law or regulation referred to in
                                            paragraph (a) or (b) above with the U.S. Internal Revenue Service, the U.S. 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 U.S.), 1 July 2014; or



 


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



 


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


 


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


 


"Federal Funds Rate"
means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members
of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided
that:


 


		(a)	if
                                            such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on
                                            such transactions on the next preceding Business Day as so published on the next succeeding
                                            Business Day; and



 


		(b)	if
                                            no such rate is so published on such next succeeding Business Day, the Federal Funds Rate
                                            for such day shall be the average rate (rounded upward, if necessary, to a whole multiple
                                            of 1/100 of 1 per cent.) charged to the U.S. Dollar Swingline Agent on such day on such transactions
                                            as determined by the U.S. Dollar Swingline Agent,



 


provided that if any such
rate is below zero, the Federal Funds Rate will be deemed to be zero.


 


"Fee
Letter" means any letter or letters dated 9 December 2019, 1 July 2020, 27 May 2021 or on or about the date of the 2021 Amendment
and Restatement Agreement between, as the case may be, an Arranger(s) and the Company, each of the Agents and the Security Agent and
the Company or the Company and the Custodians and Collateral Monitor setting out any of the fees referred to in Clause ‎‎13
(Fees) or otherwise required to be paid in accordance with the Finance Documents.


 


"Finance
Document" means this Agreement, the 2021 Amendment and Restatement Agreement, any Fee Letter, any Security Document, any Accordion
Increase Request, any Accordion Increase Confirmation, any RFR Supplement, any Compounding Methodology Supplement and any other
document designated as such by the Facility Agent and the Company.


 


"Finance Party" means
the Facility Agent, the Security Agent, a Swingline Agent, an Arranger or a Lender.


 






    11 


     


    

 


"Financial Indebtedness"
means any indebtedness for or in respect of:


 


		(a)	moneys
                                            borrowed;



 


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



 


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



 


		(d)	the
                                            amount of any liability in respect of any lease or hire purchase contract which would, in
                                            accordance with GAAP, be treated as a balance sheet liability;



 


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



 


		(f)	any
                                            amount raised under any other transaction (including any forward sale or purchase agreement)
                                            of a type not referred to in any other paragraph of this definition having the commercial
                                            effect of a borrowing;



 


		(g)	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 (or, if any actual amount is due as a result of the termination
                                            or close-out of that derivative transaction, that amount) shall be taken into account);



 


		(h)	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; and



 


		(i)	the
                                            amount of any liability in respect of any guarantee or indemnity for any of the items referred
                                            to in paragraphs (a) to (h) above.



 


"Financial
Instrument" has the meaning given to it in paragraph 18.7(a) of Part I of Schedule 6 (Borrowing Base).


 


"Financial Quarter"
means the period commencing on the day after one Quarter Date and ending on the next Quarter Date.


 


"Funding
Rate" means any individual rate notified by a Lender to the relevant Agent pursuant to paragraph (a)(ii) of Clause ‎‎12.3
(Cost of funds – Revolving Loans); or paragraph (a)(ii) of Clause 12.5 (Cost of funds – Swingline Loans).


 


"GAAP" means:


 


		(a)	in
                                            relation to the Company, generally accepted accounting principles, standards and practices
                                            in the Netherlands, including IFRS; and



 


		(b)	in
                                            relation to the Guarantor, generally accepted accounting principles standards and practices
                                            in the United States.



 


"Group" means the
Company and its Subsidiaries for the time being.


 


"Guarantor Material Adverse
Effect" means:


 


		(a)	a
                                            material adverse effect upon the operations, business or financial condition of the Cboe
                                            Group;



 


		(b)	a
                                            material impairment of the Guarantor to perform its payment obligations under any Finance
                                            Document to which it is a party; or



 


		(c)	a
                                            material adverse effect upon the validity or enforceability against the Guarantor of any
                                            Finance Document to which it is a party, subject in each case to the Legal Reservations.



 






    12 


     


    

 


"Guarantor
Repeating Representations" means each of the representations set out in Clauses 21.1 (Status), Clause 21.2 (Binding
obligations), paragraph (c) of Clause 21.3 (Non-conflict with other obligations), Clause 21.4 (Power and authority),
Clause 21.5 (Validity and admissibility in evidence), Clause 21.6 (Governing law and enforcement), Clause 21.11 (Pari
passu ranking), Clause 21.12 (US regulation), Clause 21.13 (Solvency) and Clause 21.14 (Sanctions and anti-corruption).


 


"Hedging Agreement"
means any agreement in respect of any swap, forward, future or derivative transaction or option or similar agreement.


 


"Historic
Primary Term Rate" means, in relation to any Term Rate Revolving Loan, the most recent applicable Primary Term Rate 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 one day before the Quotation
Day.


 


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


 


"IFRS" means International
Accounting Standards, International Financial Reporting Standards and related Interpretations, together with any future standards and
related interpretations issued or adopted by the International Accounting Standards Board, in each case as amended and to the extent
applicable to the relevant financial statements.


 


"Impaired Agent"
means an 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)	that
                                            Agent otherwise rescinds or repudiates a Finance Document;



 


		(c)	(if
                                            that Agent is also a Lender) it is a Defaulting Lender (and, in the case of the events and
                                            circumstances referred to in paragraph (a) of the definition of "Defaulting Lender",
                                            none of the exceptions referred to in that definition apply); or



 


		(d)	an
                                            Insolvency Event has occurred and is continuing with respect to that 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)	that
                                            Agent is disputing in good faith whether it is contractually obliged to make the payment
                                            in question.



 


"Increase Confirmation"
means a confirmation substantially in the form set out in Schedule 9 (Form of Increase Confirmation).


 


"Increase
Lender" has the meaning given to it in paragraph (a)(i) of Clause ‎‎2.2 (Increase).


 


"Information Memorandum"
means the document in the form approved by the Company concerning the Company and the Guarantor which, at the Company's request and on
its behalf, was prepared in relation to this transaction and distributed by the Co-ordinator to selected financial institutions before
1 July 2020.


 


"Insolvency Event" in
relation to a Finance Party means the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager
or other similar officer in respect of that person or all or substantially all of that Finance Party's assets or any analogous procedure
or step is taken in any jurisdiction with respect to that Finance Party.


 






    13 


     


    

 


"Interest
Period" means, in relation to a Loan, each period determined in accordance with Clause ‎‎11 (Interest Periods)
and, in relation to an Unpaid Sum, each period determined in accordance with Clause ‎‎10.6 (Default interest).


 


"Interim
Period" has the meaning given to it in paragraph 18.7(a) of Part I of Schedule 6 (Borrowing Base).


 


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


 


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



 


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



 


each as of the Quotation Day.


 


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


 


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



 


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


    



 


each of which is as of a
day which is no more than three days before the Quotation Day. 


 


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


 


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



 


		(b)	the
                                            applicable Primary Term Rate for the shortest period (for which that Primary Term Rate is
                                            available) which exceeds the Interest Period of that Loan, each as of the Quotation Time.



 


"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 insolvency, reorganisation and other
                                            laws generally affecting the rights of creditors;



 


		(b)	the
                                            time barring of claims under the Limitation Act 1980 or the Foreign Limitation Periods Act
                                            1984, or any similar legislation (including the customary, common or other laws applicable
                                            under the laws of any Relevant Jurisdiction), the possibility that an undertaking to assume
                                            liability for or indemnify a person against non-payment of UK stamp duty may be void and
                                            defences of set-off or counterclaim;



 


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



 


		(d)	any
                                            other matters which are set out as qualifications or reservations as to matters of law of
                                            general application in any legal opinion delivered to the Facility Agent pursuant to Clause
                                            4.1 (Initial conditions precedent).



 






    14 


     


    

 


"Lender" means a Revolving
Facility A Lender, Revolving Facility B Lender, Revolving Facility C Lender, a Revolving Facility D Lender, a Revolving Facility E Lender,
a Revolving Facility F Lender, a Swingline Facility A Lender, a Swingline Facility B Lender, a Swingline Facility C Lender, a Swingline
Facility D Lender, a Swingline Facility E Lender or a Swingline Facility F Lender.


 


"Link Agreement"
has the meaning given to it in the Rules.


 


"Liquidity Financing"
means any facility or funding made available to the Company by a provider of liquidity for the purposes of assisting the Company in financing
the operation of the Clearing System.


 


"LMA" means the Loan
Market Association.


 


"Loan"
means a Revolving Facility A Loan, Revolving Facility B Loan, Revolving Facility C Loan, a Revolving Facility D Loan, a Revolving
Facility E Loan, a Revolving Facility F Loan, a Swingline Facility A Loan, Swingline Facility B Loan, a Swingline Facility C Loan, a
Swingline Facility D Loan, a Swingline Facility E Loan or a Swingline Facility F Loan.


 


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


 


"Lookback Period"
means the number of days specified as such in the applicable RFR Terms.


 


"Majority Lenders" means
a Lender or Lenders whose Revolving Facility Commitments aggregate more than 662/3 per cent. of the Total Revolving
Facility Commitments (or, if the Total Revolving Facility Commitments have been reduced to zero, aggregated more than 662/3
per cent. of the Total Revolving Facility Commitments immediately prior to the reduction).


 


"Margin" means 1.75
per cent. per annum.


 


"Margin
Amount" has the meaning given to it in paragraph 18.7(a) of Part I of Schedule 6 (Borrowing Base).


 


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


 


"Material Adverse Effect"
means a material adverse effect on:


 


		(a)	the
                                            business, financial condition or operations of the Group taken as a whole;



 


		(b)	the
                                            ability of the Obligors (taken as a whole) to perform any of their payment or other obligations
                                            under any Finance Document;



 


		(c)	subject
                                            to any Legal Reservations, the validity or enforceability of any Finance Document; or



 


		(d)	subject
                                            to any Perfection Requirements and any Legal Reservations, the validity or enforceability
                                            of any Security expressed to be created pursuant to any Security Document or on the priority
                                            and ranking of any of that Security.



 






    15 


     


    

 


"Month" means, in relation
to an Interest Period (or any other period for the accrual of commission or fees in a currency), a period starting on one day in a calendar
month and ending on the numerically corresponding day in the next calendar month:


 


		(a)	in
                                            relation to an Interest Period for any RFR Loan, the rules specified as Business Day Conventions
                                            in the applicable RFR Terms shall apply; and



 


		(b)	in
                                            relation to an Interest Period for any Term Rate Revolving Loan (or any other period for
                                            the accrual of commission or fees) for which there are rules specified as "Business
                                            Day Conventions" in respect of that currency in Schedule 13 (Term Rate Terms),
                                            those rules shall apply, provided that the rules above will only apply to the last Month
                                            of any period.



 


"Net
Worth" means, at any time in relation to the Guarantor, the Guarantor's stockholders' equity determined in accordance
with GAAP in effect at that time (as modified pursuant to any requirement of federal or state law of the United States or any rule or
regulation of any United States federal or state governmental authority, including any applicable rule or regulation of the Securities
and Exchange Commission).


 


"New
Lender" has the meaning given to it in paragraph (b) of Clause 26.1 (Assignments and transfers by the Lenders).


 


"New York Business Day"
means a day (other than a Saturday or a Sunday) on which banks are open for general business in New York City.


 


"NIBOR"
means, in relation to any Loan in Norwegian Krone:


 


		(a)	the
                                            applicable Primary Term Rate as of the applicable Specified Time for Norwegian Krone and
                                            for a period equal in length to the Interest Period of that Loan; or



 


		(b)	as
                                            otherwise determined pursuant to Clause ‎‎12.1(Interest
                                            calculation if no Primary Term Rate – Revolving Loans) or Clause 12.4 (Interest
                                            calculation if no Swingline Rate – Swingline Loans),



 


and if, in either case,
that rate is less than zero, NIBOR shall be deemed to be zero. 


 


"Non-Eligible
Equity" has the meaning given to it in paragraph 18.7(a) of Part I of Schedule 6 (Borrowing Base).


 


"Nordic Currency"
means Danish Krone, Norwegian Krone and Swedish Krona.


 


"Norwegian Krone Swingline
Loan" means a Swingline Loan denominated in Norwegian Krone.


 


"Obligor"
means the Company or the Guarantor.


 


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


 


"Optional Currency Swingline
Loan" means a Swingline Loan denominated in an Optional Currency other than euro, sterling, U.S. dollars, Swiss Francs or Danish
Krone/Norwegian Krone/Swedish Krona.


 


"Original
Financial Statements" means:


 


		(a)	in
                                            relation to the Company, the audited consolidated financial statements of the Group for the
                                            financial year ended 31 December 2020; and



 


		(b)	in
                                            relation to the Guarantor, its audited consolidated financial statements for its financial
                                            year ended 31 December 2020.



 


"Original Lender"
means an Original Revolving Lender or an Original Swingline Lender.


 


"Original
Revolving Facility A Lender" means a Lender listed in Part I of Schedule 1 (The Original Lenders) as having a Revolving
Facility A Commitment.


 


"Original
Revolving Facility B Lender" means a Lender listed in Part I of Schedule 1 (The Original Lenders) as having a
Revolving Facility B Commitment.


 






    16 


     


    

 


"Original
Revolving Facility C Lender" means a Lender listed in Part I of Schedule 1 (The Original Lenders) as having a
Revolving Facility C Commitment.


 


"Original
Revolving Facility D Lender" means a Lender listed in Part I of Schedule 1 (The Original Lenders) as having a
Revolving Facility D Commitment.


 


"Original
Revolving Facility E Lender" means a Lender listed in Part I of Schedule 1 (The Original Lenders) as having a
Revolving Facility E Commitment.


 


"Original
Revolving Facility F Lender" means a Lender listed in Part I of Schedule 1 (The Original Lenders) as having a
Revolving Facility F Commitment.


 


"Original Revolving Lender"
means an Original Revolving Facility A Lender, Original Revolving Facility B Lender, Original Revolving Facility C Lender, Original Revolving
Facility D Lender, Original Revolving Facility E Lender or Original Revolving Facility F Lender.


 


"Original Security Agreements"
means each of:


 


		(a)	the
                                            English law governed security document dated 1 July 2020 between the Company and the Security
                                            Agent;



 


		(b)	the
                                            Irish law governed security document dated 1 July 2020 between the Company and the Security
                                            Agent; and



 


		(c)	the
                                            Swedish law governed security document dated 1 July 2020 between the Company and the Security
                                            Agent.



 


"Original
Swingline Facility A Lender" means a Lender listed in Part II of Schedule 1 (The Original Lenders) as having a
Swingline Facility A Commitment.


 


"Original
Swingline Facility B Lender" means a Lender listed in Part II of Schedule 1 (The Original Lenders) as having a
Swingline Facility B Commitment.


 


"Original
Swingline Facility C Lender" means a Lender listed in Part II of Schedule 1 (The Original Lenders) as having a
Swingline Facility C Commitment.


 


"Original
Swingline Facility D Lender" means a Lender listed in Part II of Schedule 1 (The Original Lenders) as having a
Swingline Facility D Commitment.


 


"Original
Swingline Facility E Lender" means a Lender listed in Part II of Schedule 1 (The Original Lenders) as having a
Swingline Facility E Commitment.


 


"Original
Swingline Facility F Lender" means a Lender listed in Part II of Schedule 1 (The Original Lenders) as having a
Swingline Facility F Commitment.


 


"Original
Swingline Lender" means an Original Swingline Facility A Lender, Original Swingline Facility B Lender, Original Swingline
Facility C Lender, Original Swingline Facility D Lender, Original Swingline Facility E Lender, or an Original Swingline Facility F Lender.


 


"Outstanding
Facility Amount" has the meaning given to it in paragraph 18.7(a) of Part I of Schedule 6 (Borrowing Base).


 


"Overall Commitment"
of a Lender means in relation to each Revolving Facility:


 


		(a)	its
                                            Revolving Facility Commitment in relation to that Facility; or



 


		(b)	in
                                            the case of a Swingline Lender which does not have a Revolving Facility Commitment in relation
                                            to that Revolving Facility, the Revolving Facility Commitment of its Related Lender in relation
                                            to that Facility.



 






    17 


     


    

 


"Participating Member State"
means any member state of the European Union that adopts or has adopted, and in each case continues to adopt, 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 the appropriate registrations, filings or notifications of the Security Documents as specifically
contemplated by any legal opinion delivered pursuant to Clause 4 (Conditions of Utilisation).


 


"Primary
Term Rate" means for a currency and the applicable category of Loan, the rate specified as such in Schedule 13 (Term
Rate Terms).


 


"Proposed
Loan" has the meaning given to it in paragraph 7(a)(ii) (Utilisation Date disbursement procedures – Revolving
Loans and Swingline Loans) of Part I of Schedule 6 (Borrowing Base).


 


"Published Rate"
means:


 


		(a)	the
                                            Alternative Term Rate for any Quoted Tenor;



 


		(b)	the
                                            Benchmark Rate for any Quoted Tenor;



 


		(c)	an
                                            RFR; or



 


		(d)	an
                                            interest rate which is a constituent element of the rates described in paragraphs (a) to
                                            (c) above.



 


"Published Rate Replacement
Event" means, in relation to a Published Rate:


 


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



 


		(b)	



 


		(i)	



 


		(A)	the
                                            administrator of that Published 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 Published Rate
                                            is insolvent,



 


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


 


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



 


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



 


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



 


		(v)	in
                                            the case of the Primary Term Rate for any Quoted Tenor for a currency to which Schedule 13
                                            (Term Rate Terms) applies or the Swingline Rate in respect of U.S. Dollars, the supervisor
                                            of the administrator of that rate makes a public announcement or publishes information:



 






    18 


     


    

 


		(A)	stating
                                            that that rate for that Quoted Tenor is no longer, or as of a specified future date will
                                            no longer be, representative of the underlying market or economic reality that it is intended
                                            to measure and that representativeness will not be restored (as determined by such supervisor);
                                            and



 


		(B)	with
                                            awareness that any such announcement or publication will engage certain triggers for fallback
                                            provisions in contracts which may be activated by any such pre-cessation announcement or
                                            publication;



 


		(c)	the
                                            administrator of that Published Rate (or the administrator of an interest rate which is a
                                            constituent element of that Published Rate) determines that that Published 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
                                            Published Rate is calculated in accordance with any such policy or arrangement for a period
                                            no less than one month; or



 


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



 


"Qualifying Central Counterparty"
means a central counterparty that has been either authorised in accordance with Article 14 of EMIR or recognised in accordance with Article
25 of EMIR.


 


"Quarter Date" means
each of 31 March, 30 June, 30 September and 31 December.


 


"Quotation
Day" means, in relation to any period for which an interest rate is to be determined the day specified as such for that currency
in Schedule 13 (Term Rate Terms).


 


"Quotation
Time" means the relevant time (if any) specified as such in Schedule 13 (Term Rate Terms).


 


"Quoted Tenor"
means, in relation to a Primary Term Rate or an Alternative Term Rate, any period for which that rate is customarily displayed on the
relevant page or screen of an information service.


 


"Receiver" means
a receiver or receiver and manager or administrative receiver of the whole or any part of the Security Assets.


 


"Reference Rate Terms"
means, in relation to:


 


		(a)	a
                                            currency;



 


		(b)	a
                                            Loan or an Unpaid Sum in that currency;



 


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



 


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



 


the
terms set out for that currency, and (where such terms are set out for different categories of Loan, Unpaid Sum or accrual of commission
of fees in that currency) for the applicable category of that Loan, Unpaid Sum or accrual, in Clause 1.1 (Definitions),
Schedule 13 (Term Rate Terms) or Schedule 14 (RFR Terms) or in any relevant RFR Supplement, as applicable.


 






    19 


     


    

 


"Regulation T, U or X"
means Regulation T, U or X, as the case may be, of the Federal Reserve Board, as from time to time in effect and all official rulings
and interpretations thereunder or thereof.


 


"Regulatory Authorisation"
means any Authorisation required under any law or regulation or by or from any Regulatory Authority necessary or material to the conduct
of the business of the Company and its Subsidiaries as it is being conducted from time to time and to comply with its obligations under
the Finance Documents.


 


"Regulatory Authority"
means:


 


		(a)	the
                                            DNB;



 


		(b)	the
                                            AFM; and/or



 


		(c)	any
                                            governmental, inter-governmental or supranational body, agency or department, or any regulatory,
                                            self-regulatory or other authority or organisation of or in the European Economic Area or
                                            any other country or jurisdiction in which the Company operates or provides services, or
                                            in which those securities supported by it are settled, from time to time.



 


"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.


 


"Related Lender"
means:


 


		(a)	in
                                            relation to each Revolving Facility, in the case of a Revolving Lender which does not have
                                            a Swingline Commitment related to that Revolving Facility, the Affiliate or branch of that
                                            Lender which has such a Swingline Commitment; and



 


		(b)	in
                                            the case of a Swingline Lender which does not have a Revolving Facility Commitment in respect
                                            of the Revolving Facility related to that Swingline Facility, the Affiliate or branch of
                                            that Lender which has such a Revolving Facility Commitment.



 


"Relevant
Delivery Date" has the meaning given to it in paragraph (b) of Clause 23.18 (Tangible Net Worth and Guarantor Net
Worth).


 


"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 its business; and



 


		(d)	any
                                            jurisdiction whose laws govern the perfection of the Transaction Security.



 


"Relevant Market"
means:


 


		(a)	subject
                                            to paragraph (b) below:



 


		(i)	in
                                            relation to a U.S. Dollar Swingline Loan, the London interbank market;



 


		(ii)	in
                                            relation to a Euro Swingline Loan, the euro wholesale market;



 






    20 


     


    

 


		(iii)	in
                                            relation to a Nordic Currency and a Euro Revolving Loan, the market specified as such in
                                            respect of that currency in Schedule 13 (Term Rate Terms); and



 


		(b)	in
                                            relation to a currency and applicable category of Loan to which Schedule 14 (RFR Terms)
                                            applies, the market specified as such in the applicable RFR Terms.



 


"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.


 


"Repayment Date" means,
in relation to a Loan, the date specified as the Repayment Date in the Utilisation Request for that Loan (or, if that day is not a Business
Day, or (in the case of a Swingline Loan) a Swingline Business Day, the immediately preceding Business Day or Swingline Business Day
(as the case may be)).


 


"Repeating Representations"
means the Company Repeating Representations and the Guarantor Repeating Representations.


 


"Replacement Reference Rate"
means a reference rate which is:


 


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



 


		(i)	the
                                            administrator of that Published Rate (provided that the market and the economic reality
                                            that such reference rate measures is the same as that measured by that Published 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 Reference
Rate" 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 Published
                                            Rate; or



 


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



 


"Reporting Day" means
the day (if any) specified as such in the applicable RFR Terms.


 


"Reporting Time"
means the relevant time (if any) specified as such in the applicable RFR Terms.


 


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


 


"Required
Value" has the meaning given to it in paragraph 18.7(a) of Part I of Schedule 6 (Borrowing Base).


 


"Required
Value Notice" has the meaning given to it in paragraph 18.7(a) of Part I of Schedule 6 (Borrowing Base).


 


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


 






    21 


     


    

 



  


"Restricted Payment"
means:


 


		(a)	any
                                            dividend or other distribution (whether in cash, securities or other property) with respect
                                            to any shares or any class of capital stock of the Company or any other member of the Group;



 


		(b)	any
                                            payment (whether in cash, securities or other property), including any sinking fund or similar
                                            deposit on account of the purchase, redemption, retirement, acquisition, cancellation or
                                            termination of any such shares of capital stock of the Company or any other member of the
                                            Group;



 


		(c)	any
                                            option warrant or other right to acquire any such shares of capital stock of the Company
                                            or any other member of the Group;



 


		(d)	any
                                            voluntary rebate to any Clearing Participant or to any Co-operating Clearing House; or



 


		(e)	any
                                            payment to any Clearing Participant or to any Co-operating Clearing House, other than as
                                            contemplated in, and in accordance with, the Rules.



 


"Revolving Facility"
means Revolving Facility A, Revolving Facility B, Revolving Facility C, Revolving Facility D, Revolving Facility E or Revolving Facility
F.


 


"Revolving
Facility A" means the revolving loan facility made available under this Agreement as described in paragraph (a)(i) of
Clause 2.1 (The Facility) and incorporating as an option, the Swingline Facility A.


 


"Revolving Facility A Commitment"
means:


 


		(a)	in
                                            relation to an Original Revolving Lender, the amount in the Base Currency set opposite its
                                            name under the heading "Revolving Facility A Commitment" in Part I of Schedule
                                            1 (The Original Lenders) and the amount of any other Revolving Facility A Commitment
                                            transferred to it under this Agreement, assumed by it in accordance with Clause 2.2 (Increase)
                                            or assumed by it in accordance with Clause 2.3 (Increase – Accordion Option);
                                            and



 


		(b)	in
                                            relation to any other Revolving Lender, the amount in the Base Currency of any Revolving
                                            Facility A Commitment transferred to it under this Agreement, assumed by it in accordance
                                            with Clause 2.2 (Increase) or assumed by it in accordance with Clause 2.3 (Increase
                                            – Accordion Option),



 


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


 


"Revolving Facility A Lender"
means:


 


		(a)	any
                                            Original Revolving Facility A Lender; and



 


		(b)	any
                                            bank, financial institution, trust, fund or other entity which has become a Party as a "Revolving
                                            Facility A Lender" in accordance with Clause 2.2 (Increase), Clause 2.3 (Increase
                                            – Accordion Option) or Clause 26 (Changes to the Lenders),



 


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


 


"Revolving
Facility A Loan" means a loan made or to be made under the Revolving Facility A (other than a Swingline Loan) or the principal
amount outstanding for the time being of that loan.


 






    22 


     


    

 


"Revolving
Facility B" means the revolving loan facility made available under this Agreement as described in paragraph (a)(ii) of
Clause 2.1 (The Facility) and incorporating as an option, the Swingline Facility B.


 


"Revolving
Facility B Commitment" means:


 


		(a)	in
                                            relation to an Original Revolving Lender, the amount in the Base Currency set opposite its
                                            name under the heading "Revolving Facility B Commitment" in Part I of Schedule
                                            1 (The Original Lenders) and the amount of any other Revolving Facility B Commitment
                                            transferred to it under this Agreement, assumed by it in accordance with Clause 2.2 (Increase)
                                            or assumed by it in accordance with Clause 2.3 (Increase – Accordion Option);
                                            and



 


		(b)	in
                                            relation to any other Revolving Lender, the amount in the Base Currency of any Revolving
                                            Facility B Commitment transferred to it under this Agreement, assumed by it in accordance
                                            with Clause 2.2 (Increase) or assumed by it in accordance with Clause 2.3 (Increase
                                            – Accordion Option),



 


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


 


"Revolving
Facility B Lender" means:


 


		(a)	any
                                            Original Revolving Facility B Lender; and



 


		(b)	any
                                            bank, financial institution, trust, fund or other entity which has become a Party as a "Revolving
                                            Facility B Lender" in accordance with Clause 2.2 (Increase), Clause 2.3 (Increase
                                            – Accordion Option) or Clause 26 (Changes to the Lenders),



 


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


 


"Revolving
Facility B Loan" means a loan made or to be made under the Revolving Facility B Loan (other than a Swingline Loan) or the principal
amount outstanding for the time being of that loan.


 


"Revolving
Facility C" means the revolving loan facility made available under this Agreement as described in paragraph (a)(iii)
of Clause 2.1 (The Facility) and incorporating as an option, the Swingline Facility C.


 


"Revolving
Facility C Commitment" means:


 


		(a)	in
                                            relation to an Original Revolving Lender, the amount in the Base Currency set opposite its
                                            name under the heading "Revolving Facility C Commitment" in Part I of Schedule
                                            1 (The Original Lenders) and the amount of any other Revolving Facility C Commitment
                                            transferred to it under this Agreement, assumed by it in accordance with Clause 2.2 (Increase)
                                            or assumed by it in accordance with Clause 2.3 (Increase – Accordion Option);
                                            and



 


		(b)	in
                                            relation to any other Revolving Lender, the amount in the Base Currency of any Revolving
                                            Facility C Commitment transferred to it under this Agreement, assumed by it in accordance
                                            with Clause 2.2 (Increase) or assumed by it in accordance with Clause 2.3 (Increase
                                            – Accordion Option),



 


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


 


"Revolving Facility C Lender"
means:


 


		(a)	any
                                            Original Revolving Facility C Lender; and



 


		(b)	any
                                            bank, financial institution, trust, fund or other entity which has become a Party as a "Revolving
                                            Facility C Lender" in accordance with Clause ‎‎2.2 (Increase), Clause
                                            2.3 (Increase – Accordion Option) or Clause ‎‎27 (Changes to the
                                            Lenders),



 


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


 






    23 


     


    

 


"Revolving Facility C Loan"
means a loan made or to be made under the Revolving Facility C Loan (other than a Swingline Loan) or the principal amount outstanding
for the time being of that loan.


 


"Revolving Facility Commitments"
means a Revolving Facility A Commitment, a Revolving Facility B Commitment, a Revolving Facility C Commitment, a Revolving Facility D
Commitment a Revolving Facility E Commitment or a Revolving Facility F Commitment.


 


"Revolving
Facility D" means the revolving loan facility made available under this Agreement as described in paragraph (a)(iv) of
Clause 2.1 (The Facility) and incorporating as an option, the Swingline Facility D.


 


"Revolving Facility D Commitment"
means:


 


		(a)	in
                                            relation to an Original Revolving Lender, the amount in the Base Currency set opposite its
                                            name under the heading "Revolving Facility D Commitment" in Part I of Schedule
                                            1 (The Original Lenders) and the amount of any other Revolving Facility D Commitment
                                            transferred to it under this Agreement, assumed by it in accordance with Clause 2.2 (Increase)
                                            or assumed by it in accordance with Clause 2.3 (Increase – Accordion Option);
                                            and



 


		(b)	in
                                            relation to any other Revolving Lender, the amount in the Base Currency of any Revolving
                                            Facility D Commitment transferred to it under this Agreement, assumed by it in accordance
                                            with Clause 2.2 (Increase) or assumed by it in accordance with Clause 2.3 (Increase
                                            – Accordion Option),



 


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


 


"Revolving Facility D Lender"
means:


 


		(a)	any
                                            Original Revolving Facility D Lender; and



 


		(b)	any
                                            bank, financial institution, trust, fund or other entity which has become a Party as a "Revolving
                                            Facility D Lender" in accordance with Clause 2.2 (Increase), Clause 2.3 (Increase
                                            – Accordion Option) or Clause 26 (Changes to the Lenders),



 


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


 


"Revolving
Facility D Loan" means a loan made or to be made under the Revolving Facility D (other than a Swingline Loan) or the principal
amount outstanding for the time being of that loan.


 


"Revolving
Facility E" means the revolving loan facility made available under this Agreement as described in paragraph (a)(v) of
Clause 2.1 (The Facility) and incorporating as an option, the Swingline Facility E.


 


"Revolving Facility E Commitment"
means:


 


		(a)	in
                                            relation to an Original Revolving Lender, the amount in the Base Currency set opposite its
                                            name under the heading "Revolving Facility E Commitment" in Part I of Schedule
                                            1 (The Original Lenders) and the amount of any other Revolving Facility E Commitment
                                            transferred to it under this Agreement, assumed by it in accordance with Clause 2.2 (Increase)
                                            or assumed by it in accordance with Clause 2.3 (Increase – Accordion Option);
                                            and



 


		(b)	in
                                            relation to any other Revolving Lender, the amount in the Base Currency of any Revolving
                                            Facility E Commitment transferred to it under this Agreement, assumed by it in accordance
                                            with Clause 2.2 (Increase) or assumed by it in accordance with Clause 2.3 (Increase
                                            – Accordion Option),



 


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


 






    24 


     


    

 


"Revolving Facility E Lender"
means:


 


		(a)	any
                                            Original Revolving Facility E Lender; and



 


		(b)	any
                                            bank, financial institution, trust, fund or other entity which has become a Party as a "Revolving
                                            Facility E Lender" in accordance with Clause 2.2 (Increase), Clause 2.3 (Increase
                                            – Accordion Option) or Clause 26 (Changes to the Lenders),



 


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


 


"Revolving Facility E Loan"
means a loan made or to be made under the Revolving Facility E Loan (other than a Swingline Loan) or the principal amount outstanding
for the time being of that loan.


 


"Revolving
Facility F" means the revolving loan facility made available under this Agreement as described in paragraph 2.1(a)(vi)
of Clause 2.1 (The Facility) and incorporating as an option, the Swingline Facility F.


 


"Revolving Facility F Commitment"
means:


 


		(a)	in
                                            relation to an Original Revolving Lender, the amount in the Base Currency set opposite its
                                            name under the heading "Revolving Facility F Commitment" in Part I of Schedule
                                            1 (The Original Lenders) and the amount of any other Revolving Facility F Commitment
                                            transferred to it under this Agreement, assumed by it in accordance with Clause 2.2 (Increase)
                                            or assumed by it in accordance with Clause 2.3 (Increase – Accordion Option);
                                            and



 


		(b)	in
                                            relation to any other Revolving Lender, the amount in the Base Currency of any Revolving
                                            Facility F Commitment transferred to it under this Agreement, assumed by it in accordance
                                            with Clause 2.2 (Increase) or assumed by it in accordance with Clause 2.3 (Increase
                                            – Accordion Option),



 


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


 


"Revolving Facility F Lender"
means:


 


		(a)	any
                                            Original Revolving Facility F Lender; and



 


		(b)	any
                                            bank, financial institution, trust, fund or other entity which has become a Party as a "Revolving
                                            Facility F Lender" in accordance with Clause 2.2 (Increase), Clause 2.3 (Increase
                                            – Accordion Option) or Clause 26 (Changes to the Lenders),



 


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


 






    25 


     


    

 


"Revolving Facility F Loan"
means a loan made or to be made under the Revolving Facility F Loan (other than a Swingline Loan) or the principal amount outstanding
for the time being of that loan.


 


"Revolving Lender"
means:


 


		(a)	any
                                            Original Revolving Lender; or



 


		(c)	any
                                            bank, financial institution, trust, fund or other entity which has become a Party as a "Revolving
                                            Lender" in accordance with Clause ‎‎2.2 (Increase), Clause 2.3 (Increase
                                            – Accordion Option) or Clause ‎‎26 (Changes to the Lenders),



 


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


 


"Revolving Loan" means
a Revolving Facility A Loan, a Revolving Facility B Loan, Revolving Facility C Loan, a Revolving Facility D Loan, a Revolving Facility
E Loan or a Revolving Facility F Loan.


 


"Revolving Loan Rate"
means:


 


		(a)	in
                                            relation to an RFR Banking Day during the Interest Period of a RFR Revolving Loan:



 


		(i)	in
                                            respect of a Revolving Loan in sterling, Swiss Francs or U.S. Dollar, the percentage rate
                                            per annum which is the aggregate of:



 


		(A)	the
                                            Daily Non-Cumulative Compounded RFR Rate for that RFR Banking Day; and



 


		(B)	the
                                            applicable Credit Adjustment Spread;



 


		(b)	in
                                            relation to a Term Rate Revolving Loan in euro or a Nordic Currency, the Benchmark Rate for
                                            that currency.



 


"Revolving Loan RFR Rate"
means the rate specified in paragraph (a) of the definition of “Revolving Loan Rate”.


 


"Revolving
Loan Term Rate" means:


 


		(a)	in
                                            respect of a Revolving Loan denominated in a Nordic Currency, the Benchmark Rate for that
                                            currency;



 


		(b)	in
                                            respect of a Euro Revolving Loan, the Benchmark Rate for euro,



 


and if, in each
case, that rate is less than zero, the Revolving Loan Term Rate shall be deemed to be zero.


 


"RFR" means the risk
free rate specified as such in the applicable RFR Terms.


 


"RFR Banking Day"
means any day specified as such in the applicable RFR Terms.


 


"RFR Interest Payment"
means the aggregate amount of interest that:


 


		(a)	is,
                                            or is scheduled to become, payable under any Finance Document; and



 


		(b)	relates
                                            to an RFR Revolving Loan.



 


"RFR
Loan" means any RFR Revolving Loan, Sterling Swingline Loan or Swiss Francs Swingline Loan.


 


"RFR
Revolving Loan" means any Revolving Loan or, if applicable, Unpaid Sum, denominated in sterling, U.S. Dollar or Swiss
Francs.


 


"RFR Supplement"
means, in relation to any currency to which RFR Terms apply, a document which:


 


		(a)	is
                                            agreed in writing by the Company, the Facility Agent (in its own capacity) and the Facility
                                            Agent (acting on the instructions of a Lender or Lenders whose Revolving Facility Commitments
                                            or Swingline Facility Commitments (as applicable) for an RFR Loan in that currency aggregate
                                            more than 662/3 per cent. of the Total Revolving Facility Commitments
                                            or the Total Swingline Commitments (as applicable) for an RFR Loan in which that currency
                                            may be utilised) or, in the case of any RFR Supplement which has the effect of a reduction
                                            in the Margin, all the Lenders of an RFR Loan under which that currency may be utilised);



 


		(b)	specifies
                                            for that currency and applicable category of Loan the relevant terms which are expressed
                                            in this Agreement to be determined by reference to RFR Terms; and



 


		(c)	has
                                            been made available to the Company and each Finance Party.



 






    26 


     


    

 


"RFR Terms" means,
in relation to:


 


		(a)	an
                                            RFR Loan;



 


		(b)	a
                                            Loan or an Unpaid Sum in that currency;



 


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



 


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



 


the
risk free rate terms set out for that currency, and (where such terms are set out for different categories of Loan, Unpaid Sum or accrual
of commission or fees in that currency) for the applicable category of that Loan, Unpaid Sum or accrual, in Schedule 14 (RFR
Terms) or in any relevant RFR Supplement.


 


"Rollover Loan" means
one or more Revolving Loans:


 


		(a)	made
                                            or to be made on the same day that one or more maturing Revolving Loans is or are due to
                                            be repaid;



 


		(b)	the
                                            aggregate amount of which is equal to or less than the amount of the maturing Revolving Loan(s)
                                            (unless it is more than the maturing Revolving Loan(s) solely because it arose as a result
                                            of the operation of Clause ‎‎7.2 (Unavailability of a currency));



 


		(c)	in
                                            the same currency as the maturing Revolving Loan(s) (unless it arose as a result of the operation
                                            of Clause ‎‎7.2 (Unavailability of a currency)); and



 


		(d)	made
                                            or to be made to the Company for the purpose of refinancing the maturing Revolving Loan(s).



 


"Rules"
means the rules set out in the Clearing Rule Book, including all Clearing Regulations as in effect on the date of the 2021 Amendment
and Restatement Agreement and as may be amended, supplemented or modified from time to time.


 


"Sanctions" means any
economic or financial sanctions, trade embargoes or other similar restrictive measures imposed, enacted, administered or enforced from
time to time by any Sanctions Authority.


 


"Sanctions Authority"
means:


 


		(a)	the
                                            US government (including the US Department of State and the US Department of the Treasury
                                            (including the Office of Foreign Assets Control));



 


		(b)	the
                                            United Kingdom government (including Her Majesty's Treasury, the Foreign and Commonwealth
                                            Office and the Department for Business, Energy & Industrial Strategy);



 


		(c)	the
                                            United Nations Security Council; or



 


		(d)	the
                                            European Union (or any of its member states),



 


including, in each case, any other
governmental institution or agency of the foregoing.


 






    27 


     


    

 


"Sanctions Restricted Person"
means any person that is, or is owned or controlled (as such terms are interpreted in accordance with applicable Sanctions laws and regulations)
by one or more persons that is, (a) publicly designated by a Sanctions Authority to be the target of Sanctions, (b) a citizen of, located
or resident in, or incorporated or organised under the laws of a country or territory that is the target of country-wide or territory-wide
Sanctions or (c) otherwise the target of Sanctions.


 


"Secured Liabilities"
means all present and future liabilities and obligations at any time due, owing or incurred by an Obligor to the Secured Parties under
the Finance Documents, both actual and contingent and whether incurred solely or jointly or as principal or surety or in any other capacity
together with any of the following matters relating to or arising in respect of those liabilities and obligations:


 


		(a)	any
                                            refinancing, novation, deferral or extension;



 


		(b)	any
                                            claim for breach of representation, warranty or undertaking or on an event of default or
                                            under any indemnity given under or in connection with any document or agreement evidencing
                                            or constituting any other liability or obligation falling within this definition;



 


		(c)	any
                                            claim for damages or restitution; and



 


		(d)	any
                                            claim as a result of any recovery by an Obligor of a payment, prepayment, repayment, redemption,
                                            defeasance or discharge of those liabilities or obligations on the grounds of preference
                                            or otherwise,



 


and
any amounts which would be included in any of the above but for any discharge, non-provability, unenforceability or non-allowance of
those amounts in any insolvency or other proceedings.


 


"Secured Party" means
a Finance Party, a Receiver or any Delegate.


 


"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.


 


"Security Assets"
means all the assets which from time to time are, or are expressed to be, the subject of the Transaction Security.


 


"Security
Document" means each Original Security Agreement, each Supplemental Security Agreement, the Collateral Monitoring Deed, the
Custody Agreement and any other security document that may at any time be given as security for any of the Secured Liabilities pursuant
to or in connection with a Finance Document.


 


"Security Property"
means:


 


		(a)	the
                                            Transaction Security expressed to be granted in favour of the Security Agent as security
                                            agent for the Secured Parties and all proceeds of that Transaction Security;



 


		(b)	all
                                            obligations expressed to be undertaken by an Obligor to pay amounts in respect of the Secured
                                            Liabilities to the Security Agent as security agent for the Secured Parties and secured by
                                            the Transaction Security together with all representations and warranties and undertakings
                                            expressed to be given by an Obligor or any other person in favour of the Security Agent as
                                            security agent for the Secured Parties; and



 


		(c)	any
                                            other amounts or property, whether rights, entitlements, choses in action or otherwise, actual
                                            or contingent, which the Security Agent is required by the terms of the Finance Documents
                                            to hold as security agent for the Secured Parties.



 






    28 


     


    

 


"Specified Time"
means:


 


		(a)	in
                                            relation to an RFR Loan, a day or time determined in accordance with Schedule 8 (Timetables);
                                            and



 


		(b)	in
                                            relation to a Term Rate Revolving Loan, a day or time specified as such in respect of that
                                            currency in Schedule 13 (Term Rate Terms).



 


"Sterling Swingline Loan"
means a Swingline Loan denominated in sterling.


 


"Subsidiary"
means in relation to any company, corporation or other legal entity (a "Holding Company"), a company, corporation
or other legal entity:


 


		(a)	which
                                            is controlled, directly or indirectly, by the Holding Company;



 


		(b)	in
                                            which a majority of the voting rights are held by the Holding Company, either alone or pursuant
                                            to an agreement with others;



 


		(c)	more
                                            than half the issued share capital of which is beneficially owned, directly or indirectly,
                                            by the Holding Company; or



 


		(d)	which
                                            is a subsidiary of another Subsidiary of the Holding Company,



 


and,
for this purpose, a company, corporation or other legal entity shall be treated as being controlled by another if that other company,
corporation or other legal entity is able to determine the composition of the majority of its board of directors or equivalent
body.


 


"Supplemental Security Agreement"
means each of:


 


		(a)	the
                                            English law governed security document dated on or about the date of the 2021 Amendment and
                                            Restatement Agreement between the Company and the Security Agent; and



 


		(b)	the
                                            Irish law governed security document dated on or about the date of the 2021 Amendment and
                                            Restatement Agreement between the Company and the Security Agent.



 


"STIBOR" means, in
relation to any Loan in Swedish Krona:


 


		(a)	the
                                            applicable Primary Term Rate as of the applicable Specified Time for Swedish Krona and for
                                            a period equal in length to the Interest Period of that Loan; or



 


		(b)	as
                                            otherwise determined pursuant to Clause 12.1 (Interest calculation if no Primary Term
                                            Rate – Revolving Loans) or Clause 12.4 (Interest calculation if no Swingline
                                            Rate – Swingline Loans),



 


and if, in either
case, that rate is less than zero, STIBOR shall be deemed to be zero.


 


"Swedish Krona Swingline Loan"
means a Swingline Loan denominated in Swedish Krona.


 


"Swingline Agent"
means the U.S. Dollar Swingline Agent, the €/£ Swingline Agent, the Swiss Francs Swingline Agent, the Danish Krone/Norwegian
Krone/Swedish Krona Swingline Agent or (in respect of the Swingline Facility F Nordic Loans only) the Facility F Swingline Agent.


 






    29 


     


    

 


"Swingline Business Day"
means:


 


		(a)	in
                                            the case of a Euro Swingline Loan, a day which is any TARGET Day;



 


		(b)	in
                                            the case of a Sterling Swingline Loan, a day which is a Business Day for that currency;



 


		(c)	in
                                            the case of a U.S. Dollar Swingline Loan, a New York Business Day;



 


		(d)	in
                                            the case of a Swiss Francs Swingline Loan, any day which is a Business Day for that currency;
                                            or



 


		(e)	in
                                            the case of a Danish Krone Swingline Loan/Norwegian Krone Swingline Loan/Swedish Krona Swingline
                                            Loan, any day (other than a Saturday or a Sunday) on which banks are open for general business
                                            in Stockholm and in the principal centre of the country of that currency.



 


"Swingline Commitments"
means a Swingline Facility A Commitment, a Swingline Facility B Commitment, a Swingline Facility C Commitment, a Swingline Facility D
Commitment, a Swingline Facility E Commitment or a Swingline Facility F Commitment.


 


"Swingline Facility"
means Swingline Facility A, Swingline Facility B, Swingline Facility C, Swingline Facility D, Swingline Facility E or Swingline Facility
F.


 


"Swingline
Facility A" means the euro multicurrency swingline loan facility made available under this Agreement as described in paragraph
(b)(i) of Clause 2.1 (The Facility).


 


"Swingline Facility A Commitment"
means:


 


		(a)	in
                                            relation to an Original Swingline Lender, the amount in the Base Currency set out opposite
                                            its name under the heading "Swingline Facility A Commitment" in Part II of Schedule
                                            1 (The Original Lenders) and the amount of any other Swingline Facility A Commitment
                                            transferred to it under this Agreement, assumed by it in accordance with Clause 2.2 (Increase)
                                            or assumed by it in accordance with Clause 2.3 (Increase – Accordion Option);
                                            and



 


		(b)	in
                                            relation to any other Swingline Lender, the amount in the Base Currency of any Swingline
                                            Facility A Commitment transferred to it under this Agreement, assumed by it in accordance
                                            with Clause 2.2 (Increase) or assumed by it in accordance with Clause 2.3 (Increase
                                            – Accordion Option),



 


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


 


"Swingline Facility A Lender"
means:


 


		(a)	an
                                            Original Swingline Facility A Lender; or



 


		(b)	any
                                            bank or financial institution, trust, fund or other entity which has become a Swingline Facility
                                            A Lender in accordance with Clause 2.2 (Increase), Clause 2.3 (Increase –
                                            Accordion Option) or Clause 27 (Changes to the Lenders),



 


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


 


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


 


"Swingline
Facility B" means the euro multicurrency swingline loan facility made available under this Agreement as described in paragraph
(b)(ii) of Clause 2.1 (The Facility).


 






    30 


     


    

 


"Swingline
Facility B Commitment" means:


 


		(a)	in
                                            relation to an Original Swingline Lender, the amount in the Base Currency set out opposite
                                            its name under the heading "Swingline Facility B Commitment" in Part II of Schedule
                                            1 (The Original Lenders) and the amount of any other Swingline Facility B Commitment
                                            transferred to it under this Agreement, assumed by it in accordance with Clause 2.2 (Increase)
                                            or assumed by it in accordance with Clause 2.3 (Increase – Accordion Option);
                                            and



 


		(b)	in
                                            relation to any other Swingline Lender, the amount in the Base Currency of any Swingline
                                            Facility B Commitment transferred to it under this Agreement, assumed by it in accordance
                                            with Clause 2.2 (Increase) or assumed by it in accordance with Clause 2.3 (Increase
                                            – Accordion Option),



 


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


 


"Swingline Facility B Lender"
means:


 


		(a)	an
                                            Original Swingline Facility B Lender; or



 


		(b)	any
                                            bank or financial institution, trust, fund or other entity which has become a Swingline Facility
                                            B Lender in accordance with Clause 2.2 (Increase), Clause 2.3 (Increase –
                                            Accordion Option) or Clause 26 (Changes to the Lenders),



 


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


 


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


 


"Swingline
Facility C" means the euro multicurrency swingline loan facility made available under this Agreement as described in paragraph
(b)(iii) of Clause 2.1 (The Facility).


 


"Swingline Facility C Commitment"
means:


 


		(a)	in
                                            relation to an Original Swingline Lender, the amount in the Base Currency set out opposite
                                            its name under the heading "Swingline Facility C Commitment" in Part II of Schedule
                                            1 (The Original Lenders) and the amount of any other Swingline Facility C Commitment
                                            transferred to it under this Agreement, assumed by it in accordance with Clause 2.2 (Increase)
                                            or assumed by it in accordance with Clause 2.3 (Increase – Accordion Option);
                                            and



 


		(b)	in
                                            relation to any other Swingline Lender, the amount in the Base Currency of any Swingline
                                            Facility C Commitment transferred to it under this Agreement, assumed by it in accordance
                                            with Clause 2.2 (Increase) or assumed by it in accordance with Clause 2.3 (Increase
                                            – Accordion Option),



 


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


 


"Swingline Facility C Lender"
means:


 


		(a)	an
                                            Original Swingline Facility C Lender; or



 


		(b)	any
                                            bank or financial institution, trust, fund or other entity which has become a Swingline Facility
                                            C Lender in accordance with Clause 2.2 (Increase), Clause 2.3 (Increase –
                                            Accordion Option) or Clause 26 (Changes to the Lenders),



 


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


 


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


 


"Swingline
Facility D" means the euro multicurrency swingline loan facility made available under this Agreement as described in paragraph
(b)(iv) of Clause 2.1 (The Facility).


 






    31 


     


    

 


"Swingline Facility D Commitment"
means:


 


		(a)	in
                                            relation to an Original Swingline Lender, the amount in the Base Currency set out opposite
                                            its name under the heading "Swingline Facility D Commitment" in Part II of Schedule
                                            1 (The Original Lenders) and the amount of any other Swingline Facility D Commitment
                                            transferred to it under this Agreement, assumed by it in accordance with Clause 2.2 (Increase)
                                            or assumed by it in accordance with Clause 2.3 (Increase – Accordion Option);
                                            and



 


		(b)	in
                                            relation to any other Swingline Lender, the amount in the Base Currency of any Swingline
                                            Facility D Commitment transferred to it under this Agreement, assumed by it in accordance
                                            with Clause 2.2 (Increase) or assumed by it in accordance with Clause 2.3 (Increase
                                            – Accordion Option),



 


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


 


"Swingline Facility D Lender"
means:


 


		(a)	an
                                            Original Swingline Facility D Lender; or



 


		(b)	any
                                            bank or financial institution, trust, fund or other entity which has become a Swingline Facility
                                            D Lender in accordance with Clause 2.2 (Increase), Clause 2.3 (Increase –
                                            Accordion Option) or Clause 26 (Changes to the Lenders),



 


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


 






    32 


     


    

 


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


 


"Swingline
Facility E" means the euro multicurrency swingline loan facility made available under this Agreement as described in paragraph
(b)(v) of Clause 2.1 (The Facility).


 


"Swingline Facility E Commitment"
means:


 


		(a)	in
                                            relation to an Original Swingline Lender, the amount in the Base Currency set out opposite
                                            its name under the heading "Swingline Facility E Commitment" in Part II of Schedule
                                            1 (The Original Lenders) and the amount of any other Swingline Facility E Commitment
                                            transferred to it under this Agreement, assumed by it in accordance with Clause 2.2 (Increase)
                                            or assumed by it in accordance with Clause 2.3 (Increase – Accordion Option);
                                            and



 


		(b)	in
                                            relation to any other Swingline Lender, the amount in the Base Currency of any Swingline
                                            Facility E Commitment transferred to it under this Agreement, assumed by it in accordance
                                            with Clause 2.2 (Increase) or assumed by it in accordance with Clause 2.3 (Increase
                                            – Accordion Option),



 


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


 


"Swingline Facility E Lender"
means:


 


		(a)	an
                                            Original Swingline Facility E Lender; or



 


		(b)	any
                                            bank or financial institution, trust, fund or other entity which has become a Swingline Facility
                                            E Lender in accordance with Clause 2.2 (Increase), Clause 2.3 (Increase – Accordion
                                            Option) or Clause 26 (Changes to the Lenders),



 


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


 


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


 


"Swingline
Facility F" means the euro multicurrency swingline loan facility made available under this Agreement as described in paragraph
2.1(b)(vi) of Clause 2.1 (The Facility).


 


"Swingline Facility F Commitment"
means:


 


		(d)	in
                                            relation to an Original Swingline Lender, the amount in the Base Currency set out opposite
                                            its name under the heading "Swingline Facility F Commitment" in Part II of Schedule
                                            1 (The Original Lenders) and the amount of any other Swingline Facility E Commitment
                                            transferred to it under this Agreement, assumed by it in accordance with Clause 2.2 (Increase)
                                            or assumed by it in accordance with Clause 2.3 (Increase – Accordion Option);
                                            and



 


		(e)	in
                                            relation to any other Swingline Lender, the amount in the Base Currency of any Swingline
                                            Facility F Commitment transferred to it under this Agreement, assumed by it in accordance
                                            with Clause 2.2 (Increase) or assumed by it in accordance with Clause 2.3 (Increase
                                            – Accordion Option),



 


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


 


"Swingline Facility F Lender"
means:


 


		(f)	an
                                            Original Swingline Facility F Lender; or



 


		(g)	any
                                            bank or financial institution, trust, fund or other entity which has become a Swingline Facility
                                            F Lender in accordance with Clause 2.2 (Increase), Clause 2.3 (Increase – Accordion
                                            Option) or Clause 26 (Changes to the Lenders),



 


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


 


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


 


"Swingline Lender"
means:


 


		(a)	an
                                            Original Swingline Lender; or



 


		(b)	any
                                            bank or financial institution, trust, fund or other entity which has become a Swingline Lender
                                            in accordance with Clause 2.2 (Increase), Clause 2.3 (Increase – Accordion
                                            Option) or Clause 26 (Changes to the Lenders),



 


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


 


"Swingline Loan"
means a Swingline Facility A Loan, a Swingline Facility B Loan, a Swingline Facility C Loan, Swingline Facility D Loan, Swingline Facility
E Loan or a Swingline Facility F Loan.


 






    33 


     


    

 


"Swingline Rate"
means, on any day:


 


		(a)	in
                                            the case of a Euro Swingline Loan, €STR;



 


		(b)	in
                                            the case of a Sterling Swingline Loan, the Daily Rate as specified in the applicable RFR
                                            Terms;



 


		(c)	in
                                            the case of a U.S. Dollar Swingline Loan, the higher of:



 


		(i)	the
                                            prime commercial lending rate in U.S. dollars announced by the U.S. Dollar Swingline Agent
                                            at the Specified Time and in force on that day; and



 


		(ii)	0.50
                                            per cent. per annum over the rate per annum determined by the U.S. Swingline Agent to be
                                            the Federal Funds Rate (as published by the Federal Reserve Bank of New York) for that day;



 


		(d)	in
                                            the case of a Danish Krone Swingline Loan, CIBOR 1 week;



 


		(e)	in
                                            the case of a Norwegian Krone Swingline Loan, NIBOR 1 week;



 


		(f)	in
                                            the case of a Swedish Krona Swingline Loan, STIBOR 1 week; and



 


		(g)	in
                                            the case of a Swiss Francs Swingline Loan, the Daily Rate as specified in the applicable
                                            RFR Terms,



 


or
as otherwise determined pursuant to Clause ‎‎12.4 (Interest
calculation if no Swingline Rate – Swingline Loans).


 


"Swiss Francs Swingline Loan"
means a Swingline Loan denominated in Swiss Francs.


 


"Tangible Net Worth"
means, as at any particular time in relation to the Company, the aggregate of:


 


		(a)	the
                                            amount paid up or credited as paid up on the issued share capital of the Company (other than
                                            any shares which are expressed to be redeemable),



 


plus (if a positive number) or minus
(if a negative number):


 


		(b)	the
                                            amount of the consolidated reserves of the Group,



 


less
(but without double counting) any amount included in the above which is attributable to:


 


		(i)	the
                                            value of the fixed assets as reported under the Company’s balance sheet in accordance
                                            with IFRS;



 


		(ii)	the
                                            value of intangible assets as reported under the Company’s balance sheet in accordance
                                            with IFRS;



 


		(iii)	any
                                            expenses which are prepaid by the Company;



 


		(iv)	minority
                                            interests; and



 


		(v)	any
                                            dividend or other distribution declared, recommended or made by any member of the Group,



 


but
ignoring any variation in the credit or debit balance on the Group consolidated profit and loss account since the date of the then latest
audited consolidated balance sheet of the Group except to the extent reflected in any later Group consolidated profit and loss statement
delivered to the Facility Agent under Clause 22 (Information undertakings).


 


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


 


"TARGET Day" means
any day on which TARGET2 is open for the settlement of payments in euro.


 






    34 


     


    

 


"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).


 


"Term
Rate Revolving Loan" means any Revolving Loan or, if applicable, Unpaid Sum to which Schedule 13 (Term Rate Terms)
applies.


 


"Termination Date" means
the date which is 364 days from the date of the 2021 Amendment and Restatement Effective Date (except that, if the Termination Date would
otherwise fall on a day which is not a Business Day, it will instead be the immediately preceding Business Day).


 


"Test
Drawing" has the meaning given to it in Clause 3.3 (Test Utilisation Request and Test Drawing).


 


"Test
Utilisation Request" means a utilisation request for a Test Drawing (as such term is defined in Clause 3.3 (Test Utilisation
Request and Test Drawing)).


 


"Total
Commitments" means, subject to any increase pursuant to Clause 2.2 (Increase) or Clause 2.3 (Increase –
Accordion Option), the aggregate of the Commitments, being €1,500,000,000 at the 2021 Amendment and Restatement Effective Date.


 


"Total
Revolving Facility A Commitments" means, subject to any increase pursuant to Clause 2.2 (Increase) or Clause 2.3
(Increase – Accordion Option), the aggregate of the Revolving Facility A Commitments, being €510,000,000 as at the
2021 Amendment and Restatement Effective Date.


 


"Total
Revolving Facility B Commitments" means, subject to any increase pursuant to Clause 2.2 (Increase) or Clause 2.3
(Increase – Accordion Option), the aggregate of the Revolving Facility B Commitments, being €167,500,000 as at the
2021 Amendment and Restatement Effective Date.


 


"Total
Revolving Facility C Commitments" means, subject to any increase pursuant to Clause 2.2 (Increase) or Clause 2.3
(Increase – Accordion Option), the aggregate of the Revolving Facility C Commitments, being €138,500,000 as at the
2021 Amendment and Restatement Effective Date.


 


"Total
Revolving Facility Commitments" means subject to any increase pursuant to Clause 2.2 (Increase) or Clause 2.3
(Increase – Accordion Option), the aggregate of the Total Revolving Facility A Commitments, Total Revolving Facility B Commitments,
the Total Revolving Facility C Commitments, the Total Revolving Facility D Commitments, the Total Revolving Facility E Commitments and
the Total Revolving Facility F Commitments being €1,500,000,000 as at the 2021 Amendment and Restatement Effective Date.


 


"Total
Revolving Facility D Commitments" means, subject to any increase pursuant to Clause 2.2 (Increase) or Clause 2.3
(Increase – Accordion Option), the aggregate of the Revolving Facility D Commitments, being €451,000,000 as at the
2021 Amendment and Restatement Effective Date.


 


"Total
Revolving Facility E Commitments" means, subject to any increase pursuant to Clause 2.2 (Increase) or Clause 2.3
(Increase – Accordion Option), the aggregate of the Revolving Facility E Commitments, being €131,000,000 as at the
2021 Amendment and Restatement Effective Date.


 


"Total
Revolving Facility F Commitments" means, subject to any increase pursuant to Clause 2.2 (Increase) or Clause 2.3
(Increase – Accordion Option), the aggregate of the Revolving Facility F Commitments, being €102,000,000 as at the
2021 Amendment and Restatement Effective Date.


 


"Total
Swingline Facility A Commitments" means, subject to any increase pursuant to Clause 2.2 (Increase) or Clause 2.3
(Increase – Accordion Option), the aggregate of the Swingline Facility A Commitments, being €510,000,000 as at the
2021 Amendment and Restatement Effective Date.


 






    35 


     


    

 


"Total
Swingline Facility B Commitments" means, subject to any increase pursuant to Clause 2.2 (Increase) or Clause 2.3
(Increase – Accordion Option), the aggregate of the Swingline Facility B Commitments, being €167,500,000 as at the
2021 Amendment and Restatement Effective Date.


 


"Total
Swingline Facility C Commitments" means, subject to any increase pursuant to Clause 2.2 (Increase) or Clause 2.3
(Increase – Accordion Option), the aggregate of the Swingline Facility C Commitments, being €138,500,000 as at the
2021 Amendment and Restatement Effective Date.


 


"Total
Swingline Facility Commitments" means, subject to any increase pursuant to Clause 2.2 (Increase) or Clause 2.3
(Increase – Accordion Option), the aggregate of the Total Swingline Facility A Commitments, the Total Swingline Facility
B Commitments, the Total Swingline Facility C Commitments, the Total Swingline Facility D Commitments, the Total Swingline Facility E
Commitments and the Total Swingline Facility F Commitments.


 


"Total
Swingline Facility D Commitments" means, subject to any increase pursuant to Clause 2.2 (Increase) or Clause 2.3
(Increase – Accordion Option), the aggregate of the Swingline Facility D Commitments, being €451,000,000 as at the
2021 Amendment and Restatement Effective Date.


 


"Total
Swingline Facility E Commitments" means, subject to any increase pursuant to Clause 2.2 (Increase) or Clause 2.3
(Increase – Accordion Option), the aggregate of the Swingline Facility E Commitments, being €131,000,000 as at the
2021 Amendment and Restatement Effective Date.


 


"Total
Swingline Facility F Commitments" means, subject to any increase pursuant to Clause 2.2 (Increase) or Clause 2.3
(Increase – Accordion Option), the aggregate of the Swingline Facility F Commitments, being €102,000,000 as at the
2021 Amendment and Restatement Effective Date.


 


"Transaction Security"
means the Security created or evidenced or expressed to be created or evidenced under the Security Documents.


 


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


 


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


 


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



 


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



 


"UK" or "United
Kingdom" means the United Kingdom of Great Britain and Northern Ireland.


 


"UK Bail-In Legislation"
means Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the
resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through
liquidation, administration or other insolvency proceedings).


 


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


 


"U.S." and "United
States" means the United States of America.


 


"U.S. Bankruptcy Law"
means the United States Bankruptcy Code of 1978 (Title 11 of the United States Code) or any other United States federal or state bankruptcy,
insolvency or similar law.


 


"U.S. Dollar Swingline Loan"
means a Swingline Loan denominated in U.S. dollars.


 






    36 


     


    

 



 


"U.S. Tax Obligor"
means:


 


		(a)	the
                                            Company, if it is resident for tax purposes in the US; or



 


		(b)	an
                                            Obligor some or all of whose payments under the Finance Documents are from sources within
                                            the U.S. for U.S. 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,
Public Law 107-56 of the United States, as amended.


 


"Utilisation" means
a utilisation of a Facility.


 


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


 


"Utilisation Request"
means:


 


		(a)	in
                                            relation to a Revolving Loan, a notice substantially in the form set out in Part I of ‎‎Schedule
                                            3 (Requests); and



 


		(b)	in
                                            relation to a Swingline Loan, a notice substantially in the form set out in Part II of ‎‎Schedule
                                            3 (Requests).



 


"VAT"
means:


 


		(a)	any
                                            value added tax imposed by the Value Added Tax Act 1994;



 


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



 


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



 


"Write-down and Conversion
Powers" means:


 


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



 


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



 


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



 


		(vi)	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



 






    37


     


    

 


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



 


	1.2	Construction



 


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



 


		(i)	the
                                            "Facility Agent", any "Arranger", the "Co-ordinator",
                                            any "Finance Party", any "Lender", the "€/£
                                            Swingline Agent", the "U.S. Dollar Swingline Agent", the "Swiss
                                            Francs Swingline Agent", any "Obligor", any "Party",
                                            any "Secured Party", an "Agent", the "Danish Krone/Norwegian
                                            Krone/Swedish Krona Swingline Agent", the “Facility F Swingline
                                            Agent” or the "Security Agent" 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;



 


		(ii)	"assets"
                                            includes present and future properties, revenues and rights of every description;



 


		(iii)	a
                                            Lender's "cost of funds" in relation to its participation in a Loan is a
                                            reference to the average cost (determined either on an actual or a notional basis) which
                                            that Lender would incur if it were to fund, from whatever source(s) it may reasonably select,
                                            an amount equal to the amount of that participation in that Loan for a period equal in length
                                            to the Interest Period of that Loan;



 


		(iv)	an
                                            Agent's "cost of funds" is a reference to the average cost (determined either
                                            on an actual or a notional basis) which that Agent would incur if it were to fund, from whatever
                                            source(s) it may reasonably select, an amount equal to the amount referred to in paragraph
                                            (b) of Clause 32.4 (Clawback and pre-funding);



 


		(v)	a
                                            "Finance Document" or any other agreement or instrument is a reference to
                                            that Finance Document or other agreement or instrument as amended, novated, supplemented,
                                            extended, restated (however fundamentally and whether or not more onerously) or replaced
                                            and includes any change in the purpose of, any extension of or any increase in any facility
                                            or the addition of any new facility under that Finance Document or other agreement or instrument;



 


		(vi)	a
                                            "group of Lenders" includes all the Lenders;



 


		(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)	an
                                            "Interest Period" includes each period determined under this Agreement by
                                            reference to which interest on a Swingline Loan is calculated;



 


		(ix)	a
                                            "Lender" includes a Swingline Lender unless the context otherwise requires;



 


		(x)	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);



 


		(xi)	a
                                            "regulation" includes any regulation, rule, official directive, request
                                            or guideline (whether or not having the force of law) of any governmental, intergovernmental
                                            or supranational body, agency, department or of any regulatory, self-regulatory or other
                                            authority or organisation;



 






    38


     


    

 


		(xii)	"take
                                            all necessary action to authorise" includes, in the case of the Company, complying
                                            with its obligations under the Dutch Works Council Act (Wet op de ondernemingsraden);



 


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



 


		(xiv)	a
                                            time of day is a reference to London time.



 


	(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 (other than an Event of Default) is "continuing" if it has not been
                                            remedied or waived.



 


	(e)	An
                                            Event of Default (other than an Event of Default under paragraph 1 (Borrowing Base),
                                            paragraph 8 (Collateral Reports) and paragraph 17 (Concentration Limit) of
                                            Part I of Schedule 6 (Borrowing Base)) is "continuing" if it has
                                            not been remedied or waived.



 


	(f)	An
                                            Event of Default under paragraph 1 (Borrowing Base) of Part I of Schedule 6 (Borrowing
                                            Base) is "continuing" unless and until it ceases to be continuing in
                                            accordance with paragraph 1(b) of Part I of Schedule 6 (Borrowing Base).



 


	(g)	An
                                            Event of Default under paragraph 8 (Collateral Reports) and paragraph 17 (Concentration
                                            Limit) of Part I of Schedule 6 (Borrowing Base) is "continuing"
                                            if it has not been waived.



 


	(h)	A
                                            reference in this Agreement to a page or screen of an information service displaying a rate
                                            shall include:



 


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



 


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



 


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


 


	(i)	A
                                            reference in this Agreement to a Central Bank Rate (as specified in Schedule 14 (RFR Terms)
                                            or in any RFR Supplement) shall include any successor rate to, or replacement rate for, that
                                            rate.



 


	(j)	Any
                                            RFR Supplement relating to a currency overrides anything relating to that currency in:



 


		(i)	Schedule
                                            14 (RFR Terms) for the applicable category of Loan; or



 


		(ii)	any
                                            earlier RFR Supplement.



 


	(k)	A
                                            Compounding Methodology Supplement relating to the Daily Non-Cumulative Compounded RFR Rate
                                            overrides anything relating to that rate in:



 


		(i)	Schedule
                                            15 (Daily Non-Cumulative Compounded RFR Rate); or



 


		(ii)	any
                                            earlier Compounding Methodology Supplement.



 


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



 






    39


     


    

 


	1.3	Currency
                                            symbols and definitions



 


"U.S.$", "USD"
and "U.S. dollars" denote the lawful currency of the United States of America, "£", "GBP"
and "sterling" denote the lawful currency of the United Kingdom, "€", "EUR" and
 "euro" denote the single currency of the Participating Member States, "DKK" and "Danish Krone"
denote the lawful currency of Denmark, "NOK" and "Norwegian Krone" denote the lawful currency of Norway,
 "SEK" and "Swedish Krona" denote the lawful currency of Sweden and "CHF" and "Swiss
Francs" denote the lawful currency of Switzerland.


 


	1.4	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 to enjoy the benefit of any term of this Agreement.



 


	(b)	Subject
                                            to Clause ‎‎38.3 (Other exceptions) but otherwise notwithstanding any term
                                            of any Finance Document, the consent of any person who is not a Party is not required to
                                            rescind or vary this Agreement at any time.



 


	(c)	Any
                                            Receiver, Delegate or any person described in paragraph (b) of Clause ‎‎28.11 (Exclusion
                                            of liability) may, subject to this Clause ‎‎1.4 and the Third Parties Act, rely
                                            on any Clause of this Agreement which expressly confers rights on it.



 






    40


     


    

 





SECTION
2  


 


THE FACILITY


 


	2.	The
                                            Facility



 


	2.1	The
                                            Facility



 


	(a)	Subject
                                            to the terms of this Agreement:



 


		(i)	the
                                            Revolving Facility A Lenders make available to the Company a multicurrency revolving loan
                                            facility in the Base Currency or sterling in an aggregate amount the Base Currency of which
                                            is equal to the Total Revolving Facility A Commitments;



 


		(ii)	the
                                            Revolving Facility B Lenders make available to the Company a multicurrency revolving loan
                                            facility in the Base Currency, sterling, U.S. dollars and Swiss Francs in an aggregate amount
                                            the Base Currency of which is equal to the Total Revolving Facility B Commitments;



 


		(iii)	the
                                            Revolving Facility C Lenders make available to the Company a multicurrency revolving loan
                                            facility in the Base Currency, sterling, Swedish Krona, Danish Krone and Norwegian Krone
                                            in an aggregate amount the Base Currency of which is equal to the Total Revolving Facility
                                            C Commitments;



 


		(iv)	the
                                            Revolving Facility D Lenders make available to the Company a multicurrency revolving loan
                                            facility in the Base Currency, sterling or U.S. dollars in an aggregate amount the Base Currency
                                            of which is equal to the Total Revolving Facility D Commitments;



 


		(v)	the
                                            Revolving Facility E Lenders make available to the Company a multicurrency revolving loan
                                            facility in the Base Currency, sterling, U.S. dollars and Swiss Francs in an aggregate amount
                                            the Base Currency of which is equal to the Total Revolving Facility E Commitments; and



 


		(vi)	the
                                            Revolving Facility F Lender makes available to the Company a multicurrency revolving loan
                                            facility in the Base Currency, sterling, Swedish Krona, Danish Krone and Norwegian Krone
                                            in an aggregate amount the Base Currency of which is equal to the Total Revolving Facility
                                            F Commitments.



 


	(b)	Subject
                                            to the terms of this Agreement:



 


		(i)	the
                                            Swingline Facility A Lenders make available to the Company (as an option under the Revolving
                                            Facility A) a multicurrency swingline loan facility in the Base Currency or sterling in an
                                            aggregate amount the Base Currency of which is equal to the Total Swingline Facility A Commitments;



 


		(ii)	the
                                            Swingline Facility B Lenders make available to the Company (as an option under the Revolving
                                            Facility B) a multicurrency swingline loan facility in the Base Currency, sterling, U.S.
                                            dollars and Swiss Francs in an aggregate amount the Base Currency of which is equal to the
                                            Total Swingline Facility B Commitments;



 


		(iii)	the
                                            Swingline Facility C Lenders make available to the Company (as an option under the Revolving
                                            Facility C) a multicurrency swingline loan facility in the Base Currency, sterling, Swedish
                                            Krona, Danish Krone and Norwegian Krone in an aggregate amount the Base Currency of which
                                            is equal to the Total Swingline Facility C Commitments;



 


		(iv)	the
                                            Swingline Facility D Lenders make available to the Company (as an option under the Revolving
                                            Facility D) a multicurrency swingline loan facility in the Base Currency, sterling and U.S.
                                            dollars in an aggregate amount the Base Currency of which is equal to the Total Swingline
                                            Facility D Commitments;



 






    41


     


    

 


		(v)	the
                                            Swingline Facility E Lenders make available to the Company (as an option under the Revolving
                                            Facility E) a multicurrency swingline loan facility in the Base Currency, sterling, U.S.
                                            dollars and Swiss Francs in an aggregate amount the Base Currency of which is equal to the
                                            Total Swingline Facility E Commitments; and



 


		(vi)	the
                                            Swingline Facility F Lender makes available to the Company (as an option under the Revolving
                                            Facility F) a multicurrency swingline loan facility in the Base Currency, sterling, Swedish
                                            Krona, Danish Krone and Norwegian Krone in an aggregate amount the Base Currency of which
                                            is equal to the Total Swingline Facility F Commitments.



 


		(c)	Paragraphs
                                            (a) and (b) above are subject to the conditions that:



 


		(i)	at
                                            no time may the aggregate of the Base Currency Amounts of all outstanding Loans exceed the
                                            Total Revolving Facility Commitments; and



 


		(ii)	at
                                            no time may the aggregate of the Base Currency Amount of all outstanding Swingline Loans
                                            under a Facility exceed the Total Revolving Facility A Commitments, Total Revolving Facility
                                            B Commitments, Total Revolving Facility C Commitments, Total Revolving Facility D Commitments,
                                            Total Revolving Facility E Commitments or Total Revolving Facility F Commitments (as applicable).



 


	2.2	Increase



 


	(a)	The
                                            Company may by giving prior notice to the Facility Agent (with a copy to the relevant Swingline
                                            Agent) by no later than the date falling five Business Days after the effective date of a
                                            cancellation of:



 


		(i)	the
                                            Available Commitments of a Defaulting Lender in accordance with paragraph (g) of Clause ‎‎9.6
                                            (Right of replacement or repayment and cancellation in relation to a single Lender);
                                            or



 


		(ii)	the
                                            Commitments of a Lender in accordance with:



 


		(A)	Clause
                                            ‎‎9.1 (Illegality); or



 


		(B)	paragraph
                                            (a) of Clause ‎‎9.6 (Right of replacement or repayment and cancellation in relation
                                            to a single Lender),



 


request that the Commitments relating
to any Revolving Facility (and related Swingline Facility) be increased (and the Commitments relating to that Facility shall be so increased)
in an aggregate amount in the Base Currency of up to the amount of the Available Commitments or Commitments relating to that Revolving
Facility (including the amount of the Available Commitments under the relevant Swingline Facility or the relevant Swingline Commitments)
so cancelled as follows:


 


		(i)	the
                                            increased Commitments (including any Swingline Commitments) will be assumed by one or more
                                            Eligible Institutions (each an "Increase Lender") each of which confirms
                                            in writing (whether in the relevant Increase Confirmation or otherwise) its willingness to
                                            assume and does assume all the obligations of a Lender corresponding to that part of the
                                            increased Commitments which it is to assume, as if it had been an Original Lender in respect
                                            of those Commitments;



 






    42


     


    

 


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



 


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



 


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



 


		(v)	any
                                            increase in the Commitments relating to a Facility shall take effect on the date specified
                                            by the Company in the notice referred to above or any later date on which the Facility Agent
                                            executes an otherwise duly completed Increase Confirmation delivered to it by the relevant
                                            Increase Lender.



 


	(b)	The
                                            Facility Agent shall, subject to paragraph (c) below, as soon as reasonably practicable after
                                            receipt by it of a duly completed Increase Confirmation appearing on its face to comply with
                                            the terms of this Agreement and delivered in accordance with the terms of this Agreement,
                                            execute that Increase Confirmation.



 


	(c)	The
                                            Facility Agent shall only be obliged to execute an Increase Confirmation delivered to it
                                            by an Increase Lender once it is satisfied it has complied with all necessary "know
                                            your customer" or other similar checks under all applicable laws and regulations in
                                            relation to the assumption of the increased Commitments by that Increase Lender.



 


	(d)	Each
                                            Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt)
                                            that the Facility 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 in accordance with
                                            this Agreement and that it is bound by that decision to the same extent as it would have
                                            been had it been an Original Lender.



 


	(e)	The
                                            Company shall promptly on demand pay the Facility Agent and the Security Agent the amount
                                            of all costs and expenses (including legal fees) reasonably incurred by either of them and,
                                            in the case of the Security Agent, by any Receiver or Delegate in connection with any increase
                                            in Commitments under this Clause ‎‎2.2.



 


	(f)	The
                                            Increase Lender shall, on the date upon which the increase takes effect, pay to the Facility
                                            Agent (for its own account) a fee in an amount equal to the fee which would be payable under
                                            Clause ‎‎26.4 (Assignment or transfer fee) if the increase was a transfer
                                            pursuant to Clause ‎‎26.6 (Procedure for transfer) and if the Increase Lender
                                            was a New Lender.



 


	(g)	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 letter between the Company and the Increase Lender
                                            setting out that fee. A reference in this Agreement to a Fee Letter shall include any letter
                                            referred to in this paragraph (g).



 


	(h)	Neither
                                            the Facility 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.



 


	(i)	Clause
                                            ‎‎26.5 (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;



 






    43


     


    

 


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



 


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



 


	2.3	Increase
                                            – Accordion Option



 


	(a)	The
                                            Company may, by delivery to the Facility Agent (with a copy to the relevant Swingline Agent)
                                            of a duly completed Accordion Increase Request, request that the Total Revolving Facility
                                            A Commitments, Total Revolving Facility B Commitments, Total Revolving Facility C Commitments,
                                            Total Revolving Facility D Commitments, Total Revolving Facility E Commitments and/or Total
                                            Revolving Facility F Commitments be increased (and the Total Revolving Facility Commitments
                                            shall be so increased) as described in, and in accordance with, this Clause 2.3.



 


	(b)	The
                                            increase in the Total Revolving Facility Commitments requested in an Accordion Increase Request
                                            is subject to the following conditions:



 


		(i)	the
                                            Company specifies the Revolving Facility (or Revolving Facilities) whose Revolving Facility
                                            Commitment is to be increased (and if more than one Facility, the amount per Facility);



 


		(ii)	the
                                            increased Revolving Facility Commitment will be assumed by one or more existing Lenders in
                                            relation to that Facility willing to provide such increase and/or by one or more other Eligible
                                            Institutions (each an "Accordion Increase Lender") selected by the Company
                                            which shall become a Party as a Lender to that Facility;



 


		(iii)	the
                                            Facility Agent receives the Accordion Increase Request no later than 10 Business Days before
                                            the proposed Accordion Increase Date;



 


		(iv)	the
                                            Accordion Increase Amount is a minimum amount of €25,000,000 or any lower amount agreed
                                            to by the Facility Agent and a maximum (in aggregate) of €500,000,000;



 


		(v)	the
                                            Total Revolving Facility Commitments, after the increase, will not exceed €2,000,000,000;



 


		(vi)	no
                                            amendment shall be made to the Termination Date;



 


		(vii)	no
                                            Default is continuing or would result from the proposed increase in a Revolving Facility
                                            (and a related Swingline Facility), in each case on the date of the Accordion Increase Request
                                            or the Accordion Increase Date;



 


		(viii)	in
                                            respect of each existing Lender which has agreed to increase its Revolving Facility Commitment
                                            in relation to that Facility:



 


		(A)	that
                                            Lender has agreed to increase its related Swingline Commitment by the same amount or, if
                                            that Lender is not a Swingline Lender under that Facility, the Related Lender of that Lender
                                            has agreed to increase its Swingline Commitment under that Facility by the same amount; and



 


		(B)	the
                                            Facility Agent has received and executed a duly completed Accordion Increase Confirmation
                                            from that Lender and (if applicable) its Related Lender in respect of each such increased
                                            Revolving Facility Commitment and Swingline Commitment;



 






    44


     


    

 


		(ix)	in
                                            respect of each Accordion Increase Lender which is not already a Lender under that Facility
                                            on the date of the Accordion Increase Confirmation:



 


		(A)	that
                                            Accordion Increase Lender has agreed to accede to this Agreement in respect of an additional
                                            Revolving Facility Commitment and a Swingline Commitment in relation to that Facility in
                                            the same amount, or an Affiliate or branch of that Accordion Increase Lender has agreed to
                                            accede to this Agreement in respect of a related Swingline Commitment in the same amount
                                            as the additional Revolving Facility Commitment in relation to that Facility of that Accordion
                                            Increase Lender;



 


		(B)	the
                                            Facility Agent has received and executed a duly completed Accordion Increase Confirmation
                                            from that Accordion Increase Lender and (if applicable) its Affiliate or branch in respect
                                            of each such additional Revolving Facility Commitment in relation to that Facility and a
                                            related Swingline Commitment; and



 


		(C)	the
                                            Facility Agent has performed all necessary "know your customer" or other similar
                                            checks under all applicable laws and regulations in relation to the assumption of the additional
                                            Commitments by that Accordion Increase Lender, the completion of which the Facility Agent
                                            shall promptly notify to the Company and the Accordion Increase Lender; and



 


		(x)	the
                                            Accordion Increase Lender(s) agree(s) to assume additional Commitments in an aggregate amount
                                            equal to the Accordion Increase Amount.



 


	(c)	Each
                                            Obligor hereby acknowledges that its obligations under the Finance Documents, including the
                                            guarantee and indemnity of the Guarantor and all Security created by the Company pursuant
                                            to the Security Documents, shall extend and apply to the Commitments as increased by this
                                            Clause 2.3 and shall, save as amended by this Clause 2.3, continue in full force and effect.



 


	(d)	The
                                            increase in the Total Revolving Facility Commitments and the assumption of the additional
                                            Commitments by the Accordion Increase Lenders will take effect on the date (the "Accordion
                                            Increase Date") which is the later of:



 


		(i)	the
                                            date specified by the Company in the Accordion Increase Request; and



 


		(ii)	the
                                            date on which all of the conditions described in paragraph (b) above have been met.



 


	(e)	On
                                            and from the Accordion Increase Date:



 


		(i)	the
                                            Total Revolving Facility Commitments and the Total Swingline Facility Commitments will each
                                            be increased in an aggregate amount by the Base Currency Amount equal to the Accordion Increase
                                            Amount;



 


		(ii)	each
                                            Accordion Increase Lender will assume all the obligations of a Lender in respect of the additional
                                            Commitments in relation to the relevant Facility specified in the Accordion Increase Confirmation
                                            of that Accordion Increase Lender;



 


		(iii)	each
                                            of the Obligors and each Accordion Increase Lender in relation to the relevant Facility which
                                            is not a Lender immediately prior to the Accordion Increase Date shall assume obligations
                                            towards one another and/or acquire rights against one another as the Obligors and the Accordion
                                            Increase Lender would have assumed and/or acquired had the Accordion Increase Lender been
                                            an Original Lender in relation to the relevant Facility;



 


		(iv)	each
                                            Accordion Increase Lender which is not a Lender in relation to the relevant Facility immediately
                                            prior to the Accordion Increase Date shall become a Party as a "Lender" in relation
                                            to the relevant Facility and any such Accordion Increase Lender and each of the other Finance
                                            Parties shall assume obligations towards one another and acquire rights against one another
                                            as that Accordion Increase Lender and those Finance Parties would have assumed and/or acquired
                                            had the Accordion Increase Lender been an Original Lender in relation to the relevant Facility;
                                            and



 






    45


     


    

 


		(v)	the
                                            Commitments of the other Lenders shall continue in full force and effect.



 


	(f)	The
                                            Facility Agent shall, as soon as reasonably practicable after the Accordion Increase Date,
                                            notify the Company, the relevant Swingline Agent and the Finance Parties of the Accordion
                                            Increase Amount.



 


	(g)	Each
                                            Accordion Increase Lender, by executing the Accordion Increase Confirmation, confirms (for
                                            the avoidance of doubt) that the Facility 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 Accordion Increase Date and that it
                                            is bound by that decision to the same extent as it would have been had it been an Original
                                            Lender.



 


	(h)	The
                                            Company shall, on the Accordion Increase Date, pay to the Facility Agent (for its own account)
                                            a fee in an amount equal to the fee which would be payable under Clause 26.4 (Assignment
                                            or transfer fee) if the increase was a transfer pursuant to Clause 26.6 (Procedure
                                            for transfer) and the Company shall promptly on demand pay to the Facility Agent the
                                            amount of all costs and expenses (including legal fees) reasonably incurred by it in connection
                                            with any increase in the Facility under this Clause 2.3.



 


	(i)	The
                                            Company may pay to an Accordion Increase Lender a fee in the amount and at the times agreed
                                            between the Company and the Accordion Increase Lender in a letter between the Company and
                                            the Accordion Increase Lender setting out that fee. A reference in this Agreement to a Fee
                                            Letter shall include any letter referred to in this paragraph (i).



 


	(j)	No
                                            Lender shall be under any obligation to participate in any increase requested by the Company
                                            pursuant to this Clause 2.3 and no Lender shall be under any obligation to execute any Accordion
                                            Increase Confirmation.



 


	(k)	Clause
                                            26.5 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis
                                            in this Clause 2.3 in relation to an Accordion Increase Lender as if references in that
                                            Clause to:



 


		(i)	an
                                            "Existing Lender" were references to all the Lenders immediately prior to
                                            the relevant Accordion Increase Date;



 


		(ii)	the
                                            "New Lender" were references to that Accordion Increase Lender; and



 


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



 


	2.4	Finance
                                            Parties' rights and obligations



 


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



 


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



 






    46


     


    

 


		(c)	A
                                            Finance Party may, except as specifically provided in the Finance Documents, separately enforce
                                            its rights under or in connection with the Finance Documents.



 


	2.5	Designated
                                            Entities



 


	(a)	A
                                            Lender (the "Appointing Lender") may, in relation to the relevant Facility,
                                            designate an Affiliate or substitute Facility Office (a "Designated Entity")
                                            as its Facility Office for the purpose of participating in Loans in that Facility to the
                                            Company in a particular currency.



 


	(b)	An
                                            Affiliate or Facility Office of a Lender may be designated for the purposes of paragraph
                                            (a) above by:



 


		(i)	appearing
                                            in the list of Designated Entities in Part I of Schedule 12 (Designated Entities)
                                            and signing this Agreement as a Designated Entity; or



 


		(ii)	acceding
                                            as a Designated Entity by signing a Designated Entity Accession Agreement.



 


	(c)	A
                                            Designated Entity does not have any Commitment and does not have any obligations under this
                                            Agreement prior to such Designated Entity participating in a Loan.



 


	(d)	When
                                            a Designated Entity participates in a Loan:



 


		(i)	subject
                                            to paragraph (e) below, it shall be entitled to all the rights of a Lender in relation to
                                            that Facility and have the corresponding obligations of a Lender in relation to that Facility,
                                            in each case under the Finance Documents relating to its participation in any such Loans;
                                            and



 


		(ii)	the
                                            other parties to the Finance Documents shall treat the Designated Entity as a Lender in relation
                                            to that Facility for these purposes.



 


The Designated Entity
is a party to this Agreement for these purposes.


 


	(e)	For
                                            the purposes only of voting in connection with any Finance Document, the participation of
                                            a Designated Entity in any outstanding Loans in relation to that Facility shall be deemed
                                            to be a participation of the Appointing Lender in relation to that Facility.



 


	(f)	Any
                                            notice or communication to be made to a Designated Entity shall be served directly on the
                                            Designated Entity at the address supplied to the Facility Agent by the Appointing Lender
                                            where the Appointing Lender or Designated Entity reasonably requests or, if no such request
                                            has been made, shall be delivered to the Appointing Lender in accordance with this Agreement.



 


	(g)	A
                                            Designated Entity may assign or transfer any of its rights and obligations under this Agreement
                                            in respect of its participation in any Loan (and the Appointing Lender may assign or transfer
                                            any corresponding Commitment) in accordance with Clause 26 (Changes to the Lenders).



 


	(h)	Paragraphs
                                            (d) and (g) shall also apply to any Lenders which are specified in Schedule 1 (The Original
                                            Lenders) as lending in relation to the same Facility for a particular currency.



 


	3.	Purpose



 


	3.1	Purpose



 


	(a)	The
                                            Company shall apply all amounts borrowed by it under each Revolving Facility and each Swingline
                                            Facility towards:



 


		(i)	financing
                                            unsettled amounts in connection with the settlement of transactions in securities and other
                                            items processed through the Clearing System of the Company as a central counterparty in accordance
                                            with the Rules;



 






    47


     


    

 


		(ii)	financing
                                            any other liability or liquidity requirement of the Company incurred in the operation of
                                            the Clearing System (including the settlement of transactions but excluding the corporate
                                            overheads of the Company); and



 


		(iii)	(in
                                            the case of amounts borrowed by it under a Revolving Facility only) towards refinancing any
                                            other Loan.



 


	(b)	Without
                                            limiting paragraph (a) above:



 


		(i)	a
                                            Swingline Loan may not be applied in repayment or prepayment of another Loan; and



 


		(ii)	a
                                            Revolving Loan may, and may only, be applied in repayment or prepayment of another Loan if:



 


		(A)	the
                                            Repayment Date of that Loan is not more than 30 days after the Utilisation Date of the Loan
                                            being repaid or prepaid (or, if earlier, the Utilisation Date of any earlier Loan repaid
                                            or prepaid (directly or indirectly through one or more subsequent Loans) with the proceeds
                                            of the Loan being repaid or prepaid); or



 


		(B)	the
                                            Facility Agent consents, acting on the instructions of all the Lenders.



 


	3.2	Monitoring



 


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


 


	3.3	Test
                                            Utilisation Request and Test Drawing



 


The
Company may deliver a Test Utilisation Request for a Swingline Loan or a Revolving Loan (as specified in the Test Utilisation Request)
in order to determine the operational capabilities of the Lenders to make a Loan (a "Test Drawing"). A Test Utilisation
Request must satisfy the requirements of a Utilisation Request for a Swingline Loan or a Revolving Loan (as applicable) other than Clause
3.1 (Purpose), paragraph (c) of Clause 5.3 (Term, currency and amount) or (as applicable) paragraph (c) of Clause
6.3 (Term, currency and amount) and the amount of the Test Drawing must be no less than a minimum amount of €500,000 (or
its equivalent in any Optional Currency) or if less the Available Facility in relation to the Facility applicable to that Revolving Loan
or Swingline Loan. The Repayment Date shall be at least one day and not more than five Swingline Business Days and a Test Drawing shall
not to be made more often than once every six Months.


 


	4.	Conditions
                                            of Utilisation



 


	4.1	Initial
                                            conditions precedent



 


	(a)	The
                                            Company may not deliver a Utilisation Request unless the Facility Agent has received all
                                            of the documents and other evidence listed in ‎‎Schedule 2 (Conditions precedent
                                            to initial Utilisation) in form and substance satisfactory to the Facility Agent. The
                                            Facility 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 Facility Agent in writing to the
                                            contrary before the Facility Agent gives the notification described in paragraph (a) above,
                                            the Lenders authorise (but do not require) the Facility Agent to give that notification.
                                            The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result
                                            of giving any such notification.



 






    48


     


    

 


	4.2	Further
                                            conditions precedent



 


	(a)	The
                                            Lenders will only be obliged to comply with Clause ‎‎5.4 (Lenders' participation
                                            in Revolving Loans) if:



 


		(i)	on
                                            the date of the Utilisation Request, the Company has delivered:



 


		(A)	a
                                            Required Value Notice; and



 


		(B)	a
                                            CSV Collateral File,



 


in
each case, in accordance with paragraph 6 (Required Value Notice and CSV Collateral File) of Part I of Schedule 6 (Borrowing
Base); and


 


		(ii)	on
                                            the date of the Utilisation Request and on the proposed Utilisation Date:



 


		(A)	in
                                            the case of a Rollover Loan, no notice of acceleration has been provided in accordance with
                                            Clause 25.15 (Acceleration) and, in the case of any other Revolving Loan, no Default
                                            is continuing or would result from the proposed Revolving Loan; and



 


		(B)	the
                                            Repeating Representations to be made by each Obligor are true in all material respects; and



 


		(iii)	on
                                            the proposed Utilisation Date, the Collateral Monitor has delivered to the Security Agent
                                            and the Facility Agent (and, if applicable, the relevant Swingline Agent) a Collateral Report
                                            pursuant to and in accordance with paragraph 7 (Utilisation Date disbursement procedures
                                            – Revolving Loans and Swingline Loans) of Part I of Schedule 6 (Borrowing Base).



 


	(b)	Where
                                            a Lender has made its participation in a Revolving Loan available to the Facility Agent,
                                            the Facility Agent will only be obliged to make that participation available to the Company
                                            if the Company has transferred Eligible Collateral to the extent and in the manner required
                                            under and in accordance with paragraph 7 (Utilisation Date disbursement procedures –
                                            Revolving Loans and Swingline Loans) of Part I of Schedule 6 (Borrowing Base)
                                            and the Company has otherwise complied with the provisions set out in Schedule 6 (Borrowing
                                            Base).



 


	4.3	Conditions
                                            relating to Optional Currencies



 


	(a)	A
                                            currency will constitute an Optional Currency in relation to a Loan if:



 


		(i)	it
                                            is readily available in the amount required and freely convertible into the Base Currency
                                            in the wholesale market for that currency at the applicable Specified Time and the Utilisation
                                            Date for that Loan; and



 


		(ii)	in
                                            relation to Revolving Facility A or Swingline Facility A, it is requested in sterling;



 


		(iii)	in
                                            relation to Revolving Facility B or Swingline Facility B, it is requested in sterling, U.S.
                                            dollars, or Swiss Francs;



 


		(iv)	in
                                            relation to Revolving Facility C or Swingline Facility C, it is requested in sterling, Danish
                                            Krone, Norwegian Krone or Swedish Krona;



 


		(v)	in
                                            relation to Revolving Facility D or Swingline Facility D, it is requested in sterling or
                                            U.S. dollars;



 






    49


     


    

 


		(vi)	in
                                            relation to Revolving Facility E or Swingline Facility E, it is requested in sterling, U.S.
                                            dollars, or Swiss Francs;



 


		(vii)	in
                                            relation to Revolving Facility F or Swingline Facility F, it is requested in sterling, Danish
                                            Krone, Norwegian Krone or Swedish Krona; or



 


		(viii)	in
                                            relation to any Revolving Facility or any Swingline Facility, it has been approved by the
                                            relevant Agent (acting on the instructions of all the Revolving Lenders or all the Swingline
                                            Lenders (as the case may be)) in relation to that Facility on or prior to receipt by the
                                            relevant Agent of the relevant Utilisation Request for that Loan.



 


	(b)	If
                                            the relevant Agent has received a written request from the Company for a currency to be approved
                                            under paragraph (a)(viii) above, the relevant Agent will confirm to the Company by the applicable
                                            Specified Time:



 


		(i)	whether
                                            or not the relevant Lenders have granted their approval; and



 


		(ii)	if
                                            approval has been granted, the minimum amount (and, if required, integral multiples) for
                                            any subsequent Utilisation in that currency.



 


	4.4	Maximum
                                            number of Loans



 


	(a)	The
                                            Company may not deliver a Utilisation Request if as a result of the proposed Utilisation:



 


		(i)	more
                                            than 15 Revolving Loans would be outstanding; or



 


		(ii)	more
                                            than 15 Swingline Loans would be outstanding.



 


	(b)	Any
                                            Loan made by a single Lender under Clause ‎‎7.2 (Unavailability of a currency)
                                            shall not be taken into account in this Clause ‎‎4.4.



 






    50


     


    

 





SECTION
3  


 


UTILISATION


 


	5.	Utilisation
                                            – Revolving Loans



 


	5.1	Delivery
                                            of a Utilisation Request for Revolving Loans



 


	(a)	The
                                            Company may utilise a Revolving Facility by delivery to the Facility Agent of a duly completed
                                            Utilisation Request not later than the applicable Specified Time.



 


	(b)	The
                                            Company shall send a copy of each Utilisation Request to the Security Agent.



 


	5.2	Completion
                                            of a Utilisation Request for Revolving Loans



 


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



 


		(i)	it
                                            identifies the Revolving Facility to be utilised;



 


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



 


		(iii)	the
                                            proposed Repayment Date complies with Clause 5.3 (Term, currency and amount);



 


		(iv)	the
                                            term, currency and amount of the Utilisation comply with Clause ‎‎5.3 (Term, currency
                                            and amount);



 


		(v)	the
                                            proposed Interest Period complies with Clause ‎‎11 (Interest Periods); and



 


		(vi)	it
                                            specifies the Company’s account and bank (which must be in the principal financial
                                            centre of the country of the currency of the Utilisation or, in the case of euro, the principal
                                            financial centre of a Participating Member State in which banks are open for general business
                                            on that day or London) to which the proceeds of the Utilisation are to be credited.



 


	(b)	Only
                                            one Loan may be requested in each Utilisation Request.



 


	5.3	Term,
                                            currency and amount



 


	(a)	The
                                            proposed Repayment Date of the Revolving Loan:



 


		(i)	is
                                            a Business Day;



 


		(ii)	is
                                            at least one Business Day and not more than 30 days after the Utilisation Date of the Loan,
                                            subject to Clause 11.1 (Interest Periods for Revolving Loans) in respect of a RFR
                                            Revolving Loan;



 


		(iii)	is
                                            not later than the Termination Date; and



 


		(iv)	(where
                                            that Loan is to be applied in repayment or prepayment of another Loan) is not more than 30
                                            days after the Utilisation Date of the Loan being repaid or prepaid (or, if earlier, the
                                            Utilisation Date of any earlier Loan repaid or prepaid (directly or indirectly through one
                                            or more subsequent Loans) with the proceeds of the Loan being repaid or prepaid),



 


or, in each case,
as otherwise agreed between the Company and the Facility Agent (acting on the instructions of all the Lenders).


 


	(b)	The
                                            currency specified in a Utilisation Request for a Revolving Loan must be the Base Currency
                                            or an Optional Currency applicable for that Facility.



 






    51


     


    

 



 


		(c)	The
                                            amount of the proposed Revolving Loan must be:



 


		(i)	if
                                            the currency selected is the Base Currency, a minimum of €5,000,000 or, if less, the
                                            Available Facility in relation to the Facility applicable to that Revolving Loan; or



 


		(ii)	if
                                            the currency selected is sterling, a minimum of £5,000,000 or, if less, the Available
                                            Facility in relation to the Facility applicable to that Revolving Loan; or



 


		(iii)	if
                                            the currency selected is U.S. dollars, a minimum of U.S.$5,000,000 or, if less, the Available
                                            Facility in relation to the Facility applicable to that Revolving Loan; or



 


		(iv)	if
                                            the currency selected is Danish Krone a minimum of DKK35,000,000 or, if less, the Available
                                            Facility in relation to the Facility applicable to that Revolving Loan; or



 


		(v)	if
                                            the currency selected is Norwegian Krone a minimum of NOK50,000,000 or, if less, the Available
                                            Facility in relation to the Facility applicable to that Revolving Loan; or



 


		(vi)	if
                                            the currency selected is Swedish Krona a minimum of SEK50,000,000 or, if less, the Available
                                            Facility in relation to the Facility applicable to that Revolving Loan; or



 


		(vii)	if
                                            the currency selected is Swiss Francs a minimum of CHF5,000,000 or, if less, the Available
                                            Facility in relation to the Facility applicable to that Revolving Loan; or



 


		(viii)	if
                                            the currency selected is an Optional Currency other than sterling, U.S. dollars, Danish Krone,
                                            Norwegian Krone, Swedish Krona or Swiss Francs, the minimum amount (and, if required, integral
                                            multiple) specified by the relevant Agent pursuant to paragraph (b)(ii) of Clause ‎‎4.3
                                            (Conditions relating to Optional Currencies) or, if less, the Available Facility in
                                            relation to the Facility applicable to that Revolving Loan; and



 


		(ix)	in
                                            any event, such that its Base Currency Amount is less than or equal to the Available Facility
                                            in relation to the Facility applicable to that Revolving Loan.



 


		5.4	Lenders'
                                            participation in Revolving Loans



 


		(a)	If
                                            the conditions set out in this Agreement have been met, and subject to Clause ‎‎8.1
                                            (Repayment of Revolving Loans), each Revolving Lender in relation to the applicable
                                            Facility shall make its participation in each Revolving Loan available to the Facility Agent
                                            by the applicable Specified Time on the Utilisation Date through its Facility Office.



 


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



 


		(c)	The
                                            Facility Agent shall determine the Base Currency Amount of each Revolving Loan which is to
                                            be made in an Optional Currency and shall notify each relevant Revolving Lender of the amount,
                                            the currency and the Base Currency Amount of each Revolving Loan, the amount of its participation
                                            in that Loan and, if different, the amount of that participation to be made available in
                                            cash, in each case by the applicable Specified Time.



 


		5.5	Cancellation
                                            of Revolving Facility Commitments



 


The Revolving Facility Commitments
which, at that time, are unutilised (taking into account a utilisation of a Revolving Facility by way of a Swingline Loan) shall be immediately
cancelled at the end of the Availability Period.


 






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		6.	Utilisation
                                            – Swingline Loans



 


		6.1	Delivery
                                            of a Utilisation Request for Swingline Loans



 


		(a)	The
                                            Company may utilise a Swingline Facility by delivery of a duly completed Utilisation Request:



 


		(i)	(in
                                            the case of a U.S. Dollar Swingline Loan) to the U.S. Dollar Swingline Agent at the address
                                            notified by the U.S. Dollar Swingline Agent for this purpose;



 


		(ii)	(in
                                            the case of a Euro Swingline Loan or a Sterling Swingline Loan or any Optional Currency Swingline
                                            Loan) to the €/£ Swingline Agent at the address notified by the €/£
                                            Swingline Agent for this purpose;



 


		(iii)	(in
                                            the case of a Swiss Francs Swingline Loan) to the Swiss Francs Swingline Agent at the address
                                            notified by the Swiss Francs Swingline Agent for this purpose;



 


		(iv)	(in
                                            the case of a Danish Krone/Norwegian Krone/Swedish Krona Swingline Loan (other than a Danish
                                            Krone/Norwegian Krone/Swedish Krona Swingline Loan in respect of Swingline Facility F) to
                                            the Danish Krone/Norwegian Krone/Swedish Krona Swingline Agent at the address notified by
                                            the Danish Krone/Norwegian Krone/Swedish Krona Swingline Agent for this purpose; and



 


		(v)	(in
                                            the case of a Swingline Facility F Nordic Loan) to the Facility F Swingline Agent at the
                                            address notified by the Facility F Swingline Agent for this purpose,



 


in each case, not
later than the applicable Specified Time.


 


		(b)	The
                                            Company shall send a copy of each Utilisation Request under a Swingline Facility to the Facility
                                            Agent and the Security Agent.



 


		6.2	Completion
                                            of a Utilisation Request for Swingline Loans



 


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



 


		(i)	it
                                            identifies the Swingline Facility to be utilised;



 


		(ii)	it
                                            specifies that it is for a U.S. Dollar Swingline Loan, a Euro Swingline Loan, a Sterling
                                            Swingline Loan, a Danish Krone Swingline Loan, a Norwegian Krone Swingline Loan, a Swedish
                                            Krona Swingline Loan, a Swiss Francs Swingline Loan, a Swingline Facility F Loan or an Optional
                                            Currency Swingline Loan;



 


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



 


		(iv)	the
                                            proposed Repayment Date complies with Clause 6.3 (Term, currency and amount);



 


		(v)	the
                                            term, currency and amount of the Utilisation comply with Clause 6.3 (Term, currency and
                                            amount);



 


		(vi)	the
                                            proposed Interest Period complies with Clause 11.2 (Interest Periods for Swingline Loans);
                                            and



 


		(vii)	it
                                            specifies the Company’s account and bank (which must be in the principal financial
                                            centre of the country of the currency of the Utilisation or, in the case of euro, the principal
                                            financial centre of a Participating Member State in which banks are open for general business
                                            on that day or London or, in the case of a U.S. Dollar Swingline Loan only, must be located
                                            in New York) to which the proceeds of the Utilisation are to be credited.



 


		(b)	Only
                                            one Loan may be requested in each Utilisation Request.



 






    53 


     


    

 


		6.3	Term,
                                            currency and amount



 


		(a)	The
                                            proposed Repayment Date of the Swingline Loan:



 


		(i)	is
                                            a Swingline Business Day;



 


		(ii)	is
                                            at least one day, and not more than five Swingline Business Days, after the proposed Utilisation
                                            Date; and



 


		(iii)	is
                                            not later than the Termination Date.



 


		(b)	The
                                            currency specified in a Utilisation Request for a Swingline Loan must be the Base Currency
                                            or an Optional Currency applicable to that Facility.



 


		(c)	The
                                            amount of the proposed Swingline Loan must be:



 


		(i)	in
                                            the case of a Euro Swingline Loan, a minimum of €5,000,000 or, if less, the Available
                                            Swingline Facility; or



 


		(ii)	in
                                            the case of a Sterling Swingline Loan, a minimum of £5,000,000 or, if less, the Available
                                            Swingline Facility; or



 


		(iii)	in
                                            the case of a U.S. Dollar Swingline Loan, a minimum of U.S.$5,000,000 or, if less, the Available
                                            Swingline Facility; or



 


		(iv)	in
                                            the case of a Danish Krone Swingline Loan, a minimum of DKK5,000,000 or, if less, the Available
                                            Facility in relation to the Facility applicable to that Swingline Loan; or



 


		(v)	in
                                            the case of a Norwegian Krone Swingline Loan, a minimum of NOK5,000,000 or, if less, the
                                            Available Facility in relation to the Facility applicable to that Swingline Loan; or



 


		(vi)	in
                                            the case of a Swedish Krona Swingline Loan, a minimum of SEK5,000,000 or, if less, the Available
                                            Facility in relation to the Facility applicable to that Swingline Loan Facility; or



 


		(vii)	in
                                            the case of a Swiss Francs Swingline Loan, a minimum of CHF5,000,000 or, if less, the Available
                                            Facility in relation to the Facility applicable to that Swingline Loan; or



 


		(viii)	if
                                            the currency selected is an Optional Currency Swingline Loan, the minimum amount specified
                                            by the relevant Agent pursuant to paragraph (b)(ii) of Clause 4.3 (Conditions relating
                                            to Optional Currencies) or, if less, the Available Swingline Facility applicable to that
                                            Swingline Facility; and



 


		(ix)	in
                                            any event, such that its Base Currency Amount is less than or equal to the Available Swingline
                                            Facility applicable to that Swingline Facility.



 


		6.4	Lenders'
                                            participation in Swingline Loans



 


		(a)	If
                                            the conditions set out in this Agreement have been met, each Swingline Lender shall make
                                            its participation in each Swingline Loan available by the applicable Specified Time on the
                                            Utilisation Date:



 


		(i)	(in
                                            the case of a U.S. Dollar Swingline Loan) to the U.S. Dollar Swingline Agent through that
                                            Swingline Lender's Facility Office in New York City or through its or an Affiliate's Facility
                                            Office as notified to the U.S. Dollar Swingline Agent in writing from time to time;



 


		(ii)	(in
                                            the case of a Euro Swingline Loan or a Sterling Swingline Loan or an Optional Currency Swingline
                                            Loan) to the €/£ Swingline Agent through that Swingline Lender's Facility Office
                                            in London or through its or an Affiliate's Facility Office as notified to the €/£
                                            Swingline Agent in writing from time to time;



 


		(iii)	(in
                                            the case of a Swiss Francs Swingline Loan) to the Swiss Francs Swingline Agent through that
                                            Swingline Lender’s Facility Office in London or through its or an Affiliate's Facility
                                            Office as notified to the Swiss Francs Swingline Agent in writing from time to time;



 






    54 


     


    

 


		(iv)	(in
                                            the case of a Danish Krone Swingline Loan, a Norwegian Krone Swingline Loan or a Swedish
                                            Krona Swingline Loan (other than a Danish Krone Swingline Loan, a Norwegian Krone Swingline
                                            Loan or a Swedish Krona Swingline Loan in respect of Swingline Facility F) to the Danish
                                            Krone/ Norwegian Krone/Swedish Krona Swingline Agent through that Swingline Lender's Facility
                                            Office in London or through its or an Affiliate's Facility Office as notified to the Danish
                                            Krone/Norwegian Krone/Swedish Krona Swingline Agent in writing from time to time; and



 


		(v)	(in
                                            the case of a Swingline Facility F Nordic Loan) to the Facility F Swingline Agent through
                                            that Swingline Lender’s Facility Office in Stockholm or through its or an Affiliate’s
                                            Facility Office as notified to the Facility F Swingline Agent in writing from time to time.



 


		(b)	The
                                            Swingline Lenders will only be obliged to comply with paragraph (a) above if:



 


		(i)	on
                                            the date of the Utilisation Request, the Company has delivered:



 


		(A)	a
                                            Required Value Notice; and



 


		(B)	a
                                            CSV Collateral File,



 


in
each case, in accordance with paragraph 6 (Required Value Notice and CSV Collateral File) of Part I of Schedule 6 (Borrowing
Base); and


 


		(ii)	on
                                            the date of the Utilisation Request and on the proposed Utilisation Date:



 


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



 


		(B)	the
                                            Repeating Representations to be made by each Obligor are true in all material respects; and



 


		(iii)	on
                                            the proposed Utilisation Date the Collateral Monitor has delivered to the Security Agent
                                            and the Facility Agent and the relevant Swingline Agent a Collateral Report pursuant to and
                                            in accordance with paragraph 7 (Utilisation Date disbursement procedures – Revolving
                                            Loans and Swingline Loans) of Part I of Schedule 6 (Borrowing Base); and



 


		(iv)	where
                                            a Lender has made its participation in a Swingline Loan available to the relevant Agent,
                                            that Agent will only be obliged to make that participation available to the Company if the
                                            Company has transferred Eligible Collateral to the extent and in the manner required under
                                            and in accordance with paragraph 7 (Utilisation Date disbursement procedures – Revolving
                                            Loans and Swingline Loans) of Part I of Schedule 6 (Borrowing Base) and the Company
                                            has otherwise complied with the provisions set out in Schedule 6 (Borrowing Base).



 


		(c)	The
                                            amount of each Swingline Lender's participation in each Swingline Loan will in relation to
                                            the applicable Swingline Facility, be equal to the proportion borne by its Available Commitment
                                            under that Swingline Facility to the Available Swingline Facility in relation to that Swingline
                                            Facility immediately prior to making the Swingline Loan, adjusted to take account of any
                                            limit applying under Clause ‎‎6.5
                                            (Relationship with a Revolving Facility).



 


		(d)	The
                                            U.S. Dollar Swingline Agent shall determine the Base Currency Amount of each U.S. Dollar
                                            Swingline Loan and shall notify each Swingline Lender of the amount, currency and the Base
                                            Currency Amount of each U.S. Dollar Swingline Loan and the amount of its participation in
                                            that Swingline Loan, in each case by the applicable Specified Time.



 


		(e)	The
                                            €/£ Swingline Agent shall determine the Base Currency Amount of each Sterling
                                            Swingline Loan, Euro Swingline Loan and Optional Currency Swingline Loan and shall notify
                                            each Swingline Lender of the amount, currency and the Base Currency Amount of each Sterling
                                            Swingline Loan, Euro Swingline Loan and Optional Currency Swingline Loan and the amount of
                                            its participation in that Swingline Loan, in each case by the applicable Specified Time.



 






    55 


     


    

 


		(f)	The
                                            Swiss Francs Swingline Agent shall determine the Base Currency Amount of each Swiss Francs
                                            Swingline Loan and shall notify each Swingline Lender of the amount, currency and the Base
                                            Currency Amount of each Swiss Francs Swingline Loan and the amount of its participation in
                                            that Swingline Loan, in each case by the applicable Specified Time.



 


		(g)	The
                                            Danish Krone/Norwegian Krone/Swedish Krona/Swiss Francs Swingline Agent shall determine the
                                            Base Currency Amount of each Danish Krone Swingline Loan/Norwegian Krone Swingline Loan/Swedish
                                            Krona Swingline Loan and shall notify each Swingline Lender of the amount, currency and the
                                            Base Currency Amount of each Danish Krone Swingline Loan/Norwegian Krone Swingline Loan/Swedish
                                            Krona Swingline Loan and the amount of its participation in that Swingline Loan, in each
                                            case by the applicable Specified Time.



 


		(h)	The
                                            Facility F Swingline Agent shall determine the Base Currency Amount of each Swingline Facility
                                            F Nordic Loan and shall notify each Swingline Lender of the amount, currency and the Base
                                            Currency Amount of each Swingline Facility F Nordic Loan and the amount of its participation
                                            in that Swingline Facility F Nordic Loan, in each case by the applicable Specified Time.



 


		6.5	Relationship
                                            with a Revolving Facility



 


		(a)	This
                                            Clause ‎‎6.5 applies when a Swingline Loan is outstanding or is to be borrowed.



 


		(b)	A
                                            Revolving Facility may be used by way of a Swingline Loan. Each of the Swingline Facility
                                            A, Swingline Facility B, Swingline Facility C, Swingline Facility D, Swingline Facility E
                                            or Swingline Facility F is not independent of a Revolving Facility A, Revolving Facility
                                            B, Revolving Facility C, Revolving Facility D, Revolving Facility E or Revolving Facility
                                            F (as applicable).



 


		(c)	Notwithstanding
                                            any other term of this Agreement, in relation to each Facility, a Lender under that Facility
                                            is only obliged to participate in a Revolving Loan or a Swingline Loan in relation to that
                                            Facility to the extent that it would not result in the aggregate Base Currency Amount of
                                            its participation and that of the Related Lender (if any) of that Lender in the Revolving
                                            Loans and the Swingline Loans in relation to that Facility exceeding its Overall Commitment
                                            in relation to that Facility.



 


		6.6	Cancellation
                                            of Swingline Commitments



 


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


 


		6.7	Swingline
                                            Agents



 


		(a)	Each
                                            Swingline Agent may perform its duties in respect of the relevant Swingline Facility through
                                            an Affiliate acting as its agent.



 


		(b)	Notwithstanding
                                            any other term of this Agreement and without limiting the liability of any Obligor under
                                            the Finance Documents:



 


		(i)	each
                                            Lender shall (in proportion to its share of the Total Revolving Facility Commitments or,
                                            if the Total Revolving Facility Commitments are then zero, to its share of the Total Revolving
                                            Facility Commitments immediately prior to their reduction to zero) pay to or indemnify the
                                            €/£ Swingline Agent, within three Business Days of demand, for or against any
                                            cost, loss or liability (including, without limitation, for negligence or any other category
                                            of loss whatsoever) incurred by that €/£ Swingline Agent or its Affiliate (other
                                            than by reason of that €/£ Swingline Agent's or its Affiliate's gross negligence
                                            or wilful misconduct) or, in the case of any cost, loss or liability pursuant to Clause ‎‎32.11
                                            (Disruption to payment systems etc.) notwithstanding that €/£ Swingline
                                            Agent’s or its Affiliate’s negligence, gross negligence or any other category
                                            of liability whatsoever but not including any claim based on the fraud of that €/£
                                            Swingline Agent or its Affiliate in acting as a €/£ Swingline Agent under the
                                            Finance Documents (unless that €/£ Swingline Agent or its Affiliate has been reimbursed
                                            by an Obligor pursuant to a Finance Document);



 






    56 


     


    

 


		(ii)	each
                                            Revolving Facility B Lender shall (in proportion to its share of the Total Revolving Facility
                                            B Commitments or, if the Total Revolving Facility B Commitments are then zero, to its share
                                            of the Total Revolving Facility B Commitments immediately prior to their reduction to zero)
                                            pay to or indemnify the U.S. Dollar/Swiss Francs Swingline Agent (as applicable), within
                                            three Business Days of demand, for or against any cost, loss or liability (including, without
                                            limitation, for negligence or any other category of loss whatsoever) incurred by that U.S.
                                            Dollar/Swiss Francs Swingline Agent (as applicable) or its Affiliates (other than by reason
                                            of that U.S. Dollar/Swiss Francs Swingline Agent's (as applicable) or its Affiliate's gross
                                            negligence or wilful misconduct) or, in the case of any cost, loss or liability pursuant
                                            to Clause ‎‎32.11 (Disruption to payment systems etc.) notwithstanding that
                                            U.S. Dollar/Swiss Francs Swingline Agent’s (as applicable) or its Affiliate’s
                                            negligence, gross negligence or any other category of liability whatsoever but not including
                                            any claim based on the fraud of that U.S. Dollar/Swiss Francs Swingline Agent (as applicable)
                                            or its Affiliate in acting as a U.S. Dollar/Swiss Francs Swingline Agent (as applicable)
                                            under the Finance Documents (unless that U.S. Dollar/Swiss Francs Swingline Agent (as applicable)
                                            or its Affiliate has been reimbursed by an Obligor pursuant to a Finance Document);



 


		(iii)	each
                                            Revolving Facility C Lender shall (in proportion to its share of the Total Revolving Facility
                                            C Commitments or, if the Total Revolving Facility C Commitments are then zero, to its share
                                            of the Total Revolving Facility C Commitments immediately prior to their reduction to zero)
                                            pay to or indemnify the Danish Krone/Norwegian Krone/Swedish Krona Swingline Agent (as applicable),
                                            within three Business Days of demand, for or against any cost, loss or liability (including,
                                            without limitation, for negligence or any other category of loss whatsoever) incurred by
                                            that Danish Krone/Norwegian Krone/Swedish Krona Swingline Agent (as applicable) or its Affiliate
                                            (other than by reason of that Danish Krone/Norwegian Krone/Swedish Krona Swingline Agent’s
                                            (as applicable) or its respective Affiliate's gross negligence or wilful misconduct) or,
                                            in the case of any cost, loss or liability pursuant to Clause ‎‎32.11 (Disruption
                                            to payment systems etc.) notwithstanding that Danish Krone/Norwegian Krone/Swedish Krona
                                            Swingline Agent’s (as applicable) or its Affiliate’s negligence, gross negligence
                                            or any other category of liability whatsoever but not including any claim based on the fraud
                                            of that Danish Krone/Norwegian Krone/Swedish Krona Swingline Agent (as applicable) or its
                                            Affiliate in acting as a Danish Krone/Norwegian Krone/Swedish Krona Swingline Agent (as applicable)
                                            under the Finance Documents (unless that Danish Krone/Norwegian Krone/Swedish Krona Swingline
                                            Agent (as applicable) or its Affiliate has been reimbursed by an Obligor pursuant to a Finance
                                            Document);



 


		(iv)	each
                                            Revolving Facility D Lender shall (in proportion to its share of the Total Revolving Facility
                                            D Commitments or, if the Total Revolving Facility D Commitments are then zero, to its share
                                            of the Total Revolving Facility D Commitments immediately prior to their reduction to zero)
                                            pay to or indemnify the U.S. Dollar Swingline Agent, within three Business Days of demand,
                                            for or against any cost, loss or liability (including, without limitation, for negligence
                                            or any other category of loss whatsoever) incurred by that U.S. Dollar Swingline Agent or
                                            its Affiliate (other than by reason of that U.S. Dollar Swingline Agent’s or its respective
                                            Affiliate's gross negligence or wilful misconduct) or, in the case of any cost, loss or liability
                                            pursuant to Clause ‎‎32.11
                                            (Disruption to payment systems etc.) notwithstanding that U.S. Dollar Swingline Agent’s
                                            or its Affiliate’s negligence, gross negligence or any other category of liability
                                            whatsoever but not including any claim based on the fraud of that U.S. Dollar Swingline Agent,
                                            or its Affiliate in acting as a U.S. Dollar Swingline Agent under the Finance Documents (unless
                                            that U.S. Dollar Swingline Agent or its Affiliate have been reimbursed by an Obligor pursuant
                                            to a Finance Document);



 






    57 


     


    

 


		(v)	each
                                            Revolving Facility E Lender shall (in proportion to its share of the Total Revolving Facility
                                            E Commitments or, if the Total Revolving Facility E Commitments are then zero, to its share
                                            of the Total Revolving Facility E Commitments immediately prior to their reduction to zero)
                                            pay to or indemnify the U.S. Dollar/Swiss Francs Swingline Agent (as applicable), within
                                            three Business Days of demand, for or against any cost, loss or liability (including, without
                                            limitation, for negligence or any other category of loss whatsoever) incurred by that U.S.
                                            Dollar/Swiss Francs Swingline Agent (as applicable) or its Affiliate (other than by reason
                                            of that U.S. Dollar/Swiss Francs Swingline Agent's (as applicable) or its Affiliate's gross
                                            negligence or wilful misconduct) or, in the case of any cost, loss or liability pursuant
                                            to Clause ‎‎32.11 (Disruption to payment systems etc.) notwithstanding that
                                            U.S. Dollar/Swiss Francs Swingline Agent’s (as applicable) or its Affiliate’s
                                            negligence, gross negligence or any other category of liability whatsoever but not including
                                            any claim based on the fraud of that U.S. Dollar/Swiss Francs Swingline Agent (as applicable)
                                            or its Affiliate in acting as a U.S. Dollar/Swiss Francs Swingline Agent (as applicable)
                                            under the Finance Documents (unless that U.S. Dollar/Swiss Francs Swingline Agent (as applicable)
                                            or its Affiliate has been reimbursed by an Obligor pursuant to a Finance Document); and



 


		(vi)	the
                                            Revolving Facility F Lender shall (in proportion to its share of the Total Revolving Facility
                                            F Commitments or, if the Total Revolving Facility F Commitments are then zero, to its share
                                            of the Total Revolving Facility F Commitments immediately prior to their reduction to zero)
                                            pay to or indemnify the €/£ Swingline Agent or the Facility F Swingline Agent
                                            (as applicable) within three Business Days of demand, for or against any cost, loss or liability
                                            (including, without limitation, for negligence or any other category of loss whatsoever)
                                            incurred by the €/£ Swingline Agent or Facility F Swingline Agent (as applicable)
                                            or its Affiliate (other than by reason of the €/£ Swingline Agent’s or the
                                            Facility F Swingline Agent’s (as applicable) or its Affiliate's gross negligence or
                                            wilful misconduct) or, in the case of any cost, loss or liability pursuant to Clause ‎‎32.11
                                            (Disruption to payment systems etc.) notwithstanding that the €/£ Swingline
                                            Agent’s or the Facility F Swingline Agent’s (as applicable) or its Affiliate’s
                                            negligence, gross negligence or any other category of liability whatsoever but not including
                                            any claim based on the fraud of that the €/£ Swingline Agent or the Facility F
                                            Swingline Agent (as applicable) or its Affiliate in acting as the €/£ Swingline
                                            Agent or the Facility F Swingline Agent (as applicable) under the Finance Documents (unless
                                            the €/£ Swingline Agent or the Facility F Swingline Agent (as applicable) or its
                                            Affiliate has been reimbursed by an Obligor pursuant to a Finance Document).



 






    58 


     


    

 


		7.	Optional
                                            Currencies



 


		7.1	Selection
                                            of currency



 


The Company shall select the currency
of a Loan in a Utilisation Request.


 


		7.2	Unavailability
                                            of a currency



 


If
before the applicable Specified Time, a Lender notifies the Facility Agent, or in the case of a Swingline Loan, the relevant Swingline
Agent that compliance with its obligation to participate in a Loan in the proposed Optional Currency would contravene a law or regulation
applicable to it, the Facility Agent, or in the case of a Swingline Loan, the relevant Swingline Agent will give notice to the Company
to that effect by the applicable Specified Time. In this event, any Lender that gives notice pursuant to this Clause ‎‎7.2 will
be required to participate in the Loan in the Base Currency (in an amount equal to that Lender's proportion of the Base Currency Amount
or, in respect of a Rollover Loan, an amount equal to that Lender's proportion of the Base Currency Amount of the Rollover Loan that
is due to be made) and its participation will be treated as a separate Loan denominated in the Base Currency during that Interest Period.


 


		7.3	Participation
                                            in a Loan



 


Each
Lender's participation in a Loan will be determined in accordance with paragraph (b) of Clause ‎‎5.4 (Lenders' participation
in Revolving Loans) or paragraph (c) of Clause 6.4 (Lenders' participation in Swingline Loans) (as applicable).


 






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SECTION
4  


 


REPAYMENT,
PREPAYMENT AND CANCELLATION


 


		8.	Repayment



 


		8.1	Repayment
                                            of Revolving Loans



 


		(a)	The
                                            Company shall repay each Revolving Loan on its Repayment Date.



 


		(b)	Without
                                            prejudice to the Company's obligation under paragraph (a) above, if in relation to a Revolving
                                            Facility one or more Revolving Loans are to be made available to the Company under that Revolving
                                            Facility:



 


		(i)	on
                                            the same day that a maturing Revolving Loan under that Revolving Facility is due to be repaid
                                            by the Company;



 


		(ii)	in
                                            the same currency as the maturing Revolving Loan (unless it arose as a result of the operation
                                            of Clause ‎‎7.2 (Unavailability of a currency)); and



 


		(iii)	in
                                            whole or in part, for the purpose of refinancing the maturing Revolving Loan, the aggregate
                                            amount of the new Revolving Loan(s) shall, unless the Company notifies the Facility Agent
                                            to the contrary in the relevant Utilisation Request, be treated as if applied in or towards
                                            repayment of the maturing Revolving Loan so that:



 


		(A)	if
                                            the amount of the maturing Revolving Loan exceeds the aggregate amount of the new Revolving
                                            Loan(s):



 


		(1)	the
                                            Company will only be required to make a payment under Clause ‎‎32.1
                                            (Payments to the Agents) in an amount in the relevant currency equal to that excess;
                                            and



 


		(2)	each
                                            applicable Lender's participation in the new Revolving Loan(s) shall be treated as having
                                            been made available and applied by the Company in or towards repayment of that Lender's participation
                                            in the maturing Revolving Loan and that Lender will not be required to make a payment under
                                            Clause ‎‎32.1 (Payments to the Agents)
                                            in respect of its participation in the new Revolving Loan(s); and



 


		(B)	if
                                            the amount of the maturing Revolving Loan is equal to or less than the aggregate amount of
                                            the new Revolving Loan(s):



 


		(1)	the
                                            Company will not be required to make a payment under Clause ‎‎32.1
                                            (Payments to the Agents); and



 


		(2)	each
                                            applicable Lender will be required to make a payment under Clause ‎‎32.1
                                            (Payments to the Agents) in respect of its participation in the new Revolving Loan(s)
                                            only to the extent that its participation in the new Revolving Loan(s) exceeds that Lender's
                                            participation in the maturing Revolving Loan and the remainder of that Lender's participation
                                            in the new Revolving Loan(s) shall be treated as having been made available and applied by
                                            the Company in or towards repayment of that Lender's participation in the maturing Revolving
                                            Loan.



 






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		8.2	Repayment
                                            of Swingline Loans



 


The Company shall repay each Swingline
Loan on its Repayment Date.


 


		9.	Prepayment
                                            and cancellation



 


		9.1	Illegality



 


If, in any applicable jurisdiction, it
becomes unlawful for any Lender or Related Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain
its participation in any Loan:


 


		(a)	that
                                            Lender or Related Lender shall promptly notify the Facility Agent upon becoming aware of
                                            that event;



 


		(b)	upon
                                            the Facility Agent notifying the Company, each Available Commitment of that Lender or Related
                                            Lender together with any Affiliated Lender or Related Lender, will be immediately cancelled
                                            (to the greatest extent possible which does not result in that Lender and/or Related Lender
                                            failing to meet the requirement set out in paragraph (f) of Clause 26.3 (Other conditions
                                            of assignment or transfer)); and



 


		(c)	to
                                            the extent that the Lender's and/or Related Lender’s participation has not been transferred
                                            pursuant to paragraph (d) of Clause ‎‎9.6 (Right of replacement or repayment and
                                            cancellation in relation to a single Lender), the Company shall repay that Lender's and/or
                                            Related Lender’s participation in the Loans on the last day of the Interest Period
                                            for each Loan occurring after the Facility Agent has notified the Company or, if earlier,
                                            the date specified by the Lender in the notice delivered to the Facility Agent (being no
                                            earlier than the last day of any applicable grace period permitted by law) and that Lender's
                                            and/or Related Lender’s corresponding Commitment(s) shall be immediately cancelled
                                            in the amount of the participations repaid.



 


		9.2	Change
                                            of control and Cboe Merger Event



 


		(a)	If:



 


		(i)	any
                                            person or group of persons acting in concert gains control of the Guarantor;



 


		(ii)	the
                                            Company ceases to be a wholly owned Subsidiary of the Guarantor; or



 


		(iii)	a
                                            Cboe Merger Event occurs,



 


then:


 


		(A)	the
                                            Company shall promptly notify the Facility Agent upon becoming aware of that event;



 


		(B)	a
                                            Lender shall not be obliged to fund a Utilisation (except for a Rollover Loan); and



 


		(C)	if
                                            a Lender so requires and notifies the Facility Agent, the Facility Agent shall, by no less
                                            than 60 days' notice to the Company, cancel the Commitment of that Lender and its Related
                                            Lender (if any) and declare the participation of that Lender and of any such Related Lender
                                            in all outstanding Loans, together with accrued interest, and all other amounts accrued under
                                            the Finance Documents immediately due and payable, whereupon the Commitment of that Lender
                                            and of any such Related Lender will be cancelled and all such outstanding amounts will become
                                            immediately due and payable.



 






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		(b)	For
                                            the purpose of paragraph (a) above, "control" means 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 may be cast at a general
                                            meeting of the Guarantor.



 


		(c)	For
                                            the purpose of paragraph (a) above, "acting in concert" has the meaning
                                            given to it in the City Code on Takeovers and Mergers.



 


		9.3	Mandatory
                                            prepayment – Collateral shortfall



 


The
Company shall (unless it elects to transfer additional Eligible Collateral into the Collateral Account(s) pursuant to paragraph 10(a)
of Part I of Schedule 6 (Borrowing Base)) prepay Loan(s) at the times and in the amounts specified in paragraph 9 of Part I of
Schedule 6 (Borrowing Base).


 


		9.4	Voluntary
                                            cancellation



 


		(a)	The
                                            Company may, if it gives the Facility Agent not less than three Business Days' (or such shorter
                                            period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being
                                            a minimum amount of €5,000,000) of an Available Facility under a Revolving Facility.
                                            Any cancellation under this Clause ‎‎9.4
                                            shall reduce the Revolving Facility Commitments of the Lenders rateably under that Facility.



 


		(b)	Upon
                                            the whole or part of the Revolving Facility Commitment of a Revolving Lender being cancelled
                                            in accordance with paragraph (a) above, the applicable Swingline Commitment of that Lender
                                            (or, if it does not have a Swingline Commitment, the Swingline Commitment of its Related
                                            Lender under that Facility) will be reduced by the same amount.



 


		(c)	The
                                            Facility Agent may not make a cancellation pursuant to paragraph (a) above to the extent
                                            that that cancellation would result in a Lender (or its Related Lender, if any) failing to
                                            meet the requirement set out in paragraph (f) of Clause 26.3 (Other conditions of assignment
                                            or transfer).



 


		(d)	At
                                            any time (following completion of the acquisition of the Company by the Guarantor) if and
                                            while the Company is not a wholly owned Subsidiary of the Guarantor, the Guarantor may, if
                                            it gives the Facility Agent not less than three Business Days' (or such shorter period as
                                            the Majority Lenders may agree) prior notice, cancel the Total Commitments. On the date specified
                                            in the relevant cancellation notice, the Total Commitments will be cancelled in full and
                                            all outstanding Loans, together with accrued interest, and all other amounts accrued under
                                            the Finance Documents will become immediately due and payable.



 


		9.5	Voluntary
                                            prepayment of Loans



 


		(a)	The
                                            Company may, if it gives the Facility Agent not less than:



 


		(i)	in
                                            the case of a Term Rate Revolving Loan, three Business Days' (or such shorter period as the
                                            Majority Lenders may agree) prior notice; or



 


		(ii)	in
                                            the case of an RFR Revolving Loan, three Business Days’ (or such shorter period as
                                            the Majority Lenders and the Facility Agent may agree) prior notice, provided that, unless
                                            such prepayment is made at the end of an Interest Period and subject to paragraph (c) below,
                                            the Company makes no more than two voluntary prepayments in part of an RFR Revolving Loan
                                            in each 12-month period,



 


prepay the whole or any part of a Revolving
Loan (but if in part, being an amount that reduces the Base Currency Amount of the Loan by a minimum amount of €5,000,000).


 


		(b)	The
                                            Company may, if it gives prior notice to (in the case of a U.S. Dollar Swingline Loan) the
                                            U.S. Dollar Swingline Agent or (in the case of a Euro Swingline Loan or a Sterling Swingline
                                            Loan) the €/£ Swingline Agent or (in the case of a Swiss Francs Swingline Loan)
                                            the Swiss Francs Swingline Agent or (in the case of a Danish Krone Swingline Loan/Norwegian
                                            Krone Swingline Loan/Swedish Krona Swingline Loan (other than a Danish Krone Swingline Loan/Norwegian
                                            Krone Swingline Loan/Swedish Krona Swingline Loan in respect of Swingline Facility F) the
                                            Danish Krone/Norwegian Krone/Swedish Krona/ Swingline Agent or (in the case of a Swingline
                                            Facility F Nordic Loan) the Facility F Swingline Agent by no later than 12:00 noon on the
                                            date of prepayment, prepay the whole or any part of a Swingline Loan (but if in part, being
                                            an amount that reduces the Base Currency Amount of the Loan by a minimum amount of €5,000,000),
                                            provided that, unless such prepayment is made at the end of an Interest Period and subject
                                            to paragraph (c) below, the Company makes no more than two voluntary prepayments in part
                                            of any Sterling Swingline Loan or Swiss Francs Swingline Loan in each 12-month period.



 






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		(c)	Any
                                            partial prepayment of an RFR Revolving Loan, a Sterling Swingline Loan or a Swiss Francs
                                            Swingline Loan made in accordance with this Clause 9.5 on a day which is not the last day
                                            of an Interest Period shall be made together with a prepayment fee in the amount of U.S.$3,000
                                            by the Company to the relevant Agent.



 


		9.6	Right
                                            of replacement or repayment and cancellation 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 ‎‎14.2 (Tax gross-up); or



 


		(ii)	any
                                            Lender claims indemnification from the Company under Clause ‎‎14.3 (Tax indemnity)
                                            or Clause ‎‎15.1 (Increased costs),



 


the
Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Facility
Agent notice of cancellation of all of the Commitment(s) of that Lender (and its Related Lender, if any) and its intention to procure
the repayment of that Lender's (and that of its Related Lender, if any) participation in the Loans or give the Facility Agent notice
of its intention to replace that Lender (and its Related Lender, if any) in accordance with paragraph (d) below.


 


		(b)	On
                                            receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment(s)
                                            of that Lender (and its Related Lender, if any) shall immediately be reduced to zero.



 


		(c)	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),
                                            the Company shall repay the participation in each Loan of that Lender (and its Related Lender,
                                            if any).



 


		(d)	If:



 


		(i)	any
                                            of the circumstances set out in paragraph (a) above apply to a Lender; or



 


		(ii)	an
                                            Obligor becomes obliged to pay any amount in accordance with Clause ‎‎9.1 (Illegality)
                                            to any Lender,



 


the
Company may, on five Business Days' prior notice to the Facility Agent and that Lender, replace that Lender (and its Related Lender,
if any) by requiring that Lender (and its Related Lender, if any) to (and, to the extent permitted by law, that Lender (and its Related
Lender, if any) shall) transfer, conditional on receipt of the purchase price referred to below, pursuant to Clause ‎‎26
(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 (and its Related Lender, if any)
under each Facility in accordance with Clause ‎‎26 (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 (and that of its Related Lender, if any)
participation in the outstanding Loans and all accrued interest (to the extent that the Facility Agent has not given a notification under
Clause ‎‎26.10 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance
Documents.


 






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



 


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



 


		(ii)	neither
                                            an Agent, Security Agent nor any Lender shall have any obligation to find a replacement Lender;



 


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



 


		(iv)	a
                                            Lender (and its Related Lender, if any) shall only be obliged to transfer its rights and
                                            obligations pursuant to paragraph (d) 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; and



 


		(v)	a
                                            Lender shall not be obliged to transfer its rights and obligations pursuant to paragraph
                                            (d) above to the extent that the transfer would result in that Lender (or its Related Lender,
                                            if any) failing to meet the requirements set out in paragraph (f) of Clause 26.3 (Other
                                            conditions of assignment or transfer).



 


		(f)	A
                                            Lender (and its Related Lender, if any) shall perform the checks described in paragraph (e)(iv)
                                            above as soon as reasonably practicable following delivery of a notice referred to in paragraph
                                            (d) above and in any event within 10 Business Days after the transferring Lender(s) receive
                                            all information and documents reasonably requested by the transferring Lender(s) to perform
                                            those checks and shall notify the Facility Agent and the Company when it is satisfied that
                                            it has complied with those checks.



 


(g)




 


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



 


		(ii)	On
                                            the notice referred to in paragraph (i) above becoming effective, each Available Commitment
                                            of the Defaulting Lender shall (other than as set out in paragraph (iv) below) immediately
                                            be reduced to zero.



 


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



 


		(iv)	That
                                            Lender’s Available Commitment relating to each Revolving Facility shall immediately
                                            be reduced to the lowest amount possible which does not result in that Lender (or its Related
                                            Lender, if any) failing to meet the requirement set out in ‎ paragraph (f) of Clause
                                            26.3 (Other conditions of assignment or transfer).



 






    64 


     


    

 


		9.7	Restrictions



 


		(a)	Any
                                            notice of cancellation or prepayment given by any Party under this Clause ‎‎9 shall
                                            be irrevocable 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)	Any
                                            prepayment under this Agreement shall be made together with accrued interest on the amount
                                            prepaid and, subject to any Break Costs (if any) or any prepayment fees set out in this Agreement,
                                            without premium or penalty.



 


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



 


		(d)	The
                                            Company shall not repay or prepay all or any part of the Loans or cancel all or any part
                                            of the Commitments except at the times and in the manner expressly provided for in this Agreement.



 


		(e)	Subject
                                            to Clause ‎‎2.2 (Increase) and Clause 2.3 (Increase – Accordion Option),
                                            no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.



 


		(f)	If
                                            the Facility Agent receives a notice under this Clause ‎‎9 it shall promptly forward
                                            a copy of that notice to either the Company or the affected Lender, as appropriate.



 


		(g)	If
                                            all or part of any Lender's participation in a Loan under a Facility is repaid or prepaid
                                            and is not available for redrawing (other than by operation of Clause ‎‎4.2 (Further
                                            conditions precedent)), an amount of that Lender's Commitment (equal to the Base Currency
                                            Amount of the amount of the participation which is repaid or prepaid) in respect of that
                                            Facility will be deemed to be cancelled on the date of repayment or prepayment.



 


		(h)	The
                                            Company shall not cancel or reduce all or any part of a Lender's Revolving Facility Commitment
                                            unless it, at the same time, rateably cancels the applicable Swingline Commitment (if any)
                                            of that Lender or of any Related Lender of that Lender.



 


		9.8	Application
                                            of prepayments



 


Any
prepayment of a Loan pursuant to Clause 9.5 (Voluntary prepayment of Loans) shall be applied pro rata to each Lender's
participation in that Loan.


 






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SECTION
5  


 


COSTS OF UTILISATION


 


		10.	Interest



 


		10.1	Calculation
                                            of interest on Term Rate Revolving Loans



 


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


 


		(a)	Margin;
                                            and



 


		(b)	the
                                            relevant Revolving Loan Term Rate.



 


		10.2	Calculation
                                            of interest on RFR Revolving Loans



 


		(b)	The
                                            rate of interest on each RFR Revolving Loan for any day during an Interest Period is the
                                            percentage rate per annum which is the aggregate of:



 


		(i)	the
                                            Margin; and



 


		(ii)	the
                                            relevant Revolving Loan RFR Rate for that day.



 


		(c)	If
                                            any day during an Interest Period for an RFR Revolving Loan is not an RFR Banking Day, the
                                            rate of interest on that RFR Revolving Loan for that day will be the rate applicable to the
                                            immediately preceding RFR Banking Day.



 


		10.3	Calculation
                                            of interest on Swingline Loans



 


The
rate of interest on each Swingline Loan for any day during an Interest Period is the percentage rate per annum which is the aggregate
of:


 


		(a)	the
                                            Margin; and



 


		(b)	the
                                            relevant Swingline Rate for that day or, in relation to a Euro Swingline Loan, Sterling Swingline
                                            Loan and Swiss Francs Swingline Loan, the relevant Swingline Rate for the Swingline Business
                                            Day immediately preceding that day.



 


		10.4	Payment
                                            of interest on Revolving Loans



 


The Company shall pay accrued interest
on each Revolving Loan on the last day of each Interest Period for that Loan.


 


		10.5	Payment
                                            of interest on Swingline Loans



 


The Company shall
pay accrued interest on each Swingline Loan on the last day of its Interest Period.


 






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		10.6	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 the
                                            sum of 2 per cent. and the rate which would have been payable if the overdue amount had,
                                            during the period of non-payment, constituted a Revolving Loan in the currency of the overdue
                                            amount for successive Interest Periods, each of a duration selected by the Facility Agent
                                            (acting reasonably). Any interest accruing under this Clause ‎‎10.6 shall be immediately
                                            payable by the Obligor on demand by the Facility Agent.



 


		(b)	If
                                            any overdue amount consists of all or part of a Loan other than an RFR Revolving Loan and
                                            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
                                            the sum of 2 per cent. and 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.



 


		10.7	Notifications



 


		(a)	The
                                            Facility Agent shall promptly notify the relevant Revolving Lenders and the Company of the
                                            determination of a rate of interest under this Agreement in relation to a Revolving Loan
                                            (other than an RFR Revolving Loan), an Unpaid Sum or any other amount (other than a Swingline
                                            Loan). The relevant Agent shall promptly notify the Company of each Funding Rate relating
                                            to a Loan.



 


		(b)	The
                                            €/£ Swingline Agent shall promptly notify the relevant Swingline Lenders and the
                                            Company of the determination of the rate of interest under this Agreement in relation to
                                            a Euro Swingline Loan.



 


		(c)	The
                                            U.S. Dollar Swingline Agent shall promptly notify the relevant Swingline Lenders and the
                                            Company of the determination of the rate of interest under this Agreement in relation to
                                            a U.S. Dollar Swingline Loan.



 


		(d)	The
                                            Danish Krone/Norwegian Krone/Swedish Krona Swingline Agent shall promptly notify the Swingline
                                            Facility C Lenders and the Company of the determination of the rate of interest under this
                                            Agreement in relation to a Danish Krone Swingline Loan, Norwegian Krone Swingline Loan, or
                                            a Swedish Krona Swingline Loan, as applicable.



 


		(e)	The
                                            Facility F Swingline Agent shall promptly notify the Swingline Facility F Lender and the
                                            Company of the determination of the rate of interest under this Agreement in relation to
                                            a Swingline Facility F Nordic Loan.



 


		(f)	The
                                            Facility Agent shall promptly upon an RFR Interest Payment being determinable for an RFR
                                            Revolving Loan notify:



 


		(i)	the
                                            Company of that RFR Interest Payment;



 


		(ii)	each
                                            relevant Lender of the proportion of that RFR Interest Payment which relates to that Lender's
                                            participation in the relevant RFR Revolving Loan; and



 


		(iii)	the
                                            relevant Lenders and the Company of:



 


		(A)	each
                                            applicable rate of interest relating to the determination of that RFR Interest Payment; and



 


		(B)	to
                                            the extent it is then determinable, the Market Disruption Rate (if any) relating to the relevant
                                            RFR Revolving Loan, provided that, for the avoidance of doubt, the Facility Agent shall have
                                            no obligation to notify any Party of a Market Disruption Rate on or prior to the relevant
                                            Reporting Day and the Facility Agent shall not be responsible or liable for any damages,
                                            costs or losses whatsoever as a result of providing any Market Disruption Rate.



 






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		(g)	The
                                            relevant Agent shall promptly notify the relevant Lenders and the Company of the determination
                                            of a rate of interest to which Clause 12.3 (Cost of funds – Revolving Loans)
                                            or Clause 12.5 (Cost of funds – Swingline Loans), as applicable, applies.



 


		(h)	This
                                            Clause 10.7 shall not require any Agent to make any notification to any Party on a day which
                                            is not a Business Day.



 


		11.	Interest
                                            Periods



 


		11.1	Interest
                                            Periods for Revolving Loans



 


		(a)	The
                                            Interest Period for a Revolving Loan begins on the Utilisation Date of that Loan and ends
                                            on the Repayment Date of that Loan or any other period agreed between the Company and the
                                            Facility Agent (acting on the instructions of all the Lenders).



 


		(b)	A
                                            Revolving Loan has one Interest Period only.



 


		(c)	In
                                            respect of a RFR Revolving Loan, the Interest Period shall be one Month.



 


		11.2	Interest
                                            Periods for Swingline Loans



 


		(a)	The
                                            Interest Period of a Swingline Loan begins on the Utilisation Date of that Loan and ends
                                            on the Repayment Date of that Loan.



 


		(b)	A
                                            Swingline Loan has one Interest Period only.



 


		11.3	Non-Business
                                            Days



 


		(a)	If
                                            an Interest Period would otherwise end on a day which:



 


		(i)	(in
                                            the case of a Term Rate Revolving Loan and other than where paragraph (b) below applies)
                                            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); or



 


		(ii)	(in
                                            the case of a Swingline Loan but subject to paragraph (c) below) is not a Swingline Business
                                            Day, that Interest Period will instead end on the next Swingline Business Day in that calendar
                                            month (if there is one) or the preceding Swingline Business Day (if there is not).



 


		(b)	If
                                            a Term Rate Revolving Loan is in a Nordic Currency and there are rules specified as "Business
                                            Day Conventions" for that currency in Schedule 13 (Term Rate Terms), those rules
                                            shall apply to each Interest Period for that Loan.



 


		(c)	If
                                            a Loan or Unpaid Sum is an RFR Loan and there are rules specified as "Business Day Conventions"
                                            in the applicable RFR Terms, those rules shall apply to each Interest Period for that Loan
                                            or Unpaid Sum.



 


		(d)	Paragraphs
                                            (a) and (c) above are subject to paragraph (b) of Clause 11.1 (Interest Periods for Revolving
                                            Loans) and paragraph (b) of Clause 11.2 (Interest Periods for Swingline Loans).



 


		12.	Changes
                                            to the calculation of interest



 


		12.1	Interest
                                            calculation if no Primary Term Rate – Revolving Loans



 


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



 






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		(b)	Shortened
                                            Interest Period: If paragraph (a) above applies but it is not possible to calculate the
                                            relevant Interpolated Primary Term Rate, the Interest Period of the Loan shall (if it is
                                            longer than the applicable Fallback Interest Period) be shortened to the applicable Fallback
                                            Interest Period and the applicable Revolving Loan Term Rate shall be determined pursuant
                                            to the definition of "Revolving Loan Term Rate".



 


		(c)	Shortened
                                            Interest Period and Historic Primary Term Rate: If paragraph (b) above applies but no
                                            Primary Term Rate is available for the Interest Period of that Loan and it is not possible
                                            to calculate the relevant Interpolated Primary Term Rate, the applicable Revolving Loan Term
                                            Rate shall be the Historic Primary Term Rate for that Loan.



 


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



 


		(e)	Alternative
                                            Term Rate: If paragraph (d) above applies but it is not possible to calculate the Interpolated
                                            Historic Primary Term 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 Revolving
                                            Loan Term Rate shall be the aggregate of:



 


		(i)	the
                                            Alternative Term Rate as of the Quotation Time for a period equal in length to the Interest
                                            Period of that Loan; and



 


		(ii)	any
                                            applicable Alternative Term Rate Adjustment.



 


		(f)	Interpolated
                                            Alternative Term Rate: If paragraph (e) above applies but no Alternative Term Rate is
                                            available for the Interest Period of that Loan, the applicable Revolving Loan Term Rate shall
                                            be the aggregate of:



 


		(i)	the
                                            Interpolated Alternative Term Rate for a period equal in length to the Interest Period of
                                            that Loan; and



 


		(ii)	any
                                            applicable Alternative Term Rate Adjustment.



 


		(g)	Revolving
                                            Loan RFR Rate or cost of funds: If paragraph (f) above applies but it is not possible
                                            to calculate the Interpolated Alternative Term Rate then:



 


		(i)	if
                                            "Revolving Loan RFR Rate will apply as a fallback" is specified in
                                            Schedule 13 (Term Rate Terms) for that Loan and there are RFR Terms applicable to
                                            that Loan in the relevant currency:



 


		(A)	there
                                            shall be no Revolving Loan Term Rate for that Loan for that Interest Period and Clause 10.1
                                            (Calculation of interest on Term Rate Revolving Loans) will not apply to that Loan
                                            for that Interest Period; and



 


		(B)	that
                                            Loan shall be an "RFR Revolving Loan" for that Interest Period and Clause 10.2
                                            (Calculation of interest on RFR Revolving Loans) shall apply to that Loan for that
                                            Interest Period; and



 


		(ii)	if:



 


		(A)	"Revolving
                                            Loan RFR Rate will not apply as a fallback" and



 


		(B)	"Cost
                                            of funds will apply as a fallback",



 


are
specified in Schedule 13 (Term Rate Terms) for that Loan, Clause 12.3 (Cost of funds – Revolving Loans) shall
apply to that Loan for that Interest Period.


 






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		12.2	Market
                                            disruption – Revolving Loans



 


In
the case of a Term Rate Revolving Loan, if before the time specified in respect of that currency in Schedule 13 (Term Rate
Terms), the Facility Agent receives notifications from a relevant Lender or Lenders (whose participations in a Loan exceed 35 per
cent. of that Loan) that its cost of funds relating to its participation in that Loan would be in excess of the relevant Revolving Loan
Term Rate then Clause ‎‎12.3 (Cost of funds – Revolving Loans) shall apply to that Loan for the relevant Interest
Period.


 


		12.3	Cost
                                            of funds – Revolving Loans



 


		(a)	If
                                            this Clause ‎‎12.3 applies to a Term Rate Revolving Loan for an Interest Period,
                                            Clause 10.1 (Calculation of interest on Term Rate Revolving Loans) shall not apply
                                            to that Loan for that Interest Period and the rate of interest on that Loan for that Interest
                                            Period shall be the percentage rate per annum which is the sum of:



 


		(i)	the
                                            Margin; and



 


		(ii)	the
                                            weighted average of the rates notified to the Facility Agent by each relevant Lender as soon
                                            as practicable and in any event before interest is due to be paid in respect of that Loan,
                                            to be that which expresses as a percentage rate per annum its cost of funds relating to its
                                            participation in that Revolving Loan.



 


		(b)	If
                                            this Clause ‎‎12.3 applies and the Facility Agent or the Company so requires, the
                                            Facility 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 relevant Lenders and the Company, be binding on all Parties.



 


		(d)	If
                                            this Clause 12.3 applies pursuant to Clause ‎‎12.2 (Market disruption –
                                            Revolving Loans) and in relation to a Term Rate Revolving Loan:



 


		(i)	a
                                            Lender's Funding Rate is less than, in relation to any Term Rate Revolving Loan in euro,
                                            EURIBOR or, in relation to any Term Rate Revolving Loan in a Nordic Currency, the Benchmark
                                            Rate; or



 


		(ii)	a
                                            Lender does not notify a rate to the Facility Agent by the time specified in paragraph (a)(ii)
                                            above,



 


that
Lender’s cost of funds relating to its participation in that Term Rate Revolving Loan for that Interest Period shall be deemed,
for the purposes of paragraph (a) above, in relation to a Term Rate Revolving Loan in euro, EURIBOR or, in relation to any Term
Rate Revolving Loan in a Nordic Currency, the Benchmark Rate.


 


		(e)	Subject
                                            to paragraph (d) above, if this Clause ‎‎12.3 applies but any Lender does not notify
                                            a rate to the Facility Agent by the time specified in paragraph (a)(ii) above, the rate of
                                            interest shall be calculated on the basis of the rates notified by the remaining Lenders.



 


		(f)	If
                                            this Clause ‎‎12.3 applies the Facility Agent shall, as soon as is practicable, notify
                                            the Company.



 


		12.4	Interest
                                            calculation if no Swingline Rate – Swingline Loans



 


		(a)	If
                                            no Swingline Rate is available for any day, the applicable Swingline Rate for that day shall
                                            be the most recent applicable Swingline Rate which is as of a day which is no more than three
                                            days before that day.



 


		(b)	If
                                            paragraph (a) above applies, and there is no applicable Swingline Rate for a Swingline Loan
                                            (other than a Sterling Swingline Loan or Swiss Francs Swingline Loan) which is as of a day
                                            which is no more than three days before that day there shall be no Swingline Rate, for that
                                            day and Clause 12.5 (Cost of funds – Swingline Loans) shall apply.



 






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		12.5	Cost
                                            of funds – Swingline Loans



 


		(a)	If
                                            this Clause 12.5 applies to a Swingline Loan (other than a Sterling Swingline Loan or Swiss
                                            Francs Swingline Loan), Clause 10.3 (Calculation of interest on Swingline Loans) shall
                                            not apply to that Loan and the rate of interest on that Loan for the relevant day shall be
                                            the percentage rate per annum which is the sum of:



 


		(i)	the
                                            Margin; and



 


		(ii)	the
                                            weighted average of the rates notified to the relevant Swingline Agent by each relevant Swingline
                                            Lender as soon as practicable, and in any event before interest is due to be paid in respect
                                            of that Swingline Loan, to be that which expresses as a percentage rate per annum its cost
                                            of funds relating to its participation in that Loan.



 


		(b)	If
                                            this Clause ‎‎12.5 applies but any Swingline Lender does not notify a rate by the
                                            time specified in paragraph (a)(ii) above, the rate of interest shall be calculated on the
                                            basis of the rates notified by the remaining Swingline Lenders.



 


		12.6	Break
                                            Costs



 


		(a)	If
                                            an amount is specified as Break Costs in the Reference Rate Terms for a Loan or Unpaid Sum,
                                            the Company shall, within three Business Days of demand by a Finance Party, pay to that Finance
                                            Party its Break Costs (if any) attributable to all or any part of a Loan or Unpaid Sum being
                                            paid by the Company on a day prior to 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 Facility Agent, provide
                                            a certificate confirming the amount of its Break Costs for any Interest Period in respect
                                            of which they become, or may become, payable.



 


		13.	Fees



 


		13.1	Commitment
                                            fee



 


		(a)	The
                                            Company shall pay to the Facility Agent (for the account of each Revolving Lender in respect
                                            of their relevant Facility) a fee in the Base Currency computed at the rate of 0.30 per cent.
                                            per annum of the Available Commitment under Revolving Facility A, Revolving Facility B, Revolving
                                            Facility C, Revolving Facility D, Revolving Facility E and Revolving Facility F for the Availability
                                            Period.



 


		(b)	The
                                            accrued commitment fee is payable on the last day of each successive period of three Months
                                            which ends during the Availability Period, on the last day of the Availability Period and,
                                            if cancelled in full, on the cancelled amount of the relevant Lender's Commitment at the
                                            time the cancellation is effective.



 


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



 


		13.2	Arrangement
                                            fee



 


The Company shall pay to each Arranger
an arrangement fee in the amount and at the times agreed in a Fee Letter.


  


		13.3	Agency
                                            fee



 


The
Company shall pay to each Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.


 


		13.4	Security
                                            Agency fee



 


The
Company shall pay to the Security Agent (for its own account) a security agency fee in the amount and at the times agreed in a
Fee Letter.


 






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SECTION
6 


 


ADDITIONAL
PAYMENT OBLIGATIONS


 


		14.	Tax
                                            gross-up and indemnities



 


		14.1	Definitions



 


		(a)	In
                                            this Agreement:



 


"Bank Levy" means any
amount payable by any Finance Party or any of their respective Affiliates on the basis of or in relation to its balance sheet or capital
base or any part of it or its liabilities or minimum regulatory capital or any combination thereof (including, without limitation, Dutch
bank levy as set out in the Dutch bank tax act (Wet bankenbelasting) and any Tax in any jurisdiction levied on a similar basis
or for a similar purpose.


 


"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, in respect of advances to be made under this Agreement to the Company, a Lender which is beneficially entitled to interest payable
to that Lender and is:


 


		(i)	entitled
                                            to receive a payment of interest under this Agreement without any Tax Deduction; or



 


		(ii)	a
                                            Treaty Lender.



 


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


 


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


 


"Tax
Payment" means either the increase in a payment made by an Obligor to a Finance Party under Clause ‎‎14.2 (Tax
gross-up) or a payment under Clause ‎‎14.3 (Tax indemnity).


 


"Treaty Lender" means
a Lender which:


 


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



 


		(ii)	does
                                            not carry on a business in the jurisdiction in which the Obligor making a payment is resident
                                            for tax purposes (the "Source Jurisdiction") through a permanent establishment
                                            with which that Lender’s participation in the Loan is effectively connected; and



 


		(iii)	fulfils
                                            any condition which must be fulfilled by a Lender under the Treaty for residents of that
                                            Treaty State to obtain full exemption from taxation in the Source Jurisdiction on interest
                                            payable to that Lender in respect of an advance under a Finance Document, subject to the
                                            completion of procedural formalities.



 


"Treaty State" means
a jurisdiction having a double taxation agreement (a "Treaty") with the Source Jurisdiction which makes provision for
full exemption from Tax imposed by The Netherlands on interest.


 


		(b)	Unless
                                            a contrary indication appears in this Clause 14, a reference to "determines" or
                                            "determined" means a determination made in the discretion (reasonably exercised)
                                            of the person making the determination.



 






    72 


     


    

 


		14.2	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 Facility
                                            Agent accordingly. Similarly, a Lender shall notify the Facility Agent on becoming so aware
                                            in respect of a payment payable to that Lender. If the Facility Agent receives such notification
                                            from a Lender, it shall notify the Company and that Obligor.



 


		(c)	If
                                            a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due
                                            from that Obligor shall be increased to an amount which (after 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 Source Jurisdiction, 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 Treaty Lender and the Obligor making the payment is able to demonstrate
                                            that the payment could have been made to the Lender without the Tax Deduction had that Lender
                                            complied with its obligations under paragraph (g) (as applicable) below.



 


		(e)	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.



 


		(f)	Within
                                            30 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 Facility Agent
                                            for the Finance Party entitled to the payment 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.



 


		(g)	A
                                            Lender and each Obligor which makes a payment to which that Lender is entitled shall co-operate
                                            in completing any procedural formalities necessary for the Company to obtain authorisation
                                            to make that payment without a Tax Deduction.



 


		14.3	Tax
                                            indemnity



 


		(a)	The
                                            Company shall (within three Business Days of demand by the Facility 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.



 






    73 


     


    

 


		(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) by that Finance Party; or


 


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



 


		(A)	is
                                            compensated for by an increased payment under Clause ‎‎14.2 (Tax gross-up);



 


		(B)	would
                                            have been compensated for by an increased payment under Clause 14.2 (Tax gross-up),
                                            but was not so compensated solely because an exclusion in Clause 14.2 (Tax gross-up)
                                            applied;



 


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



 


		(D)	is
                                            suffered or incurred with respect to any Bank Levy (or any payment attributable to, or liability
                                            arising as a consequence of, a Bank Levy).



 


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



 


		(d)	A
                                            Protected Party shall, on receiving a payment from an Obligor under this Clause ‎‎14.3,
                                            notify the Facility Agent.



 


		14.4	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.


 


		14.5	Stamp
                                            taxes



 


The Company shall pay and, within
three Business Days of demand, indemnify each Secured Party against any cost, loss or liability that Secured Party incurs in relation
to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.


 


		14.6	Lender
                                            status confirmation



 


		(a)	Each
                                            Lender which is not an Original Lender shall indicate, in the documentation which it executes
                                            on becoming a Party as a Lender, and for the benefit of the Facility Agent and each Swingline
                                            Agent and without liability to any Obligor, which of the following categories it falls in,
                                            with respect to each Obligor on the day on which such Lender becomes Party to this Agreement:



 


		(i)	not
                                            a Qualifying Lender;



 


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



 


		(iii)	a
                                            Treaty Lender.



 






    74 


     


    

 


		(b)	If
                                            such Lender fails to indicate its status in accordance with this Clause 14.6, then that Lender
                                            shall be treated for the purposes of this Agreement (including by each Obligor) as if it
                                            is not a Qualifying Lender until such time as it notifies the Facility Agent and each Swingline
                                            Agent which category applies (and the Facility Agent and each Swingline Agent, upon receipt
                                            of such notification, shall inform the Company). For the avoidance of doubt, the documentation
                                            which a Lender executes on becoming a Party as a Lender shall not be invalidated by any failure
                                            of a Lender to comply with this Clause 14.6. Each Lender will notify the Facility Agent and
                                            each Swingline Agent if it ceases, other than as a result in a change of law, to be a Qualifying
                                            Lender (and the Facility Agent and each Swingline Agent, upon receipt of such notification,
                                            shall inform the Company).



 


		14.7	VAT



 


		(a)	All
                                            amounts expressed to be payable under a Finance Document by any Party to a Finance Party
                                            which (in whole or in part) constitute the consideration for any supply for VAT purposes
                                            are deemed to be exclusive of any VAT which is chargeable on that supply, 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 must pay to such 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 the VAT (and such Finance Party must promptly provide an appropriate
                                            VAT invoice to that 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.



 


		(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 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 ‎‎14.7 to any Party shall, at any time when such Party is
                                            treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where
                                            appropriate and unless the context otherwise requires) a reference to the person who is treated
                                            at that time as making the supply, or (as appropriate) receiving the supply, under the grouping
                                            rules (provided for in the Value Added Tax Act 1994, Article 11 of Council Directive 2006/112/EC
                                            (or as implemented by the relevant member state of the European Union) or any other similar
                                            provision in any jurisdiction other than the United Kingdom or a member state of the European
                                            Union) so that a reference to a Party shall be construed as a reference to that Party or
                                            the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes
                                            at the relevant time or the relevant representative member (or head) of that group or unity
                                            (or fiscal unity) at the relevant time (as the case may be).



 






    75 


     


    

 


		(e)	In
                                            relation to any supply made by a Finance Party to any Party under a Finance Document, if
                                            reasonably requested by such Finance Party, that Party must promptly provide such Finance
                                            Party with details of that Party’s VAT registration and such other information as is
                                            reasonably requested in connection with such Finance Party’s VAT reporting requirements
                                            in relation to such supply.



 


		14.8	FATCA
                                            information



 


		(a)	Subject
                                            to paragraph (c) below, each Party shall, within 10 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
                                            the Company is a U.S. Tax Obligor, or the Facility Agent reasonably believes that its obligations
                                            under FATCA or any other applicable law or regulation require it, each Lender shall, within
                                            10 Business Days of:



 


		(i)	where
                                            the Company is a U.S. Tax Obligor and the relevant Lender is an Original Lender, the date
                                            of the 2021 Amendment and Restatement Agreement;



 


		(ii)	where
                                            the Company is a U.S. Tax Obligor on a date on which any other Lender becomes a Party as
                                            a Lender, that date; and



 


		(iii)	where
                                            the Company is not a U.S. Tax Obligor, the date of a request from the Facility Agent,



 


supply to the Facility
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 Facility Agent may
                                            require to certify or establish the status of such Lender under FATCA or that other law or
                                            regulation.



 


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



 


		(g)	If
                                            any withholding certificate, withholding statement, document, authorisation or waiver provided
                                            to the Facility 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 Facility Agent
                                            unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify
                                            the Facility Agent). The Facility Agent shall provide any such updated withholding certificate,
                                            withholding statement, document, authorisation or waiver to the Company.



 


		(h)	The
                                            Facility 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 Facility Agent shall not be liable for any action taken
                                            by it under or in connection with paragraph (e), (f) or (g) above.



 


		14.9	FATCA
                                            Deduction



 


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



 


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



 


		15.	Increased
                                            costs



 


		15.1	Increased
                                            costs



 


		(a)	Subject
                                            to Clause ‎‎15.3 (Exceptions), the Company shall, within three Business Days
                                            of a demand by the Facility Agent, pay for the account of a Finance Party the amount of any
                                            Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i)
                                            the introduction of or any change in (or in the interpretation, administration or application
                                            of) any law or regulation or (ii) compliance with any law or regulation made after 1 July
                                            2020 or (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) the implementation
                                            or application of or compliance with the Dodd-Frank Wall Street Reform and Consumer Protection
                                            Act (the "Dodd-Frank Act") and any requests, rules, guidelines or directives
                                            made under, or issued in connection with, the Dodd-Frank Act.



 






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		(b)	In
                                            this Agreement:



 


"Basel III" means:


 


		(i)	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;



 


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



 


		(iii)	any
                                            further guidance or standards published by the Basel Committee on Banking Supervision relating
                                            to "Basel III".



 


"Basel III/CRD
IV Costs" means any Increased Cost which is attributable to 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, including any of the changes designed to strengthen
any capital standards or introduce minimum liquidity or other requirements referenced in Basel III or CRD IV (whether such implementation,
application or compliance is by a government, regulator, a Finance Party or one of its Affiliates).


 


"CRD IV" means EU
CRD IV and UK CRD IV.


 


"EU CRD IV" means:


 


		(i)	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 ("CRR"); and



 


		(ii)	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
                                            ("CRD").



 


"Increased Costs"
means:


 


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



 


		(ii)	an
                                            additional or increased cost; or



 


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



 


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


 






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"UK CRD IV" means:


 


		(i)	CRR
                                            as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal)
                                            Act 2018 (the "Withdrawal Act");



 


		(ii)	the
                                            law of the United Kingdom or any part of it, which immediately before IP completion day (as
                                            defined in the European Union (Withdrawal Agreement) Act 2020 ("WAA")) implemented
                                            CRD and its implementing measures;



 


		(iii)	direct
                                            EU legislation (as defined in the Withdrawal Act), which immediately before IP completion
                                            day (as defined in the WAA) implemented EU CRD IV as it forms part of domestic law of the
                                            United Kingdom by virtue of the Withdrawal Act; and



 


		(iv)	any
                                            law or regulation of the United Kingdom which introduces into domestic law of the United
                                            Kingdom a provision which is equivalent to a provision set out in CRR or CRD and/or implements
                                            Basel III standards.



 


		15.2	Increased
                                            cost claims



 


		(a)	A
                                            Finance Party intending to make a claim pursuant to Clause ‎‎15.1 (Increased costs)
                                            shall notify the Facility Agent of the event giving rise to the claim, following which the
                                            Facility Agent shall promptly notify the Company.



 


		(b)	Each
                                            Finance Party shall, as soon as practicable after a demand by the Facility Agent, provide
                                            a certificate confirming the amount of its Increased Costs.



 


		15.3	Exceptions



 


		(a)	Clause
                                            ‎‎15.1 (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 ‎‎14.3 (Tax indemnity) (or would have been compensated for under
                                            Clause ‎‎14.3 (Tax indemnity) but was not so compensated solely because any
                                            of the exclusions in paragraph (b) of Clause ‎‎14.3 (Tax indemnity) applied);



 


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



 


		(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 1 July 2020 (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).



 


		(b)	This
                                            Clause 15 shall only apply to a Basel III/CRD IV Cost:



 


		(i)	to
                                            the extent that such Basel III/CRD IV Cost was not capable of being calculated by that Finance
                                            Party with sufficient accuracy prior to 1 July 2020 due to a lack of clarity or detail in
                                            Basel III or CRD IV or any law or regulation that implements or applies Basel III or CRD
                                            IV and/or any related information from a banking regulator available on 1 July 2020; and



 


		(ii)	provided
                                            that the relevant Finance Party confirms in writing to the Company that it seeks to recover
                                            the equivalent of Basel III/CRD IV Costs to a similar extent from other similar borrowers
                                            and that it is actually implementing that policy in respect of similar facilities for similar
                                            borrowers, provided that similarity in this respect is determined by that Finance Party on
                                            the basis of all aspects of the relationship between that Finance Party and its clients.



 






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		(c)	For
                                            the purposes of paragraph (b)(ii) above, a written and duly signed statement by a Finance
                                            Party giving the required confirmations will be sufficient evidence, and a Finance Party
                                            will not be required to:



 


		(i)	provide
                                            any further evidence or otherwise to substantiate its policy concerning Basel III/CRD IV
                                            Costs; or



 


		(ii)	disclose
                                            any further information which that Finance Party is required to keep confidential under applicable
                                            laws or central banking regulations.



 


		(d)	In
                                            this Clause ‎‎15.3, a reference to a "Tax Deduction" has the same meaning
                                            given to that term in Clause ‎‎14.1 (Definitions).



 


		16.	Other
                                            indemnities



 


		16.1	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 Secured Party to whom that Sum is due against any cost, loss or liability
arising out of or as a result of the conversion, including any discrepancy between (A) the rate of exchange used to convert that Sum
from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt
of that Sum.


 


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



 


		16.2	Other
                                            indemnities



 


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



 


		(i)	the
                                            occurrence of any Event of Default;



 


		(ii)	a
                                            failure by an Obligor to pay any amount due under a Finance Document on its due date, including,
                                            without limitation, any cost, loss or liability arising as a result of Clause ‎‎32
                                            (Sharing among the Finance Parties);



 


		(iii)	funding,
                                            or making arrangements to fund, its participation in a Loan requested by the Company in a
                                            Utilisation Request but not made by reason of the operation of any one or more of the provisions
                                            of this Agreement (other than by reason of default or negligence by that Secured Party alone);
                                            or



 


		(iv)	a
                                            Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given
                                            by the Company.



 






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		(b)	The
                                            Company shall, within three Business Days of demand, indemnify each Secured Party against
                                            any cost, expense, loss or liability (including, without limitation, reasonable legal fees)
                                            incurred by that Secured Party (acting reasonably), in each case, arising out of or in connection
                                            with any action, claim, investigation or proceeding commenced or threatened (including, without
                                            limitation, any action, claim, investigation or proceeding to preserve or enforce rights)
                                            in relation to:



 


		(i)	the
                                            use of the proceeds of a Facility; and/or



 


		(ii)	any
                                            Finance Document.



 


		(c)	The
                                            Company will not be liable under paragraph (b) above for any cost, expense, loss or liability
                                            (including, without limitation, legal fees) incurred by a Secured Party (other than in respect
                                            of the Security Agent in respect of whom Clause 16.4 (Indemnity to the Security Agent)
                                            shall apply) if and to the extent that cost, expense, loss or liability results from any
                                            breach by that Secured Party of any Finance Document which has resulted directly from that
                                            Secured Party's own gross negligence, fraud or wilful misconduct.



 


		(d)	Each
                                            Obligor agrees that no Secured Party shall have any liability (whether direct or indirect,
                                            in contract or tort or otherwise) to an Obligor or any of their Affiliates for or in connection
                                            with anything referred to in paragraph (b) or (c) above except for any such cost, expense,
                                            loss or liability incurred by an Obligor that results from any breach by that Secured Party
                                            of any Finance Document which has resulted directly from that Secured Party's own gross negligence,
                                            fraud or wilful misconduct, provided that each Obligor agrees that the Security Agent shall
                                            have no such liability to any Obligor.



 


		(e)	Notwithstanding
                                            anything in paragraphs (a) to (d) above, no Secured Party shall be responsible or have any
                                            liability to an Obligor or any of its Affiliates or anyone else for consequential losses
                                            or damages or indirect, special or punitive damages.



 


		16.3	Indemnity
                                            to each Agent



 


The Company shall promptly indemnify
each Agent against:


 


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



 


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



 


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



 


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



 


		(b)	any
                                            cost, loss or liability (including, without limitation, for negligence or any other category
                                            of liability whatsoever) incurred by that Agent (otherwise than by reason of that Agent's
                                            gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant
                                            to Clause ‎‎33.11 (Disruption to payment systems etc.), notwithstanding that
                                            Agent's negligence, gross negligence or any other category of liability whatsoever but not
                                            including any claim based on the fraud of that Agent) in acting as an Agent under the Finance
                                            Documents.



 






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		16.4	Indemnity
                                            to the Security Agent



 


		(a)	The
                                            Company shall promptly indemnify the Security Agent and every Receiver and Delegate against
                                            any cost, loss or liability incurred by any of them as a result of:



 


		(i)	any
                                            failure by the Company to comply with its obligations under Clause ‎‎18 (Costs
                                            and expenses);



 


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



 


		(iii)	the
                                            taking, holding, protection or enforcement of the Transaction Security;



 


		(iv)	the
                                            exercise of any of the rights, powers, discretions, authorities and remedies vested in the
                                            Security Agent and each Receiver and Delegate by the Finance Documents or by law;



 


		(v)	any
                                            default by any Obligor in the performance of any of the obligations expressed to be assumed
                                            by it in the Finance Documents;



 


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



 


		(vii)	acting
                                            as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates
                                            to any of the Security Property (otherwise, in each case, than by reason of the relevant
                                            Security Agent's, Receiver’s or Delegate’s gross negligence or wilful misconduct).



 


		(b)	The
                                            Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured
                                            Parties, indemnify itself out of the Security Assets in respect of, and pay and retain, all
                                            sums necessary to give effect to the indemnity in this Clause ‎‎16.4 and shall have
                                            a lien on the Transaction Security and the proceeds of the enforcement of the Transaction
                                            Security for all moneys payable to it.



 


		(c)	This
                                            Clause 16 (Other Indemnities) and Clause 28.13 (Lenders’ indemnity to the
                                            Security Agent) shall survive the termination or discharge of this Agreement or the resignation
                                            or removal of any Agent or the Security Agent.



 


		17.	Mitigation
                                            by the Lenders



 


		17.1	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 ‎‎9.1 (Illegality),
                                            Clause ‎‎14 (Tax gross-up and indemnities) or Clause ‎‎15 (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.



 


		17.2	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 ‎‎17.1
                                            (Mitigation).



 


		(b)	A
                                            Finance Party is not obliged to take any steps under Clause ‎‎17.1 (Mitigation)
                                            if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial
                                            to it.



 






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		18.	Costs
                                            and expenses



 


		18.1	Transaction
                                            expenses



 


The Company shall within five Business
Days of written demand, pay the Facility Agent, the Security Agent, each Swingline Agent and Arranger the amount of all costs and expenses
(including legal fees) reasonably incurred by any of them (and, in the case of the Security Agent, by any Receiver or Delegate) in connection
with the negotiation, preparation, printing, execution and syndication of:


 


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



 


		(b)	any
                                            other Finance Documents executed after 1 July 2020.



 


		18.2	Amendment
                                            costs



 


If:


 


		(a)	an
                                            Obligor requests an amendment, waiver or consent; or



 


		(b)	an
                                            amendment is required pursuant to Clause ‎‎33.10 (Change of currency),



 


the Company shall, within five Business
Days of written demand (accompanied by a breakdown showing in reasonable detail the relevant costs and expenses), reimburse the Facility
Agent, the Swingline Agents and the Security Agent for the amount of all costs and expenses (including legal fees) reasonably incurred
and properly documented by the relevant Agent or the Security Agent (and, in the case of the Security Agent, by any Receiver or Delegate)
in responding to, evaluating, negotiating or complying with that request or requirement.


 


		18.3	Enforcement
                                            and preservation costs



 


The Company shall, within five Business
Days of written demand, pay to each Secured Party the amount of all costs and expenses (including legal fees) properly incurred by that
Secured Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document or the Transaction
Security and with any proceedings instituted by or against that Secured Party as a consequence of it entering into a Finance Document
or taking or holding the Transaction Security, or enforcing those rights.


 


		18.4	Security
                                            Agent expenses



 


The Company shall, within five Business
Days of demand (accompanied by a breakdown showing in reasonable detail the relevant costs and expenses), pay the Security Agent the
amount of all costs and expenses (including legal fees) reasonably incurred by it and properly documented in connection with the administration
or release of any Security created pursuant to any Security Document.


 


		18.5	Security
                                            Agent’s management time



 


		(i)	Any
                                            amount payable to the Security Agent under Clause 28.13 (Lenders' indemnity to the Security
                                            Agent), Clause 13.4 (Security Agency fee) or Clause 16.4 (Indemnity to the
                                            Security Agent) shall include the cost of utilising the Security Agent's management time
                                            or other resources and will be calculated on the basis of such reasonable daily or hourly
                                            rates as the Security Agent may notify to the Borrower and the Lenders, and is in addition
                                            to any other fee paid or payable to the Security Agent.



 






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		(ii)	Without
                                            prejudice to paragraph (a) above, in the event of:



 


		(i)	an
                                            Event of Default; or



 


		(ii)	the
                                            Security Agent being requested by the Borrower or the Facility Agent to undertake duties
                                            which the Security Agent and the Borrower agree to be of an exceptional nature or outside
                                            the scope of the duties of the Security Agent under the Finance Documents; or



 


		(iii)	the
                                            Security Agent and the Borrower agreeing that it is otherwise appropriate in the circumstances,



 


the
Borrower shall pay to the Security Agent any additional remuneration (together with any applicable VAT) that may be agreed between them
or determined pursuant to paragraph 0 below, it being understood that any such additional remuneration shall be calculated by
reference to the reasonable daily or hourly rates of the Security Agent’s management personnel and the time expended by (or reasonably
expected to be expended by) such management personnel on the applicable matters; provided that, in relation to paragraphs (ii) and (iii)
above only, the provisions of paragraph 0 below shall apply only if (X) the Security Agent has used reasonable efforts to consult with
and reach agreement with the Borrower as provided in paragraph (ii) or (iii) above, as applicable, and no such agreement has been reached
and (Y) the duties which are the subject of such agreement are required to be undertaken by the Security Agent in the interests of the
Secured Parties.


 


Subject
to the proviso set forth in paragraph (b) above, if the Security Agent and the Borrower fail to agree upon the nature of the duties
or upon the additional remuneration referred to in paragraph (b) above or whether additional remuneration is appropriate in the circumstances,
any dispute shall be determined by an investment bank (acting as an expert and not as an arbitrator) selected by the Security Agent and
approved by the Borrower or, failing approval, nominated (on the application of the Security Agent) by the President for the time being
of the Law Society of England and Wales (the costs of the nomination and of the investment bank being shared equally between the Borrower
and the Security Agent) and the determination of any investment bank shall be final and binding upon the Parties, so long as each of
the Borrower and the Security Agent have had a reasonable opportunity to present their views on the dispute to the investment bank within
a reasonable period of time prior to the issuance of its determination.


 






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SECTION
7  


 


GUARANTEE


 


		19.	Guarantee
                                            and indemnity



 


		19.1	Guarantee
                                            and indemnity



 


The Guarantor irrevocably and unconditionally:


 


		(a)	guarantees,
                                            as primary obligor and not merely as surety, to each Finance Party punctual performance by
                                            the Company of its obligations to pay scheduled interest and fees under the Finance Documents;



 


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



 


		(c)	agrees
                                            with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable,
                                            invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance
                                            Party immediately on demand against any cost, loss or liability it incurs as a result of
                                            the Company 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 the Guarantor under this indemnity will not exceed the
                                            amount it would have had to pay under this Clause ‎‎19 if the amount claimed had
                                            been recoverable on the basis of a guarantee.



 


		19.2	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 or any increase of the Commitments, and this guarantee constitutes a guarantee of payment and not of
collection.


 


		19.3	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 the Guarantor
under this Clause ‎‎19 will continue or be reinstated as if the discharge, release or arrangement had not occurred.


 


		19.4	Waiver
                                            of defences



 


The
obligations of the Guarantor under this Clause ‎‎19 will not be affected by an act, omission, matter or thing which, but
for this Clause 19.4, would reduce, release or prejudice any of its obligations under this Clause ‎‎19 (without limitation and
whether or not known to it or any Finance Party), including:


 


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



 


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



 






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



 


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



 


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



 


		19.5	Immediate
                                            recourse



 


The
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 the Guarantor under this Clause ‎‎19.
This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.


 


		19.6	Appropriations



 


Until all amounts which may be or become
payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or
any trustee or agent on its behalf) may:


 


		(a)	refrain
                                            from applying or enforcing any other moneys, security or rights held or received by that
                                            Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply
                                            and enforce the same in such manner and order as it sees fit (whether against those amounts
                                            or otherwise) and the Guarantor shall not be entitled to the benefit of the same; and



 


		(b)	hold
                                            in an interest-bearing suspense account any moneys received from the Guarantor or on account
                                            of the Guarantor's liability under this Clause ‎‎19.



 


		19.7	Deferral
                                            of Guarantor's rights



 


Until
all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid
in full and unless the Facility Agent (or, as the case may be, the Security Agent) otherwise directs, the Guarantor will not 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 ‎‎19:


 


		(a)	to
                                            be indemnified by the Company;



 


		(b)	to
                                            claim any contribution from any other guarantor of any of the Company's obligations under
                                            the Finance Documents;



 


		(c)	to
                                            take the benefit (in whole or in part and whether by way of subrogation or otherwise) of
                                            any rights of the Finance Parties under the Finance Documents or of any other guarantee or
                                            security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;



 






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		(d)	to
                                            bring legal or other proceedings for an order requiring the Company to make any payment,
                                            or perform any obligation, in respect of which the Guarantor has given a guarantee, undertaking
                                            or indemnity under Clause ‎‎19.1 (Guarantee and indemnity);



 


		(e)	to
                                            exercise any right of set-off against the Company; and/or



 


		(f)	to
                                            claim or prove as a creditor of the Company in competition with any Finance Party.



 


If
the Guarantor receives any benefit, payment or distribution in relation to such rights, it shall hold that benefit, payment or distribution
to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection
with the Finance Documents to be repaid in full on trust for the Finance Parties and shall promptly pay or transfer the same to the Facility
Agent or as the Facility Agent may direct for application in accordance with Clause ‎‎33 (Payment mechanics).


 


		19.8	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.


 


		19.9	Scope
                                            of recourse



 


		(a)	Notwithstanding
                                            anything in the Finance Documents (other than paragraph (c) below), each Finance Party acknowledges
                                            and agrees that recourse against the Guarantor under the Finance Documents is limited to
                                            an amount equal to scheduled interest and fees under the Finance Documents (the "Recourse
                                            Amount").



 


		(b)	No
                                            Finance Party shall have any claim or recourse against the Guarantor in respect of any of
                                            the Guarantor’s obligations under any Finance Document which is or remains unsatisfied
                                            after the irrevocable payment in full by the Guarantor of the Recourse Amount.



 


		(c)	Notwithstanding
                                            paragraphs (a) and (b) above, 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, Clause
                                            19.7 (Deferral of Guarantor’s rights) shall continue to apply to the Guarantor.



 









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SECTION
8  


 


REPRESENTATIONS,
UNDERTAKINGS AND EVENTS OF DEFAULT


 


		20.	Representations
                                            of the Company



 


The
Company makes the representations and warranties set out in this Clause ‎‎20 to each Finance Party on 1 July 2020.


 


		20.1	Status



 


		(a)	It
                                            is a corporation, duly incorporated and validly existing under the law of its jurisdiction
                                            of incorporation.



 


		(b)	It
                                            is recognised and supervised as a Qualifying Central Counterparty by the DNB and the AFM
                                            under EMIR and the Dutch Financial Supervision Act.



 


		(c)	It,
                                            and each other member of the Group, has the power to own its assets and carry on its business
                                            as it is being conducted, except to the extent that failure to have such power could not
                                            reasonably be expected to have a Material Adverse Effect.



 


		20.2	Binding
                                            obligations



 


Subject to the Legal Reservations, the
obligations expressed to be assumed by it in each Finance Document to which it is a party are legal, valid, binding and enforceable.


 


		20.3	Non-conflict
                                            with other obligations



 


The entry into and performance by it
of, and the transactions contemplated by, the Finance Documents and the granting of the Transaction Security do not and will not conflict
with:


 


		(a)	any
                                            law or regulation applicable to it;



 


		(b)	any
                                            Regulatory Authorisation;



 


		(c)	its,
                                            or any of its Subsidiaries', constitutional documents;



 


		(d)	the
                                            Rules, any Clearing Participant Agreement or any Link Agreement; or



 


		(e)	any
                                            agreement or instrument binding upon it or any of its Subsidiaries or any of its or any of
                                            its Subsidiaries' assets except to the extent that such conflict would not reasonably be
                                            expected to have a Material Adverse Effect,



 


nor (except as provided in any Security
Document) result in the existence of, or oblige it to create, any Security over any of its assets.


 


		20.4	Power
                                            and authority



 


It has the power to enter into, perform
and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which
it is a party and the transactions contemplated by those Finance Documents.


 


		20.5	Validity
                                            and admissibility in evidence



 


Subject to the Legal Reservations
and, in the case of the Security Documents, the Perfection Requirements, all Authorisations required:


 


		(a)	to
                                            enable it lawfully to enter into, exercise its rights and comply with its obligations under
                                            the Finance Documents to which it is a party;



 






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		(b)	to
                                            make the Finance Documents to which it is a party admissible in evidence in its Relevant
                                            Jurisdiction (excluding for the purpose of this provision, limb (c) of the definition of
                                            "Relevant Jurisdiction"); and



 


		(c)	to
                                            enable it to create the Security to be created by it pursuant to any Security Document and
                                            to ensure that such Security has the priority and ranking it is expressed to have,



 


have
been obtained or effected and are in full force and effect.


 


		20.6	Governing
                                            law and enforcement



 


		(a)	The
                                            choice of governing law of the Finance Documents will be recognised and enforced in its Relevant
                                            Jurisdiction (excluding for the purpose of this provision, limb (c) of the definition of
                                            Relevant Jurisdiction) subject to the Legal Reservations.



 


		(b)	Any
                                            judgment obtained in relation to a Finance Document in the jurisdiction of the governing
                                            law of that Finance Document will be recognised and enforced in its Relevant Jurisdiction
                                            (excluding for the purpose of this provision, limb (c) of the definition of Relevant Jurisdiction)
                                            subject to the Legal Reservations.



 


		20.7	Deduction
                                            of Tax



 


It
is not required under the laws of its jurisdiction of incorporation or any jurisdiction through which it makes any payment under or in
connection with this Agreement to make any Tax Deduction (as defined in Clause 14.1 (Definitions)) from any payment it
may make to a Qualifying Lender under any Finance Document.


 


		20.8	No
                                            filing or stamp taxes



 


		(a)	Under
                                            the law of its Relevant Jurisdiction (excluding for the purpose of this provision, limb (c)
                                            of the definition of Relevant Jurisdiction), it is not necessary that the Finance Documents
                                            be filed, recorded or enrolled with any court or other authority in that jurisdiction or
                                            that any stamp, registration or similar tax be paid on or in relation to the Finance Documents
                                            or the transactions contemplated by the Finance Documents which has not been paid except
                                            to the extent referred to in paragraph (b) below.



 


		(b)	To
                                            the extent that registration of the particulars of:



 


		(i)	the
                                            Irish law governed Original Security Agreement or Supplemental Security Agreement is required
                                            at the Companies Registration Office in Ireland in accordance with the Irish Companies Act
                                            2014 (as amended); and



 


		(ii)	the
                                            English law governed Original Security Agreement or Supplemental Security Agreement is required
                                            at Companies House in England and Wales,



 


any registrations,
filings, taxes and fees associated with such registration will be made and paid promptly after the date of the relevant Finance Document
and in any event prior to the time required to be made and paid if the Finance Document is to remain valid or if interest or penalties
are to be avoided with respect to the registration, filing, taxes or fees.


 


		20.9	No
                                            default



 


		(a)	No
                                            Default is continuing or might reasonably be expected to result from the making of any Utilisation.



 


		(b)	No
                                            other event or circumstance is outstanding which constitutes a default under any other agreement
                                            or instrument which is binding on it or any of its Subsidiaries or to which its (or any of
                                            its Subsidiaries') assets are subject which has or could reasonably be expected to have a
                                            Material Adverse Effect.



 






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		21.10	No
                                            misleading information



 


		(a)	Any
                                            factual information provided by any member of the Group for the purposes of the Information
                                            Memorandum was true and accurate in all material respects as at the date it was provided
                                            or as at the date (if any) at which it is stated.



 


		(b)	Any
                                            factual information in writing and any other material factual information provided on or
                                            before 1 July 2020 by or on behalf of any member of the Group in connection with the Facilities,
                                            including for the purposes of the Information Memorandum (the "Information")
                                            was, taken as a whole, true and accurate in all material respects as at the date it was provided
                                            or as at the date (if any) at which it is stated.



 


		(c)	The
                                            financial projections contained in the Information Memorandum have been prepared on the basis
                                            of recent historical information and on the basis of reasonable assumptions.



 


		(d)	Nothing
                                            has occurred or been omitted from the Information Memorandum and no information has been
                                            given or withheld that results in the information contained in the Information Memorandum
                                            or the Information (taken as a whole) being untrue or misleading in any material respect
                                            on 1 July 2020.



 


		(e)	All
                                            information provided by or on behalf of any member of the Group to any Secured Party under
                                            or in connection with the Finance Documents or the Facilities after 1 July 2020 was true,
                                            complete and accurate in all material respects as at the date it was provided or as at the
                                            date (if any) at which it was stated and is not misleading in any material respect.



 


		20.11	Financial
                                            statements



 


		(a)	Its
                                            Original Financial Statements were prepared in accordance with GAAP consistently applied.



 


		(b)	Its
                                            Original Financial Statements fairly present its consolidated financial condition as at the
                                            end of the relevant financial year and its results of operations as at the end of and for
                                            the relevant financial year.



 


		(c)	There
                                            has been no material adverse change in the business, financial condition, operations, performance
                                            or assets of the Company and its Subsidiaries (taken as a whole) since 31 December 2020,
                                            provided that, when determining whether any event or circumstance has or can reasonably be
                                            foreseen as being likely to have a material adverse effect or result in a material adverse
                                            change for the purposes of this paragraph (c), no regard shall be given to:



 


		(i)	any
                                            event or circumstances disclosed in the Company's Original Financial Statements or the Information
                                            Memorandum; or



 


		(ii)	the
                                            business, financial condition, operations, performance or assets of:



 


		(A)	any
                                            Clearing Participant;



 


		(B)	any
                                            Co-operating Clearing House;



 


		(C)	any
                                            issuer of any securities processed through the Clearing System of the Company; or



 


		(D)	the
                                            Custodians or the Collateral Monitor,



 


(except, in each case,
to the extent such event or circumstances directly affect the Company's ability to carry on its operations as a central counterparty
in accordance with the Rules).


 






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		20.12	Pari
                                            passu ranking



 


Without
limiting Clause 20.13 (Collateral), its payment obligations under the Finance Documents to which it is a party rank at
least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred
by law applying to companies generally.


 


		20.13	Collateral



 


		(a)	All
                                            cash and other securities taken into account for the purpose of calculating the Collateral
                                            Value at any time were at the time of calculation Eligible Collateral subject to the Security
                                            created pursuant to the Security Documents, in each case, in accordance with the Finance
                                            Documents.



 


		(b)	Subject
                                            to the Perfection Requirements, each Security Document creates (or, once entered into, will
                                            create) in favour of the Security Agent for the benefit of the Secured Parties the Transaction
                                            Security which it is expressed to create with the ranking and priority it is expressed to
                                            have.



 


		(c)	The
                                            Company:



 


		(i)	has
                                            good and marketable title to and is the full beneficial owner of all Eligible Collateral
                                            which is included (or intended to be included but for a defect in the Transaction Security)
                                            in the Collateral, or has full right and authority to create Security over that Eligible
                                            Collateral in favour of the Security Agent under and in accordance with each Security Document,
                                            free of all right, title and interest of any Clearing Participant, any Co-operating Clearing
                                            House or any other person; and



 


		(ii)	has
                                            not sold, transferred, lent, assigned, parted with its interest in or disposed of, granted
                                            any option in respect of or otherwise dealt with any of its rights, title and interest in
                                            and to the Security Assets, or agreed to do any of the foregoing (other than in accordance
                                            with or pursuant to the Finance Documents).



 


		(d)	The
                                            Eligible Collateral which is included (or intended to be included but for a defect in the
                                            Transaction Security) in the Collateral:



 


		(i)	is
                                            subject to the Security created or intended to be created under the Security Documents;



 


		(ii)	is
                                            free from all Security except any Security permitted by, and in accordance with, paragraph
                                            (d) of Clause 23.3 (Negative pledge);



 


		(iii)	is
                                            free from any right of redemption or adverse claims which might be asserted by the Company,
                                            any other member of the Group, the Guarantor, any Clearing Participant, any Co-operating
                                            Clearing House or any other person (other than the Company's rights upon cancellation of,
                                            and repayment and discharge in full of all amounts owing under, the Finance Documents); and



 


		(iv)	is
                                            either cash or freely transferable on an exchange or market in which securities supported
                                            by the Company are traded.



 


		(e)	The
                                            inclusion of any Eligible Collateral which is included (or intended to be included but for
                                            a defect in the Transaction Security) in the Collateral does not and will not infringe the
                                            Rules, any Clearing Participant Agreement, any Link Agreement, any law, regulation or Regulatory
                                            Authorisation, its constitutional documents or any other agreement binding upon it or any
                                            of its assets or result in the existence of or oblige it to create any security over any
                                            of its assets.



 






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		(f)	The
                                            Company is and will at all times be the sole, absolute, legal and beneficial owner of its
                                            rights against the Custodians under the Custody Agreement which remains in full force and
                                            effect without amendment, supplement or variation. With respect to the Custody Agreement,
                                            there has not been:



 


		(i)	a
                                            breach or default which has occurred or is continuing and which is material to this Agreement;



 


		(ii)	a
                                            right for any party other than the Company to rescind, cancel or terminate as a result of
                                            a breach or default; or



 


		(iii)	a
                                            claim made by the Company or any other party under or in connection with the Custody Agreement.



 


		20.14	No
                                            proceedings



 


		(a)	No
                                            litigation, arbitration or administrative proceedings of or before any court, arbitral body
                                            or agency or any regulatory enforcement actions, investigations or disciplinary actions which
                                            are reasonably likely to be adversely determined and, if adversely determined, would or could
                                            reasonably be expected to have a Material Adverse Effect have (to the best of its knowledge
                                            and belief) been started or threatened against it or any of its Subsidiaries, or (in respect
                                            of any anti-bribery, anti-corruption or anti-money laundering laws or regulations) any of
                                            their respective directors, officers, agents or employees.



 


		(b)	No
                                            judgment or order of a court, arbitral body or agency which would or could reasonably be
                                            expected to have a Material Adverse Effect has (to the best of its knowledge and belief)
                                            been made against it or any of its Subsidiaries.



 


		(c)	No
                                            material disputes or grievances with any Clearing Participant in its capacity as a Clearing
                                            Participant have been started or (to the best of its knowledge and belief) threatened against
                                            it or any other member of the Group, which will or would or could reasonably be expected
                                            to have a Material Adverse Effect.



 


		20.15	Authorisations
                                            and law



 


		(a)	All
                                            Regulatory Authorisations have been obtained and are in full force and effect.



 


		(b)	It
                                            and each other member of the Group is in compliance, in all material respects, with:



 


		(i)	all
                                            applicable laws, regulations and Regulatory Authorisations to which it is subject; and



 


		(ii)	the
                                            Rules and the Clearing Participant Agreements.



 


		20.16	Clearing
                                            Participant Agreements



 


		(a)	Each
                                            of the Clearing Participants is party to a signed Clearing Participant Agreement substantially
                                            in the agreed form.



 


		(b)	The
                                            obligations expressed to be assumed by the Company and the relevant Clearing Participant
                                            under the Clearing Participant Agreement between them are (to the best of the Company's knowledge,
                                            after making all due and careful enquiries) legal, valid, binding and enforceable.



 


		(c)	No
                                            Clearing Participant Agreement conflicts with the terms of any Finance Document in any material
                                            respect.



 






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		20.17	The
                                            Rules



 


The Rules:


 


		(a)	are
                                            in full force and effect;



 


		(b)	are
                                            legally binding and enforceable against the Clearing Participants subject to the Legal Reservations;
                                            and



 


		(c)	comply,
                                            and do not breach or conflict with any law, regulation or Regulatory Authorisation applicable
                                            to it.



 


The expression "enforceable"
means that the obligations of a Clearing Participant under a Clearing Participant Agreement or the Rules are of a type which Dutch courts
enforce. It does not mean that they will necessarily be enforced in all circumstances in accordance with their terms.


 


		20.18	Subsidiaries



 


The Company has no direct or indirect
Subsidiaries.


 


		20.19	Properties



 


		(a)	The
                                            Company and each other member of the Group has good title to, or valid leasehold interests
                                            in, all its real and personal property required to conduct its business as currently conducted
                                            where failure to do so would or could reasonably be expected to have a Material Adverse Effect.



 


		(b)	The
                                            Company, each other member of the Group owns, or is licensed to use, all trademarks, tradenames,
                                            copyrights, patents and other intellectual property required to conduct its business as currently
                                            conducted where failure to do so would or could reasonably be expected to have a Material
                                            Adverse Effect.



 


		20.20	Computer
                                            systems



 


The computer and management information
systems of the Company and each other member of the Group material to the conduct of its business are and, with ordinary course upgrading
and maintenance, are expected for the term of this Agreement to be sufficient to permit the Company and each other member of the Group
to conduct their respective business without any Material Adverse Effect.


 


		20.21	Taxes



 


The Company and each other member of
the Group has filed all tax returns required to have been filed and has paid all taxes required to be paid by it except to the extent
that failure to do so would not and could not reasonably be expected to have a Material Adverse Effect.


 


		20.22	Sanctions
                                            and anti-corruption



 


		(a)	No
                                            member of the Group nor, to the knowledge of the Company, any of their respective directors,
                                            officers, agents or employees, have engaged in any activity or conduct which would violate
                                            any anti-bribery, anti-corruption or anti-money laundering laws or regulations applicable
                                            to it (other than Sanctions) in any applicable jurisdiction and each member of the Group
                                            has instituted and maintained policies and procedures designed to promote and achieve compliance
                                            with such laws.



 


		(b)	No
                                            member of the Group nor, to the knowledge of the Company, any of their respective directors,
                                            officers, agents or employees is engaged in any transaction, activity or conduct that results
                                            in it or them being:



 


		(i)	in
                                            breach of Sanctions; or



 


		(ii)	a
                                            Sanctions Restricted Person.



 


		(c)	The
                                            Company has implemented and maintains policies and procedures reasonably designed to ensure
                                            compliance by the Company and each other member of the Group with Sanctions.



 






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		20.23	Margin
                                            regulations



 


Neither the making of any Utilisation
or Loan nor the use of proceeds of any Utilisation or Loan will violate the provisions of Regulations T, U or X.


 


		20.24	Repetition



 


		(a)	The
                                            Company Repeating Representations are deemed to be made by the Company by reference to the
                                            facts and circumstances then existing on the date of each Utilisation Request and the first
                                            day of each Interest Period.



 


		(b)	The
                                            representations set out in Clause 20.13 (Collateral) are deemed to be made by the
                                            Company by reference to the facts and circumstances then existing on each date on which there
                                            is an Outstanding Facility Amount.



 


		21.	Representations
                                            of the Guarantor



 


The
Guarantor makes the representations and warranties set out in this Clause 21 to each Finance Party on 1 July 2020.


 


		21.1	Status



 


		(a)	It
                                            is a corporation, duly incorporated and validly existing under the law of its jurisdiction
                                            of incorporation.



 


		(b)	It
                                            has the power to own its assets and carry on its business as it is being conducted except
                                            to the extent that failure to have such power could not reasonably be expected to have a
                                            Guarantor Material Adverse Effect.



 


		21.2	Binding
                                            obligations



 


Subject to the Legal Reservations, the
obligations expressed to be assumed by it in each Finance Document to which it is a party are legal, valid, binding and enforceable.


 


		21.3	Non-conflict
                                            with other obligations



 


The entry into and performance by
it of, and the transactions contemplated by, the Finance Documents do not and will not conflict with:


 


		(a)	any
                                            law or regulation applicable to it;



 


		(b)	its
                                            constitutional documents; or



 


		(c)	any
                                            agreement or instrument binding upon it or any of its assets,



 


except
in each case referred to in limb (a) or (c), to the extent that such conflict, individually or in the aggregate, would not reasonably
be expected to have a Guarantor Material Adverse Effect.


 


		21.4	Power
                                            and authority



 


It has the power to enter into, perform
and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which
it is a party and the transactions contemplated by those Finance Documents.


 






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		21.5	Validity
                                            and admissibility in evidence



 


All Authorisations required:


 


		(a)	to
                                            enable it lawfully to enter into, exercise its rights and comply with its obligations under
                                            the Finance Documents to which it is a party; and



 


		(b)	to
                                            make the Finance Documents to which it is a party admissible in evidence in its Relevant
                                            Jurisdiction (excluding, for the purpose of this provision, limb ‎(c) of the definition
                                            of "Relevant Jurisdiction"),



 


have been obtained or effected and
are in full force and effect.


 


		21.6	Governing
                                            law and enforcement



 


		(a)	The
                                            choice of governing law of the Finance Documents will be recognised and enforced in its Relevant
                                            Jurisdiction (excluding, for the purpose of this provision, limb ‎(c) of the definition
                                            of "Relevant Jurisdiction") subject to the Legal Reservations.



 


		(b)	Any
                                            judgment obtained in relation to a Finance Document in the jurisdiction of the governing
                                            law of that Finance Document will be recognised and enforced in its Relevant Jurisdiction
                                            (excluding, for the purpose of this provision, limb ‎(c) of the definition of "Relevant
                                            Jurisdiction") subject to the Legal Reservations.



 


		21.7	No
                                            filing or stamp taxes



 


Under the law of its jurisdiction of
incorporation it is not necessary to ensure the legality, validity, enforceability or admissibility into evidence in such jurisdiction
that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration
or similar tax be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents which has
not been paid (except any such tax payable on or in reference to or in consequence of the transfer of the whole or any part of the rights
of a Finance Party under a Finance Document).


 


		21.8	No
                                            Default



 


		(a)	No
                                            Event of Default which relates to the Guarantor is continuing or would result from the making
                                            of any Utilisation.



 


		(b)	No
                                            other event or circumstance is outstanding which constitutes a default under any other agreement
                                            or instrument which is binding on it or to which its assets are subject which has or could
                                            reasonably be expected to have a Guarantor Material Adverse Effect.



 


		21.9	No
                                            misleading information



 


		(a)	Any
                                            factual information provided by the Guarantor for the purposes of the Information Memorandum
                                            was true and accurate in all material respects (in light of the circumstances in which such
                                            information was provided) as at the date it was provided or as at the date (if any) at which
                                            it is stated.



 


		(b)	Any
                                            factual information provided in writing on or before 1 July 2020 by the Guarantor to any
                                            Secured Party in connection with the Facilities for the purposes of the Information Memorandum
                                            (the "Information") was, taken as a whole, true and accurate in all material
                                            respects (in light of the circumstances in which such Information was provided) as at the
                                            date it was provided or as at the date (if any) at which it is stated.



 


		(c)	Nothing
                                            concerning the Guarantor has occurred or been omitted from the Information Memorandum and
                                            no information has been given or withheld that results in the information provided by the
                                            Guarantor and contained in the Information Memorandum or the Information (taken as a whole)
                                            being untrue or misleading in any material respect (in light of the circumstances in which
                                            such information was provided) as at 1 July 2020.



 






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	21.10	Financial statements






 


		(a)	Its
                                            Original Financial Statements were prepared in accordance with GAAP consistently applied
                                            except as otherwise expressly noted therein.



 


		(b)	Its
                                            Original Financial Statements fairly present its financial condition as at the end of the
                                            relevant financial year and its results of operations as at the end of and for the relevant
                                            financial year.



 


		21.11	Pari
                                            passu ranking



 


Its payment obligations under the Finance
Documents to which it is a party rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors,
except for obligations mandatorily preferred by applicable law.


 


	21.12	U.S. regulation






 


Neither it nor any of its Subsidiaries
is required to be registered as an "investment company" within the meaning of the United States Investment Company Act of 1940
(15 USC. §§ 80a-1 et seq.).


 


		21.13	Solvency



 


The Guarantor is not insolvent or unable
to pay its debts (including subordinated and contingent debts), nor, in any such case, will it become so in consequence of entering into
any Finance Document to which it is expressed to be a party, and/or performing a transaction contemplated by any Finance Document to
which it is a party.


 


		21.14	Sanctions
                                            and anti-corruption



 


		(a)	No
                                            member of the Cboe Group nor, to the knowledge of the Guarantor, any of their respective
                                            directors, officers, agents or employees, have engaged in any activity or conduct which would
                                            violate any anti-bribery, anti-corruption or anti-money laundering laws or regulations applicable
                                            to it (other than Sanctions) in any applicable jurisdiction and each member of the Cboe Group
                                            has instituted and maintained policies and procedures designed to promote and achieve compliance
                                            with such laws.



 


		(b)	No
                                            member of the Cboe Group nor, to the knowledge of the Guarantor, any of their respective
                                            directors, officers, agents or employees is engaged in any transaction, activity or conduct
                                            that results in it or them being:



 


		(i)	in
                                            breach of Sanctions; or



 


		(ii)	a
                                            Sanctions Restricted Person.



 


		(c)	The
                                            Guarantor has implemented and maintains policies and procedures reasonably designed to ensure
                                            compliance by the Guarantor and each other member of the Cboe Group with Sanctions.



 





	21.15	Repetition



 





The Guarantor Repeating Representations
are deemed to be made by the Guarantor by reference to the facts and circumstances then existing on the date of each Utilisation Request
and the first day of each Interest Period.


 






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	22.	Information undertakings






 


The
undertakings in this Clause 22 remain in force from 1 July 2020 for so long as any amount is outstanding under the Finance Documents
or any Commitment is in force.


 


	22.1	Financial statements






 


		(a)	The
                                            Company shall supply to the Facility Agent in sufficient copies for all the Lenders:



 


		(i)	as
                                            soon as the same becomes available, but in any event within 180 days after the end of each
                                            of the Company’s financial years:



 


		(A)	the
                                            audited consolidated financial statements of the Company for that financial year; and



 


		(B)	the
                                            audited financial statements of the Guarantor for that financial year;



 


		(ii)	as
                                            soon as the same become available, but in any event within 90 days after the end of each
                                            of the Company’s financial half-year ending on 30 June, the consolidated financial
                                            statements of the Company for that financial half year; and



 


		(iii)	as
                                            soon as the same becomes available, but in any event within 45 days after the end of each
                                            Financial Quarter commencing on 1 January and 1 July in each Financial Year:



 


		(A)	its
                                            consolidated financial statements for that Financial Quarter; and



 


		(B)	the
                                            financial statements of the Guarantor for each Financial Quarter, as filed with the United
                                            States Securities and Exchange Commission.



 


		(b)	Each
                                            set of quarterly financial statements delivered pursuant to paragraph (a)(iii) above shall
                                            include:



 


		(i)	a
                                            consolidated cash flow statement and profit and loss account for the relevant Financial Quarter
                                            and for the financial year to date; and



 


		(ii)	a
                                            consolidated balance sheet as at the end of the relevant Financial Quarter.



 


		(c)	Provided
                                            in each case that the relevant financial statements meet the requirements stipulated in paragraphs
                                            ‎(a) and ‎(b)
                                            above, such financial statements shall be deemed to have been delivered by the Company or
                                            the Guarantor (as the case may be) if such financial statements are delivered electronically
                                            in accordance with Clause ‎34.6
                                            (Electronic communication) or otherwise posted on EDGAR of the U.S. Securities and
                                            Exchange Commission.



 


		(d)	Other
                                            than in the event the financial statements of the Guarantor in respect of the Financial Quarter
                                            commencing on 1 October in each Financial Year (the “Fourth Quarter”)
                                            are published by the Guarantor separately from its audited financial statements for that
                                            full financial year and filed with the U.S. Securities and Exchange Commission, the Company
                                            shall not be required to supply the financial statements of the Guarantor for the Fourth
                                            Quarter.



 


	22.2	Compliance Certificate






 


		(a)	The
                                            Company shall supply to the Facility Agent, with each set of financial statements delivered
                                            pursuant to paragraphs (a)(i)(A), (ii) and (iii)(A) of Clause ‎‎22.1 (Financial
                                            statements), a Compliance Certificate setting out (in reasonable detail) computations
                                            as to compliance with Clause 23.17 (Minimum liquidity requirement) and Clause 23.18
                                            (Tangible Net Worth and Guarantor Net Worth) as at the date as at which those financial
                                            statements were drawn up.



 






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		(b)	Each
                                            Compliance Certificate shall be signed by either the chief executive officer, the chief operating
                                            officer, the chief financial officer, the treasurer or the assistant treasurer of the Company.



 


	22.3	Requirements as to financial statements






 


		(a)	Each
                                            set of financial statements delivered by the Company pursuant to Clause ‎‎22.1
                                            (Financial statements) shall be certified by either the chief executive officer, the
                                            chief operating officer, the chief financial officer, the treasurer or the assistant treasurer
                                            of the Company as fairly presenting its (or, as the case may be, its consolidated) financial
                                            condition as at the end of and for the period in relation to which those financial statements
                                            were drawn up.



 


		(b)	The
                                            Company shall procure that each set of financial statements delivered pursuant to Clause
                                            ‎‎22.1 (Financial
                                            statements) is prepared using GAAP, accounting practices and financial reference periods
                                            consistent with those applied in the preparation of the Original Financial Statements for
                                            the Company unless, in relation to any set of financial statements, it notifies the Facility
                                            Agent that there has been a change in GAAP, the accounting practices or reference periods.



 


	22.4	Collateral Report






 


On
each day on which there is an Outstanding Facility Amount, the Company shall deliver (or shall ensure that the Collateral Monitor delivers)
to the Facility Agent and the Security Agent (and, if applicable, the relevant Swingline Agent) a Collateral Report in accordance with
paragraph 8 (Collateral Reports) of Part I of Schedule 6 (Borrowing Base).


 


	22.5	Information: miscellaneous






 


The Company shall supply to the Facility
Agent (in sufficient copies for all the Lenders, if the Facility Agent so requests):


 


		(a)	all
                                            documents despatched by the Company to:



 


		(i)	its
                                            creditors generally;



 


		(ii)	its
                                            Clearing Participants generally (including any notices of changes to the Rules); and



 


		(iii)	any
                                            notices, reports or other communications (or an appropriate summary of them) to or from the
                                            DNB and/or the AFM which are material for the purposes of Clause 20.1 (Status), 23.17
                                            (Minimum liquidity requirement) or 23.18 (Tangible Net Worth and Guarantor Net
                                            Worth),



 


provided
that, in each case, the Company may satisfy its obligation to deliver any information under this Clause 22.5 by posting that information
to its website (euroccp.com);


 


		(b)	promptly
                                            upon becoming aware of them, the details of any material litigation, arbitration, regulatory
                                            or administrative actions, investigations or proceedings or any challenge to the enforceability
                                            or perfection of any Security or Collateral which are current, threatened or pending against
                                            any member of the Group, and which are reasonably likely to be adversely determined and which,
                                            if adversely determined, would or could reasonably be expected to have a Material Adverse
                                            Effect;



 


		(c)	promptly
                                            upon becoming aware of them, the details of any judgment or order of a court, arbitral body
                                            or agency which is made against any member of the Group, and which are reasonably likely
                                            to be adversely determined and which, if adversely determined, would or could reasonably
                                            be expected to have a Material Adverse Effect;



 






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		(d)	promptly,
                                            such other information regarding the financial condition, business and operations of any
                                            member of the Group as any Finance Party (through the Facility Agent) may reasonably request;
                                            and



 


		(e)	promptly
                                            upon becoming aware of them, the details of any event which has or could reasonably be foreseen
                                            as likely to have a Material Adverse Effect provided that, when determining whether any event
                                            or circumstance has or could reasonably be expected to have a Material Adverse Effect, no
                                            regard shall be given to:



 


		(i)	any
                                            event or circumstance disclosed in the Information Memorandum or any financial statements
                                            delivered to the Facility Agent under or in connection with this Agreement; or



 


		(ii)	the
                                            business, financial condition, operations, performance or assets of:



 


		(A)	any
                                            Clearing Participant;



 


		(B)	any
                                            Co-operating Clearing House;



 


		(C)	any
                                            issuer of any security processed through the Clearing System of the Company; or



 


		(D)	the
                                            Custodians and/or the Collateral Monitor,



 


except to the extent
such event or circumstance directly affects the Company's ability to carry on its operations as a central counterparty in accordance
with the Rules.


 





	22.6	Notification of default



 







		(a)	The
                                            Company shall notify the Facility Agent of any Default (and the steps, if any, being taken
                                            to remedy it) promptly upon becoming aware of its occurrence.



 


		(b)	Promptly
                                            upon a request by the Facility Agent, the Company shall supply to the Facility Agent a certificate
                                            signed by the chief executive officer, the chief operating officer, the chief financial officer,
                                            the treasurer or the assistant treasurer of the Company certifying that no Default is continuing
                                            (or, if a Default is continuing, specifying the Default and the steps, if any, being taken
                                            to remedy it).



 





	22.7	Use of websites



 


		(a)	Subject
                                            to the provisions of paragraph (a) of Clause 22.5 (Information: miscellaneous), 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
                                            Facility Agent (the "Designated Website") if:



 


		(i)	the
                                            Facility 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 Facility 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 Facility Agent.



 


If any Lender (a "Paper Form Lender")
does not agree to the delivery of information electronically then the Facility Agent shall notify the Company accordingly and the Company
shall supply the information to the Facility Agent (in sufficient copies for each Paper Form Lender) in paper form. In any event the
Company shall supply the Facility Agent with at least one copy in paper form of any information required to be provided by it.


 






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		(b)	The
                                            Facility 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 Facility Agent.



 


		(c)	The
                                            Company shall promptly upon becoming aware of its occurrence notify the Facility 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 Facility Agent under paragraph (c)(i) or (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 Facility Agent and each Website Lender
is satisfied that the circumstances giving rise to the notification are no longer continuing.


 


		(d)	Any
                                            Website Lender may request, through the Facility Agent, one paper copy of any information
                                            required to be provided under this Agreement which is posted onto the Designated Website.
                                            The Company shall comply with any such request within 10 Business Days.



 


		22.8	"Know your customer" checks



 


		(a)	If:



 


		(i)	the
                                            introduction of or any change in (or in the interpretation, administration or application
                                            of) any law or regulation made after the 1 July 2020;



 


		(ii)	any
                                            change in the status of an Obligor (or of a Holding Company of an Obligor) after the 1 July
                                            2020;



 


		(iii)	a
                                            proposed assignment or transfer by a Lender of any of its rights and obligations under this
                                            Agreement to a party that is not a Lender prior to such assignment or transfer; or



 


		(iv)	any
                                            material change in the composition of the shareholders of an Obligor after 1 July 2020 (for
                                            this purpose, "material" means a change which results in any person beneficially
                                            owning in aggregate 15 per cent. or more in nominal value of that Obligor's issued share
                                            capital),



 


obliges
an Agent or any Lender (or, in the case of paragraph (iii) above, any prospective new Lender) to comply with "know your customer"
or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall
promptly upon the request of that Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably
requested by that 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 that 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"
or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.


 






    100


     


    

 


		(b)	Each
                                            Lender shall promptly upon the request of an Agent supply, or procure the supply of, such
                                            documentation and other evidence as is reasonably requested by that Agent (for itself) in
                                            order for that Agent to carry out and be satisfied it has complied with all necessary "know
                                            your customer" or other similar checks under all applicable laws and regulations pursuant
                                            to the transactions contemplated in the Finance Documents.



 


		(c)	Promptly
                                            following any request therefor, each of the Obligors shall provide information and documentation
                                            reasonably requested by the Facility Agent or any Lender for purposes of compliance with
                                            applicable "know your customer" requirements under the USA Patriot Act, the Beneficial
                                            Ownership Regulation or other applicable anti-money laundering laws.



 


	23.	Company general undertakings






 


The
undertakings in this Clause ‎‎23 remain in force from 1 July 2020 for so long as any amount is outstanding under the Finance
Documents or any Commitment is in force.


 


		23.1	Authorisations



 


		(a)	The
                                            Company shall promptly obtain, comply with and do all that is necessary to maintain in full
                                            force and effect:



 


		(i)	any
                                            Authorisation required under any applicable law or regulation to enable it to perform its
                                            obligations under the Finance Documents to which it is a party and to ensure the legality,
                                            validity, enforceability or admissibility in evidence in its jurisdiction of incorporation
                                            of any Finance Document; and



 


		(ii)	any
                                            Regulatory Authorisation.



 


		(b)	The
                                            Company shall maintain, comply with and do all that is necessary to maintain in full force
                                            and effect its status as a recognised Qualifying Central Counterparty by the DNB and the
                                            AFM under EMIR and the Dutch Financial Supervision Act.



 


	23.2	Compliance with laws






 


The Company shall comply in all respects
with all laws and regulations to which it may be subject, if failure so to comply would materially impair its ability to perform its
obligations under the Finance Documents to which it is a party.


 


	23.3	Negative pledge






 


In
this Clause 23.3, "Quasi-Security" means an arrangement or transaction described in paragraph (b) below.


 


		(a)	The
                                            Company shall not (and the Company shall ensure that no other member of the Group will) create
                                            or permit to subsist any Security over any of its assets.



 


		(b)	The
                                            Company shall not (and the Company shall ensure that no other member of the Group will):



 


		(i)	sell,
                                            transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased
                                            to or re-acquired by an Obligor or any other member of the Group;



 


		(ii)	sell,
                                            transfer or otherwise dispose of any of its receivables on recourse terms;



 






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



 


		(iv)	enter
                                            into any other preferential arrangement having a similar effect,



 


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


 


		(c)	Subject
                                            to paragraph (d) below, paragraphs (a) and (b) above do not apply to any Security or (as
                                            the case may be) Quasi-Security, listed below:



 


		(i)	the
                                            Transaction Security;



 


		(ii)	any
                                            Security, Quasi-Security or right of set-off created by the Company over deposits, collateral
                                            and/or margin (or the like) provided by it to a Co-operating Clearing House under a Link
                                            Agreement or otherwise as a result of it becoming a clearing participant in any other system
                                            for the clearance or settlement of transactions in securities and with which it establishes
                                            inter-operability arrangements;



 


		(iii)	any
                                            lien, pledge or other Security or Quasi-Security routinely imposed under the rules of a clearance
                                            or depositary system as a condition of holding or settling securities in such system;



 


		(iv)	any
                                            lien arising by operation of law and in the ordinary course of the Company's business as
                                            operator of the Clearing System;



 


		(v)	any
                                            netting or set-off arrangement entered into by the Company in the ordinary course of its
                                            banking arrangements for the purpose of netting debit and credit balances or, any Security
                                            created by the Company, to the extent required in the Netherlands in connection with cash
                                            pooling arrangements;



 


		(vi)	any
                                            netting or set-off arrangement available to a Co-operating Clearing House under a Link Agreement
                                            or to a Clearing Participant, in each case, in relation to any transaction to which the Rules
                                            relate;



 


		(vii)	any
                                            Security or Quasi-Security arising under any retention of title, hire purchase or conditional
                                            sale arrangement or arrangements having similar effect in respect of goods supplied to the
                                            Company and entered into in the ordinary course of its business;



 


		(viii)	any
                                            Security arising under clause 24 or 25 of the general banking conditions (algemene bankvoorwaarden)
                                            of any member of the Dutch Bankers' Association;



 


		(ix)	any
                                            Security or Quasi-Security arising as a consequence of any liability in respect of any lease
                                            or hire purchase contract which would, in accordance with GAAP, be treated as a balance sheet
                                            liability permitted under the Finance Documents and entered into in the ordinary course of
                                            business;



 


		(x)	any
                                            Security or Quasi-Security over or affecting any asset acquired by the Company in the normal
                                            course of business if the Security or Quasi-Security was created to secure any indebtedness
                                            incurred by the Company to finance the acquisition of that asset;



 


		(xi)	any
                                            Security or Quasi-Security securing the obligations of the Company under any Liquidity Financings
                                            (to the extent such financing is not available from the Lenders under a Facility;



 


		(xii)	any
                                            agreement to reacquire any assets (other than any Security Assets) sold, transferred or otherwise
                                            disposed of, where the agreement is entered into in the ordinary course of trading as a securities
                                            clearing system;



 


		(xiii)	any
                                            Security or Quasi-Security securing indebtedness the principal amount of which (when aggregated
                                            with the principal amount of any other indebtedness which has the benefit of Security or
                                            Quasi-Security other than any permitted under paragraphs (i) to ‎(xii)
                                            above) does not exceed €10,000,000 (or its equivalent in another currency or currencies);
                                            or



 






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		(xiv)	any
                                            payment, close out netting or set-off arrangement pursuant to any Hedging Agreement enter
                                            into by the Company for non-speculative purposes.



 


		(d)	The
                                            Company shall not (and the Company shall ensure that no other member of the Group will) create
                                            or permit to subsist any Security or Quasi-Security over any of the Security Assets, other
                                            than the Security or Quasi-Security created pursuant to any of the Security Documents and
                                            paragraph (c) above shall not otherwise apply to any Security Assets.



 





	23.4	Disposals



 





		(a)	The
                                            Company shall not (and the Company shall ensure that no other member of the Group will) enter
                                            into a single transaction or a series of transactions (whether related or not and whether
                                            voluntary or involuntary) to sell, lease, transfer or otherwise dispose of any asset.



 


		(b)	Paragraph
                                            (a) above does not apply to any sale, lease, transfer or other disposal of an asset (other
                                            than any Security Asset):



 


		(i)	made
                                            in the ordinary course of trading as a securities clearing system;



 


		(ii)	of
                                            assets in exchange for other assets or interests of substantially equivalent value (other
                                            than an exchange of a non-cash asset for cash);



 


		(iii)	of
                                            assets by a member of the Group to another member of the Group (other than the Clearing System
                                            itself);



 


		(iv)	which
                                            is the provision by the Company of any deposit, collateral and/or margin (or similar) to
                                            any central securities depository, central counterparty or system for the clearance and settlement
                                            of transactions in securities with which it established inter-operability or other linked
                                            arrangements; or



 


		(v)	where
                                            the higher of the market value or consideration receivable (when aggregated with the higher
                                            of the market value or consideration receivable for any other sale, lease, transfer or other
                                            disposal, other than any permitted under paragraphs (i) to (iv) above) does not exceed €10,000,000
                                            (or its equivalent in another currency or currencies) in any financial year of the Company.



 


		(c)	Paragraph
                                            (a) above does not apply to any sale, lease, transfer or other disposal in the ordinary course
                                            of trading of any Collateral for cash, provided that the proceeds of such disposal are paid
                                            into the relevant Collateral Cash Account(s) in accordance with paragraph 10 (Collateral
                                            Accounts) of Part I of Schedule 6 (Borrowing Base).



 


		(d)	For
                                            the purposes of paragraph (b)(i) above, the delivery of securities by the Company and disposals
                                            and transfers carried out pursuant to the Rules or a Link Agreement (including where a Clearing
                                            Participant or a Co-operating Clearing House defaults on its obligations or the Company ceases
                                            to act for a Clearing Participant) shall constitute a disposal in the ordinary course of
                                            trading and is permitted under paragraph (b)(i) above.



 


		23.5	Merger



 


		(a)	The
                                            Company shall not (and the Company shall ensure that no other member of the Group will) enter
                                            into any amalgamation, demerger, merger or corporate reconstruction.



 






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		(b)	Paragraph
                                            (a) above does not apply to:



 


		(i)	any
                                            amalgamation, demerger or merger between any company (including a Subsidiary of the Company)
                                            and the Company, provided that:



 


		(A)	the
                                            Company is the surviving legal entity; and



 


		(B)	the
                                            Company has demonstrated to the satisfaction of the Facility Agent (acting reasonably) that
                                            any such amalgamation, demerger or merger does not adversely affect the validity or enforceability
                                            of any of the Company's obligations under any Finance Document or any Transaction Security
                                            (or the priority of that Transaction Security) provided by the Company for the benefit of
                                            the Lenders; and



 


		(ii)	any
                                            sale, lease, transfer or other disposal permitted pursuant to Clause 23.4 (Disposals).



 


		23.6	Restricted
                                            Payments



 


		(a)	The
                                            Company shall not (and the Company shall ensure that no other member of the Group will) declare
                                            or make, or agree to pay or make, directly or indirectly, any Restricted Payment if a Default
                                            is continuing or would occur as a result of a Restricted Payment being made.



 


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



 


		(i)	any
                                            rebate due and payable to a Clearing Participant or a Co-operating Clearing House in accordance
                                            with the Rules (excluding any voluntary rebate);



 


		(ii)	any
                                            payments to the Custodians and the Collateral Monitor in accordance with the terms of the
                                            agreement between the Company and the Custodians and the Collateral Monitor; or



 


		(iii)	any
                                            payment by a member of the Group to another member of the Group.



 


		23.7	Transactions
                                            with Affiliates



 


		(a)	The
                                            Company will not (and the Company shall procure that no other member of the Group will) enter
                                            into any contract or arrangement with or for the benefit of any Affiliate (including a disposal
                                            to that Affiliate).



 


		(b)	Paragraph
                                            (a) above does not apply to:



 


		(i)	any
                                            arrangement that would not or is not reasonably foreseen as likely to have a Material Adverse
                                            Effect;



 


		(ii)	a
                                            transaction which is on arm's length terms; and



 


		(iii)	any
                                            transaction falling within paragraph (b) of Clause 23.4 (Disposals).



 


		23.8	Hedging
                                            Agreements



 


The Company will not (and the Company
shall ensure that no member of the Group will) enter into any Hedging Agreements for speculative purposes.


 


		23.9	Change
                                            of business



 


The Company shall procure that no material
change is made to the general nature of the business of the Company or the Group from that carried on from 1 July 2020 of this Agreement,
but without prejudice to its ability to extend the Clearing System to new markets or products.


 


		23.10	Maintenance
                                            of assets



 


The Company shall (and the Company
shall procure that each other member of the Group will):


 






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		(a)	keep
                                            and maintain all property material to the conduct of its business in good working order and
                                            condition, save for fair wear and tear; and



 


		(b)	keep
                                            and maintain all computer and management information systems material to the conduct of its
                                            business,



 


where failure to do so would have
or could reasonably be foreseen as likely to have a Material Adverse Effect.


 


		23.11	Insurance



 


The Company shall (and the Company shall
ensure that each other member of the Group will) maintain insurances on and in relation to its business and physical assets with reputable
underwriters or insurance companies against those risks, and to the extent, usually insured against by prudent companies located in the
same or a similar location and carrying on a similar business, where failure to do so would have or could reasonably be foreseen as likely
to have a Material Adverse Effect.


 


		23.12	Taxes



 


The Company shall (and the Company shall
ensure that each other member of the Group will) pay all Taxes required to be paid by it within the time period allowed for payment without
incurring any penalties for non-payment where failure to do so would have or could reasonably be foreseen as likely to have a Material
Adverse Effect.


 


		23.13	Constitutional
                                            documents and Rules



 


		(a)	The
                                            Company shall comply in all material respects with its Rules.



 


		(b)	The
                                            Company shall not (and the Company shall ensure that no other member of the Group will) amend
                                            its constitutional documents or the Rules from the form in which they were delivered as a
                                            condition precedent in accordance with Schedule 2 (Conditions precedent to initial utilisation),
                                            other than an amendment which could not reasonably be expected to be materially adverse to
                                            the interests of the Finance Parties under the Finance Documents.



 


		23.14	Collateral
                                            Accounts



 


The Company shall establish and maintain
the Collateral Accounts.


 


		23.15	Borrowing
                                            Base



 


The
Company shall comply with the provisions of Schedule 6 (Borrowing Base).


 


		23.16	Maintenance
                                            of minimum amount



 


The Company shall, to the extent that
it is entitled to do so under the terms of the Rules, ensure that, at all times, the aggregate of:


 


		(a)	each
                                            Clearing Participant's contribution to the Clearing Fund outstanding at that time; and



 


		(b)	each
                                            Clearing Participant's Margin Amount at that time; and



 


		(c)	any
                                            cash equities purchased using the proceeds of, or by exchanging or trading, the assets described
                                            in paragraph (a) and (b) above,



 


less:


 






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		(d)	the
                                            amount of any such contribution, Margin Amount or cash equities which has been transferred
                                            to, or is subject to Security (save for any Security created pursuant to this Agreement)
                                            in favour of, any provider of settlement or custody services to the Company,



 


is not less than €500,000,000.


 


		23.17	Minimum
                                            liquidity requirement



 


The Company shall ensure that it maintains,
at all times, financial resources equal to or in excess of those required under EMIR for Qualifying Central Counterparties.


 


		23.18	Tangible
                                            Net Worth and Guarantor Net Worth



 


		(a)	The
                                            Company shall ensure that:



 


		(i)	at
                                            all times, its Tangible Net Worth on a consolidated basis is the higher of:



 


		(A)	€20,000,000;
                                            or



 


		(B)	any
                                            such amount as is required for the Company to comply with the minimum regulatory capital
                                            requirement under EMIR for Qualifying Central Counterparties; and



 


		(ii)	as
                                            at every Relevant Delivery Date, the Net Worth of the Guarantor on a consolidated basis is
                                            equal to or greater than U.S.$1,750,000,000, provided that reductions in Net Worth during
                                            the term of this Agreement resulting solely from changes in GAAP after 1 July 2020 shall
                                            not be taken into account.



 


		(b)	For
                                            the purposes of paragraph (a)(ii) above, "Relevant Delivery Date" means
                                            each of the following:



 


		(i)	the
                                            date of any Utilisation Request delivered pursuant to this Agreement;



 


		(ii)	the
                                            Utilisation Date; and



 


		(iii)	the
                                            date of any Compliance Certificate delivered pursuant to this Agreement.



 


		23.19	Further
                                            assurance



 


		(a)	Each
                                            Obligor shall (and the Company shall ensure that each other member of the Group will), at
                                            its own expense, promptly take all such action as the Facility Agent or the Security Agent
                                            may reasonably require:



 


		(i)	for
                                            the purpose of perfecting or protecting any of the Finance Parties' rights under, and preserving
                                            the Security created or intended to be created under or evidenced by the Security Documents;
                                            and



 


		(ii)	for
                                            the purpose of facilitating the realisation of the assets which are, or are intended to be,
                                            the subject of the Transaction Security,



 


including the execution
of any transfer, conveyance, assignment or assurance of any asset and the giving of any notice, order or direction and the making of
any registration which the Facility Agent or the Security Agent may reasonably require.


 


		(b)	No
                                            Obligor shall (and the Company shall ensure that no other member of the Group will) do, or
                                            consent to the doing of, anything which could reasonably be expected to prejudice the validity,
                                            enforceability or priority of any Security conferred or intended to be conferred on the Security
                                            Agent or the Secured Parties by or pursuant to the Finance Documents.



 






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		23.20	Margin
                                            regulations



 


The Company shall use the proceeds
of the Loans without violating Regulation T, U or X or any applicable U.S. federal or state laws or regulations.


 


		23.21	Sanctions
                                            and anti-corruption



 


		(a)	The
                                            Company shall not (and the Company shall ensure that no member of the Group will) directly
                                            or indirectly use any monies advanced under any Facility or lend, contribute or otherwise
                                            make available such monies to any Subsidiary or other person where the purpose or effect
                                            of such monies being used, lent, contributed or otherwise made available:



 


		(i)	is
                                            to fund or facilitate any activity that would at that time be in breach of Sanctions or be
                                            an activity with, or for the benefit of, a Sanctions Restricted Person; or



 


		(ii)	could
                                            reasonably be expected to result in a breach of Sanctions by a Finance Party.



 


		(b)	The
                                            Company shall not (and the Company shall ensure that no member of the Group will) directly
                                            or indirectly fund all or any part of a payment to a Finance Party out of proceeds derived
                                            from any business or transaction which is prohibited by Sanctions, which is with a Sanctions
                                            Restricted Person or which would otherwise result in a breach of Sanctions by a Finance Party.



 


		(c)	The
                                            Company shall (and the Company shall ensure that each member of the Group will) comply in
                                            all respects with applicable Sanctions.



 


		(d)	The
                                            Company shall (and the Company shall ensure that each member of the Group will) implement
                                            and maintain appropriate policies and procedures reasonably designed to:



 


		(i)	prevent
                                            any action being taken which would be contrary to paragraph (a) or (b) above; and



 


		(ii)	ensure
                                            compliance with applicable Sanctions.



 


		(e)	The
                                            Company shall not (and the Company shall ensure that each member of the Group will not) engage
                                            in any activity or conduct which would violate anti-bribery, anti-corruption or anti-money
                                            laundering laws or regulations applicable to it (other than Sanctions).



 


		(f)	The
                                            Company shall (and the Company shall ensure that each member of the Group will) maintain
                                            policies and procedures reasonably designed to promote and achieve compliance with such laws
                                            or regulations.



 


		24.	Guarantor
                                            general undertakings



 


The
undertakings in this Clause 24 remain in force from 1 July 2020 for so long as any amount is outstanding under the Finance Documents
or any Commitment is in force.


 


		24.1	Authorisations



 


The Guarantor shall promptly obtain,
comply with and do all that is necessary to maintain in full force and effect any Authorisation required under any applicable law or
regulation to enable it to perform its obligations under the Finance Documents to which it is a party and to ensure the legality, validity,
enforceability or admissibility in evidence in its jurisdiction of incorporation of any Finance Document, except where failure to do
so could not reasonably be expected to have a Guarantor Material Adverse Effect.


 






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		24.2	Compliance
                                            with laws



 


The Guarantor shall comply in all respects
with all laws and regulations to which it is subject, if failure so to comply would materially impair its ability to perform its obligations
under the Finance Documents to which it is a party.


 


		24.3	Sanctions
                                            and anti-corruption



 


		(a)	The
                                            Guarantor shall not (and the Guarantor shall ensure that no member of the Cboe Group will)
                                            directly or indirectly use any monies advanced under any Facility or lend, contribute or
                                            otherwise make available such monies to any Subsidiary or other person where the purpose
                                            or effect of such monies being used, lent, contributed or otherwise made available:



 


		(i)	is
                                            to fund or facilitate any activity that would at that time be in breach of Sanctions or be
                                            an activity with, or for the benefit of, a Sanctions Restricted Person; or



 


		(ii)	could
                                            reasonably be expected to result in a breach of Sanctions by a Finance Party.



 


		(b)	The
                                            Guarantor shall not (and the Guarantor shall ensure that no member of the Cboe Group will)
                                            directly or indirectly fund all or any part of a payment to a Finance Party out of proceeds
                                            derived from any business or transaction which is prohibited by Sanctions, which is with
                                            a Sanctions Restricted Person or which would otherwise result in a breach of Sanctions by
                                            a Finance Party.



 


		(c)	The
                                            Guarantor shall (and the Guarantor shall ensure that each member of the Cboe Group will)
                                            comply in all respects with applicable Sanctions.



 


		(d)	The
                                            Guarantor shall (and the Guarantor shall ensure that each member of the Cboe Group will)
                                            implement and maintain appropriate policies and procedures reasonably designed to:



 


		(i)	prevent
                                            any action being taken which would be contrary to paragraph (a) or (b) above; and



 


		(ii)	ensure
                                            compliance with applicable Sanctions.



 


		(e)	The
                                            Guarantor shall not (and the Guarantor shall ensure that each member of the Cboe Group will
                                            not) engage in any activity or conduct which would violate anti-bribery, anti-corruption
                                            or anti-money laundering laws or regulations applicable to it (other than Sanctions).



 


		(f)	The
                                            Guarantor shall (and the Guarantor shall ensure that each member of the Cboe Group will)
                                            maintain policies and procedures reasonably designed to promote and achieve compliance with
                                            such laws or regulations.



 


		(g)	Any
                                            provision of this Clause 24.3, Clause 23.21 (Sanctions and anti-corruption), Clause
                                            21.14 (Sanctions and anti-corruption) or Clause 20.22 (Sanctions and anti-corruption)
                                            shall not apply to or in favour of any person if and to the extent that it would result in
                                            a breach, by or in respect of that person, of any applicable Blocking Law.



 


		(h)	For
                                            the purposes of this Clause 24.3, "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);



 


		(ii)	any
                                            provision of Council Regulation (EC) No 2271/1996 of 22 November 1996, as it forms part of
                                            domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018;
                                            or



 


		(iii)	section
                                            7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung).



 






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		25.	Events
                                            of Default



 


Each
of the events or circumstances set out in this Clause ‎‎25 is an Event of Default (save for Clause ‎‎25.15 (Acceleration)).


 


		25.1	Non-payment



 


An Obligor does not pay on the due
date any amount payable by it pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable
unless:


 


		(a)	its
                                            failure to pay is caused by:



 


		(i)	administrative
                                            or technical error; or



 


		(ii)	a
                                            Disruption Event; and



 


		(b)	payment
                                            is made within three Business Days of its due date.



 


		25.2	Borrowing
                                            Base



 


		(a)	An
                                            Event of Default occurs as described in paragraph 1(b), 8(c) or 17(e) of Part I of Schedule
                                            6 (Borrowing Base).



 


		(b)	Any
                                            representation made or deemed to be made in Clause 20.13 (Collateral) is or proves
                                            to have been incorrect or misleading in any material respect when made or deemed to be made.



 


		(c)	No
                                            Event of Default under paragraph (b) above will occur if the failure to comply is capable
                                            of remedy and is remedied within five Business Days of the earlier of (i) the Facility Agent
                                            giving notice to the Company and (ii) the Company becoming aware of the failure to comply.
                                            For the avoidance of doubt, if a breach of paragraph (b) above also gives rise to an Event
                                            of Default as described in paragraph (a) above, the provisions of paragraph (a) above shall
                                            apply. .



 


		25.3	Other
                                            obligations



 


		(a)	An
                                            Obligor does not comply with any provision of the Finance Documents (other than those referred
                                            to in Clause 25.1 (Non-payment) or Clause 25.2 (Borrowing Base)).



 


		(b)	No
                                            Event of Default under paragraph (a) above will occur if the failure to comply is capable
                                            of remedy and is remedied within 10 Business Days of the earlier of (i) the Facility Agent
                                            giving notice to the Company and (ii) the Company becoming aware of the failure to comply.



 


		25.4	Misrepresentation



 


		(a)	Any
                                            representation or statement made or deemed to be made by an Obligor in the Finance Documents
                                            or any other document delivered by or on behalf of any Obligor under or in connection with
                                            any Finance Document (other than those referred to in paragraph (b) of Clause 25.2 (Borrowing
                                            Base)) is or proves to have been incorrect or misleading in any material respect when
                                            made or deemed to be made.



 


		(b)	No
                                            Event of Default under paragraph (a) above will occur if the failure to comply is capable
                                            of remedy and is remedied within 10 Business Days of the earlier of (i) the Facility Agent
                                            giving notice to the Company and (ii) the Company becoming aware of the failure to comply.



 


		25.5	Cross
                                            default



 


		(a)	Any
                                            Financial Indebtedness of an Obligor or any member of the Group is not paid when due nor
                                            within any originally applicable grace period.



 






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		(b)	Any
                                            Financial Indebtedness of an Obligor or any member of the Group is declared to be or otherwise
                                            becomes due and payable prior to its specified maturity as a result of an event of default
                                            (however described).



 


		(c)	Any
                                            commitment for any Financial Indebtedness of an Obligor or any member of the Group is cancelled
                                            or suspended by a creditor of any member of the Group as a result of an event of default
                                            (however described).



 


		(d)	Any
                                            creditor of an Obligor or any member of the Group becomes entitled to declare any Financial
                                            Indebtedness of an Obligor or any member of the Group due and payable prior to its specified
                                            maturity as a result of an event of default (however described).



 


		(e)	Any
                                            Clearing Participant sends the Company a Notice of Termination in relation to a EuroCCP Default
                                            Event (each term as defined in the Rules) in accordance with article 12 (Close out netting)
                                            of the Rules.



 


		(f)	No
                                            Event of Default will occur under this Clause ‎‎25.5 if the aggregate amount of Financial
                                            Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (e)
                                            above is (in the case of the Company and its Subsidiaries) less than €25,000,000 (or
                                            its equivalent in any other currency or currencies) or (in the case of the Guarantor) less
                                            than U.S.$50,000,000 (or its equivalent in any other currency or currencies).



 


		25.6	Insolvency



 


		(a)	The
                                            Company or a member of the Group:



 


		(i)	is
                                            unable or admits inability to pay its debts as they fall due;



 


		(ii)	suspends
                                            making payments on any of its debts; or



 


		(iii)	by
                                            reason of actual or anticipated financial difficulties, commences negotiations with one or
                                            more of its creditors (excluding any Finance Party in its capacity as such) with a view to
                                            rescheduling any of its indebtedness.



 


		(b)	The
                                            value of the assets of any member of the Group, other than any member of the Group incorporated
                                            in the Netherlands is less than its liabilities (taking into account contingent and prospective
                                            liabilities).



 


		(c)	A
                                            moratorium is declared in respect of any indebtedness of the Company or any member of the
                                            Group.



 


		(d)	A
                                            Dutch Group Member gives notice to the Dutch tax authorities under section 36(2) of the Dutch
                                            1990 Tax Collection Act (Invorderingswet 1990) but not (for the avoidance of doubt)
                                            where such notice is (deemed) filed by reason of a request by that person for the postponement
                                            of its tax liability payments made – and the authorities' consent to and actual postponement
                                            of such payments – in accordance with the Decree of the Dutch State Secretary of Finance
                                            dated 13 April 2021, Decree nr. 2021 - 71082 (Besluit noodmaatregelen coronacrisis)
                                            (as amended from time to time).



 






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		25.7	Insolvency
                                            proceedings



 


		(a)	Any
                                            corporate action, legal proceedings or other formal procedure or step is taken in relation
                                            to:



 


		(i)	the
                                            suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration
                                            or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of
                                            the Company or any member of the Group other than a solvent liquidation or reorganisation
                                            of any member of the Group which is not an Obligor;



 


		(ii)	a
                                            composition, compromise, assignment or arrangement with any creditor of the Company or any
                                            member of the Group;



 


		(iii)	the
                                            appointment of a liquidator (other than in respect of a solvent liquidation of a member of
                                            the Group which is not an Obligor), receiver, administrative receiver, administrator, compulsory
                                            manager or other similar officer in respect of the Company or any member of the Group or
                                            any of its assets; or



 


		(iv)	enforcement
                                            of any Security over any assets of the Company or any member of the Group,



 


or any analogous procedure or step
is taken in any jurisdiction.


 


		(b)	In
                                            respect of a Dutch Group Member, a reference in this Clause 25 to:



 


		(i)	the
                                            "suspension of payments" or a "moratorium" includes surséance
                                            van betaling;



 


		(ii)	an
                                            "administrator" includes a bewindvoerder;



 


		(iii)	a
                                            "receiver" includes a curator; and



 


		(iv)	"a
                                            winding-up", "administration" or "dissolution" includes failliet
                                            verklaard and ontbonden.



 


		(c)	This
                                            Clause ‎25.7 shall not
                                            apply to any winding-up petition presented by any person (other than a member of the Group)
                                            which is frivolous or vexatious or any other application, proceeding or procedure made or
                                            taken by any such person which is an abuse of legal process and in any such case and is discharged,
                                            stayed, dismissed or withdrawn within 10 Business Days of commencement and before any order
                                            is made.



 


		25.8	Creditors'
                                            process



 


Any
expropriation, attachment, sequestration, distress or execution (including by way of executory attachment (executoriaal beslag)
or interlocutory attachment (conservatoir beslag)) affects any asset or assets of an Obligor or a member of the Group having
an aggregate value of €10,000,000 and is not discharged within:


 


		(i)	in
                                            the case of an executory attachment, 10 Business Days; and



 


		(ii)	in
                                            the case of an interlocutory attachment, 15 days.



 


		25.9	Failure
                                            to comply with judgment



 


An Obligor or any member of the Group
fails to comply with, or pay any sum due from it, under any judgment or order made or given by any court which is greater than or equal
to €10,000,000 and which remains undischarged for a period of 30 days or more.


 


		25.10	Unlawfulness



 


		(a)	It
                                            is or becomes unlawful for an Obligor to perform any of its obligations under the Finance
                                            Documents in any material respect or any Transaction Security created or expressed to be
                                            created or evidenced by the Security Documents ceases to be effective.



 


		(b)	Any
                                            obligation or obligations of any Obligor under any Finance Documents are not or cease to
                                            be legal, valid, binding or enforceable and the cessation individually or cumulatively materially
                                            and adversely affects the interests of the Secured Parties under the Finance Documents.



 








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		25.11	Repudiation



 


An Obligor repudiates a Finance Document
or evidences an intention to repudiate a Finance Document or any of the Transaction Security.


 


		25.12	Security



 


Any Security Document is not in full
force and effect or does not create in favour of the Security Agent for the benefit of the Secured Parties the Security which it is expressed
to create with the ranking and priority it is expressed to have.


 


		25.13	Cessation
                                            of business



 


The Company suspends or ceases to
carry on (or threatens to suspend or cease to carry on) all or a substantial part of its business.


 


		25.14	U.S.
                                            insolvency proceedings



 


The Guarantor:


 


		(a)	applies
                                            for, or consents to, the appointment of, or the taking of possession by, a receiver, custodian,
                                            trustee, examiner or liquidator of itself or of all or a substantial part of its property;



 


		(b)	makes
                                            a general assignment for the benefit of its creditors;



 


		(c)	commences
                                            a voluntary case under U.S. Bankruptcy Law;



 


		(d)	files
                                            a petition with respect to itself seeking to take advantage of any other law relating to
                                            bankruptcy, insolvency, reorganisation, liquidation, dissolution, arrangement or winding
                                            up, or composition or readjustment of debts;



 


		(e)	takes
                                            any corporate action for the purpose of effecting any of the foregoing with respect to itself;



 


		(f)	is
                                            unable or admits inability to pay its debts as they fall due, suspends making payments on
                                            any of its debts or, by reason of actual or anticipated financial difficulties; or



 


		(g)	is
                                            the subject of involuntary proceedings under U.S. Bankruptcy Law, if such proceedings have
                                            not been dismissed or stayed within 60 days of commencement thereof, or if an order for relief
                                            has been entered in any such proceedings.



 


		25.15	Acceleration



 


		(a)	On
                                            and at any time after the occurrence of an Event of Default, other than an Event of Default
                                            referred to in paragraph (b) below, the Facility Agent may, and shall if so directed by the
                                            Majority Lenders, by notice to the Company:



 


		(i)	cancel
                                            the Total Commitments whereupon they shall immediately be cancelled;



 


		(ii)	declare
                                            that all or part of the Loans, together with accrued interest, and all other amounts accrued
                                            or outstanding under the Finance Documents be immediately due and payable, whereupon they
                                            shall become immediately due and payable;



 


		(iii)	declare
                                            that all or part of the Loans be payable on demand, whereupon they shall immediately become
                                            payable on demand by the Facility Agent on the instructions of the Majority Lenders; and/or



 


		(iv)	exercise
                                            or direct the Security Agent to exercise any or all of its rights, remedies, powers or discretions
                                            which have become exercisable under the Finance Documents.



 






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		(b)	If
                                            an Event of Default occurs under Clause 25.14 (U.S. insolvency proceedings), each
                                            amount expressed by Clause 19 (Guarantee and indemnity) to be payable by the Guarantor
                                            on demand shall, after that Event of Default has occurred, be immediately due and payable
                                            by the Guarantor without the need for any demand or other claim on the Guarantor or any other
                                            Obligor.



 






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SECTION
9  


 


CHANGES TO
PARTIES


 


		26.	Changes
                                            to the Lenders



 


		26.1	Assignments
                                            and transfers by the Lenders



 


Subject
to this Clause ‎‎26, a Lender (the "Existing Lender") may:


 


		(a)	assign
                                            any of its rights; or



 


		(b)	transfer
                                            by novation any of its rights and obligations



 


to:


 


		(i)	another
                                            bank or financial institution which is (or an Affiliate of which is) able and willing to
                                            be a Swingline Lender under a Swingline Facility and comply with the applicable Specified
                                            Times ; or



 


		(ii)	(but
                                            only if a Default is continuing) any bank or financial institution or 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,



 


(each such bank, financial institution,
trust, fund or other entity being a "New Lender") provided that the assignment or transfer by any Lender is in an amount
not less than (if no Default is continuing) €5,000,000 or (if a Default is continuing) €1,000,000 or, in each case, if less,
the full amount of that Lender's Commitment in relation to that Facility.


 


		26.2	Company
                                            consent



 


		(a)	Subject
                                            to paragraph (b) below, the consent of the Company and the Guarantor is required for an assignment
                                            or transfer by an Existing Lender, unless the assignment or transfer is:



 


		(i)	to
                                            another Lender or an Affiliate of any Lender (in each case, acting as principal); or



 


		(ii)	made
                                            at a time when a Default is continuing.



 


		(b)	The
                                            consent of the Company and the Guarantor is required at all times where the proposed transfer
                                            is to a person which carries on a business competing with the Company's business.



 


		(c)	The
                                            consent of the Company and the Guarantor to an assignment or transfer must not be unreasonably
                                            withheld or delayed. Each of the Company and the Guarantor will be deemed to have given its
                                            consent five Business Days after the Existing Lender has requested it unless consent is expressly
                                            refused by the Company and the Guarantor within that time.



 


		(d)	The
                                            Parties agree that any refusal by the Company or the Guarantor to consent to a transfer to:



 


		(i)	a
                                            person which carries on business competing with the Company's business; or



 


		(ii)	a
                                            person which is not an Acceptable Bank,



 


shall not, in each
case, be deemed unreasonable.


 






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		26.3	Other
                                            conditions of assignment or transfer



 


		(a)	An
                                            assignment will only be effective on:



 


		(i)	receipt
                                            by the Facility Agent (whether in the Assignment Agreement or otherwise) of written confirmation
                                            from the New Lender (in form and substance satisfactory to the Facility Agent) that the New
                                            Lender will assume the same obligations to the other Finance Parties as it would have been
                                            under if it was an Original Lender; and



 


		(ii)	performance
                                            by the relevant Agent of all necessary "know your customer" or other similar checks
                                            under all applicable laws and regulations in relation to such assignment to a New Lender,
                                            the completion of which the relevant Agent shall promptly notify to the Existing Lender and
                                            the New Lender.



 


		(b)	A
                                            transfer will only be effective if the procedure set out in Clause ‎‎26.6 (Procedure
                                            for transfer) is complied with.



 


		(c)	Any
                                            assignment or transfer by an Existing Lender to a New Lender shall only be effective if:



 


		(i)	in
                                            the case of a transfer by an Existing Lender of any amount of its Revolving Facility Commitment
                                            (other than to an Affiliate of that Existing Lender):



 


		(A)	that
                                            Existing Lender transfers at the same time the same amount of its Swingline Commitment applicable
                                            to that Revolving Facility to the New Lender or an Affiliate of the New Lender; or



 


		(B)	if
                                            that Existing Lender does not have a Swingline Commitment applicable to that Revolving Facility,
                                            its Related Lender transfers at the same time the same amount of that Related Lender's Swingline
                                            Commitment applicable to that Revolving Facility to the New Lender or an Affiliate of the
                                            New Lender; and



 


		(ii)	in
                                            the case of a transfer by an Existing Lender of any amount of its Swingline Commitment (other
                                            than to an Affiliate of that Existing Lender):



 


		(A)	that
                                            Existing Lender transfers at the same time the same amount of its Revolving Facility Commitment
                                            applicable to that Swingline Facility to the New Lender or an Affiliate of the New Lender;
                                            or



 


		(B)	if
                                            that Existing Lender does not have a Revolving Facility Commitment applicable to that Swingline
                                            Facility, its Related Lender transfers at the same time the same amount of that Related Lender's
                                            Revolving Facility Commitment applicable to that Swingline Facility to the New Lender or
                                            an Affiliate of the New Lender.



 


		(d)	If:



 


		(i)	a
                                            Lender assigns or transfers any of its rights or obligations under the Finance Documents
                                            or changes its Facility Office; and



 


		(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 ‎‎14 (Tax gross-up and indemnities) or
                                            Clause ‎‎15 (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.


 


		(e)	Each
                                            New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms,
                                            for the avoidance of doubt, that the Facility 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.



 






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		(f)	Notwithstanding
                                            any other term of this Agreement, each Lender shall ensure that at all times its Overall
                                            Commitment in relation to a Revolving Facility is not less than:



 


		(i)	its
                                            Swingline Commitment relevant to that Revolving Facility; or



 


		(ii)	if
                                            it does not have a Swingline Commitment relevant to that Revolving Facility, the Swingline
                                            Commitment of its Related Lender in relation to that Revolving Facility.



 


		26.4	Assignment
                                            or transfer fee



 


The New Lender shall, on the date
upon which an assignment or transfer takes effect, pay to the Facility Agent (for its own account) a fee of €3,000.


 


		26.5	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 Finance Documents or
                                            any other documents;



 


		(ii)	the
                                            financial condition of any Obligor;



 


		(iii)	the
                                            performance and observance by any Obligor of its obligations under the Finance Documents
                                            or any other documents; or



 


		(iv)	the
                                            accuracy of any statements (whether written or oral) made in or in connection with any Finance
                                            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 in connection with any Finance Document; 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 ‎‎26; 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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		26.6	Procedure
                                            for transfer



 


		(a)	Subject
                                            to the conditions set out in Clause ‎‎26.2 (Company consent) and Clause ‎‎26.3
                                            (Other conditions of assignment or transfer) a transfer is effected in accordance
                                            with paragraph (c) below when the Facility Agent executes an otherwise duly completed Transfer
                                            Certificate delivered to it by the Existing Lender and the New Lender. The Facility 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
                                            Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by
                                            the Existing Lender and the New Lender once it is satisfied it has complied with all necessary
                                            "know your customer" or other similar checks under all applicable laws and regulations
                                            in relation to the transfer to such New Lender.



 


		(c)	Subject
                                            to Clause ‎‎26.10 (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, each of the Obligors and the Existing
                                            Lender shall be released from further obligations towards one another under the Finance Documents
                                            and their respective rights against one another under the Finance Documents shall be cancelled
                                            (being the "Discharged Rights and Obligations");



 


		(ii)	each
                                            of the Obligors and the New Lender shall assume obligations towards one another and/or acquire
                                            rights against one another which differ from the Discharged Rights and Obligations only insofar
                                            as that Obligor and the New Lender have assumed and/or acquired the same in place of that
                                            Obligor and the Existing Lender;



 


		(iii)	each
                                            Agent, each Arranger, the Security Agent, the New Lender and other Lenders shall acquire
                                            the same rights and assume the same obligations between themselves as they would have acquired
                                            and assumed had the New Lender been an Original Lender with the rights and/or obligations
                                            acquired or assumed by it as a result of the transfer and to that extent each Agent, the
                                            Arranger, the Security Agent 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".



 


		26.7	Procedure
                                            for assignment



 


		(a)	Subject
                                            to the conditions set out in Clause ‎‎26.2 (Company consent) and Clause ‎‎26.3
                                            (Other conditions of assignment or transfer), an assignment may be effected in accordance
                                            with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment
                                            Agreement delivered to it by the Existing Lender and the New Lender. The Facility 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
                                            Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by
                                            the Existing Lender and the New Lender once it is satisfied it has complied with all necessary
                                            "know your customer" or other similar checks under all applicable laws and regulations
                                            in relation to the assignment to such New Lender.



 






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		(c)	Subject
                                            to Clause ‎‎26.10 (Pro rata interest settlement), on the Transfer Date:



 


		(i)	the
                                            Existing Lender will assign absolutely to the New Lender the rights under the Finance Documents
                                            expressed to be the subject of the assignment in the Assignment Agreement;



 


		(ii)	the
                                            Existing Lender will be released by each Obligor and the other Finance Parties from the obligations
                                            owed by it (the "Relevant Obligations") and expressed to be the subject
                                            of the release in the Assignment Agreement; 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 ‎‎26.7 to assign their
                                            rights under the Finance Documents (but not, without the consent of the relevant Obligor
                                            or unless in accordance with Clause ‎‎26.6 (Procedure for transfer), to obtain
                                            a release by that 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 ‎‎26.2 (Company consent) and Clause ‎‎26.3
                                            (Other conditions of assignment or transfer).



 


		26.8	Copy
                                            of Transfer Certificate, Assignment Agreement, Increase
                                            Confirmation or Accordion Increase Confirmation to Company



 


The Facility Agent shall, as soon
as reasonably practicable after it has executed a Transfer Certificate, an Assignment Agreement, an Increase Confirmation or an Accordion
Increase Confirmation, send to the Company a copy of that Transfer Certificate, Assignment Agreement, Increase Confirmation or Accordion
Increase Confirmation.


 


		26.9	Security
                                            over Lenders' rights



 


In
addition to the other rights provided to Lenders under this Clause ‎‎26, 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,



 


		(c)	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 Security for the Lender as a party to any of the Finance
                                            Documents; or



 


		(ii)	require
                                            any payments to be made by an Obligor other than or in excess of, 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.



 






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		26.10	Pro
                                            rata interest settlement



 


		(a)	If
                                            the Facility 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 ‎‎26.6 (Procedure for transfer) or any assignment
                                            pursuant to Clause ‎‎26.7 (Procedure for assignment) the Transfer Date of
                                            which, in each case, is after the date of such notification and is not on the last day of
                                            an Interest Period):



 


		(i)	any
                                            interest or fees in respect of the relevant participation which are expressed to accrue by
                                            reference to the lapse of time shall continue to accrue in favour of the Existing Lender
                                            up to but excluding the Transfer Date ("Accrued Amounts") and shall become
                                            due and payable to the Existing Lender (without further interest accruing on them) on the
                                            last day of the current Interest Period; and



 


		(ii)	the
                                            rights assigned or transferred by the Existing Lender will not include the right to the Accrued
                                            Amounts, so that, for the avoidance of doubt:



 


		(A)	when
                                            the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing
                                            Lender; and



 


		(B)	the
                                            amount payable to the New Lender on that date will be the amount which would, but for the
                                            application of this Clause ‎‎26.10, have been payable to it on that date, but after
                                            deduction of the Accrued Amounts.



 


		(b)	In
                                            this Clause ‎‎26.10 references to "Interest Period" shall be construed
                                            to include a reference to any other period for accrual of fees.



 


		(c)	An
                                            Existing Lender which retains the right to the Accrued Amounts pursuant to this Clause ‎‎26.10
                                            but which does not have a Commitment shall be deemed not to be a Lender for the purposes
                                            of ascertaining whether the agreement of any specified group of Lenders has been obtained
                                            to approve any request for a consent, waiver, amendment or other vote of Lenders under the
                                            Finance Documents.



 


		27.	Changes
                                            to the Obligors



 


No Obligor may assign any of its rights
or transfer any of its rights or obligations under the Finance Documents.


 






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SECTION
10  


 


FINANCE PARTIES


 


		28.	Role
                                            of the Agents, the Security Agent and the Arranger



 


		28.1	The
                                            Agents and the Security Agent



 


		(a)	Each
                                            of the Arrangers and each Lender appoints the Facility Agent to act as its agent under and
                                            in connection with the Finance Documents.



 


		(b)	Notwithstanding
                                            and without limitation to paragraph (a) above each of the Arrangers and each relevant Lender
                                            also appoints the:



 


		(i)	€/£
                                            Swingline Agent to act as its agent under and in connection with the Finance Documents in
                                            respect of a Euro Swingline Loan or a Sterling Swingline Loan;



 


		(ii)	Swiss
                                            Francs Swingline Agent to act as its agent under and in connection with the Finance Documents
                                            in respect of a Swiss Francs Swingline Loan;



 


		(iii)	U.S.
                                            Dollar Swingline Agent to act as its agent under and in connection with the Finance Documents
                                            in respect of a U.S. Dollar Swingline Loan;



 


		(iv)	Danish
                                            Krone/Norwegian Krone/Swedish Krona Swingline Agent to act as its agent under and in connection
                                            with the Finance Documents in respect of the Danish Krone Swingline Loan/Norwegian Krone
                                            Swingline Loan/Swedish Krona Swingline Loan (other than a Danish Krone Swingline Loan/Norwegian
                                            Krone Swingline Loan/Swedish Krona Swingline Loan in respect of Swingline Facility F); and



 


		(v)	Facility
                                            F Swingline Agent to act as its agent under and in connection with the Finance Documents
                                            in respect of the Swingline Facility F Nordic Loans.



 


		(c)	Each
                                            of the Arrangers, the Lenders and the Agents appoints the Security Agent to act as security
                                            agent under and in connection with the Finance Documents.



 


		(d)	Any
                                            reference in this Agreement to "security agent" means that the Security Agent is
                                            acting as security agent and security trustee, and the Security Agent declares that it holds
                                            the Security Property on trust as security trustee for the Secured Parties on the terms contained
                                            in this Agreement.



 


		(e)	To
                                            the extent that the security trusts established by this Agreement are not effective to confer
                                            the benefit of any Transaction Security upon any Secured Party:



 


		(i)	the
                                            Security Agent shall act as security agent, and not as security trustee, for the relevant
                                            Secured Party in respect of that Transaction Security; and



 


		(ii)	paragraph
                                            (d) above shall not apply to that Transaction Security.



 


		(f)	This
                                            Clause ‎‎28.1 shall not affect or limit paragraph (c) of Clause ‎‎32.13 (Parallel
                                            Debt) with respect to any Security Document.



 


		(g)	Each
                                            of the Secured Parties authorises each Agent and the Security Agent to perform the duties,
                                            obligations and responsibilities and to exercise the rights, powers, authorities and discretions
                                            specifically given to an Agent and the Security Agent (as applicable) under or in connection
                                            with the Finance Documents together with any other incidental rights, powers, authorities
                                            and discretions.



 






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		28.2	Enforcement
                                            through Security Agent only



 


The Secured Parties shall not have
any independent power to enforce, or have recourse to, any of the Transaction Security or to exercise any right, power, authority or
discretion arising under the Security Documents except through the Security Agent.


 


		28.3	Instructions



 


		(a)	Each
                                            of the Agents shall:



 


		(i)	unless
                                            a contrary indication appears in a Finance Document, exercise or refrain from exercising
                                            any right, power, authority or discretion vested in it as an Agent or the Security Agent
                                            (as applicable) 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;
                                            and



 


		(B)	in
                                            all other cases, the Majority Lenders or, if the relevant Finance Document stipulates the
                                            matter is a decision for any other Finance Party or group of Finance Parties, from that Finance
                                            Party or group of Finance Parties; and



 


		(ii)	not
                                            be liable for any act (or omission) if it acts (or refrains from acting) in accordance with
                                            paragraph (i) above (or, if this Agreement stipulates the matter is a decision for any other
                                            Finance Party or group of Finance Parties, from that Finance Party or group of Finance Parties).



 


		(b)	Notwithstanding
                                            any provision of the Finance Documents, the Security Agent shall (i) exercise any right,
                                            power, authority or discretion vested in it as Security Agent in accordance with any instructions
                                            given to it by the Facility Agent (whom, in turn, shall act on the instructions of the Lenders
                                            or, as the case may be, the Majority Lenders) (or, if so instructed by the Facility Agent,
                                            refrain from exercising any right, power, authority or discretion vested in it as Security
                                            Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking
                                            any action) in accordance with an instruction of the Facility Agent (whom, in turn, shall
                                            act on the instructions of the Lenders or, as the case may be, the Majority Lenders).



 


		(c)	Each
                                            of the Agents and the Security 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 Finance Party or group of Finance Parties, from that
                                            Finance Party or group of Finance Parties) or, in the case of the Security Agent, from the
                                            Facility Agent as to whether, and in what manner, it should exercise or refrain from exercising
                                            any right, power, authority or discretion and any Agent or the Security Agent (as applicable)
                                            may refrain from acting unless and until it receives any such instructions or that clarification.



 


		(d)	Save
                                            in the case of decisions stipulated to be a matter for any other Finance Party or group of
                                            Finance Parties under the relevant Finance Document and unless a contrary indication appears
                                            in a Finance Document, any instructions given to any Agent or the Security Agent (as applicable)
                                            by the Majority Lenders or, in the case of the Security Agent, from the Facility Agent shall
                                            override any conflicting instructions given by any other Parties and will be binding on all
                                            Finance Parties.



 






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



 


		(i)	where
                                            a contrary indication appears in a Finance Document;



 


		(ii)	where
                                            a Finance Document requires an Agent or the Security Agent to act in a specified manner or
                                            to take a specified action;



 


		(iii)	in
                                            respect of any provision which protects an Agent's or the Security Agent's own position in
                                            its personal capacity as opposed to its role of Agent or Security Agent for the relevant
                                            Finance Parties or Secured Parties (as applicable), including, without limitation, Clause
                                            ‎‎28.6 (No fiduciary duties) to Clause ‎‎28.11 (Exclusion of liability),
                                            Clause ‎‎28.16 (Confidentiality) to Clause ‎‎28.22 (Custodians
                                            and nominees) and Clause ‎‎28.26 (Acceptance of title) to Clause ‎‎28.29
                                            (Disapplication of Trustee Acts);



 


		(iv)	in
                                            respect of the exercise of the Security Agent's discretion to exercise a right, power or
                                            authority under any of:



 


		(A)	Clause
                                            ‎‎29.1 (Order of application);



 


		(B)	Clause
                                            ‎‎29.2 (Prospective liabilities); and



 


		(C)	Clause
                                            ‎‎29.5 (Permitted Deductions).



 


		(f)	If
                                            giving effect to instructions given by the Majority Lenders (or in the case of the Security
                                            Agent given by the Facility Agent) would (in an Agent's or (as applicable) the Security Agent's
                                            opinion) have an effect equivalent to an amendment or waiver referred to in Clause ‎‎38
                                            (Amendments and waivers), an Agent or (as applicable) the Security Agent shall not
                                            act in accordance with those instructions unless consent to it so acting is obtained from
                                            each Party (other than an Agent or the Security Agent) whose consent would have been required
                                            in respect of that amendment or waiver.



 


		(g)	In
                                            exercising any discretion to exercise a right, power or authority under the Finance Documents
                                            where either:



 


		(i)	it
                                            has not received any instructions as to the exercise of that discretion; or



 


		(ii)	the
                                            exercise of that discretion is subject to paragraph (e)(iv) above,



 


an Agent or the Security Agent shall
be entitled (but not obliged) to do so having regard to the interests of (in the case of an Agent) all the Finance Parties and (in the
case of the Security Agent) all the Secured Parties. 


 


		(h)	An
                                            Agent or the Security Agent (as applicable) may refrain from acting in accordance with any
                                            instructions of any Finance Party or group of Finance Parties until it has received any indemnification
                                            and/or security that it may in its discretion require (which may be greater in extent than
                                            that contained in the Finance Documents and which may include payment in advance) for any
                                            cost, loss or liability which it may incur in complying with those instructions.



 


		(i)	Without
                                            prejudice to the remainder of this Clause ‎‎28.3, in the absence of instructions,
                                            each of the Agents and the Security Agent may act (or refrain from acting) as it considers
                                            to be in the best interest of (in the case of the Facility Agent) the Finance Parties and
                                            (in the case of the Security Agent) the Secured Parties, provided that the Security Agent
                                            shall not be obliged to act (or refrain from taking action) unless and until it shall have
                                            been instructed so to do by the Facility Agent.



 


		(j)	None
                                            of the Agents nor the Security Agent is authorised to act on behalf of a Finance Party (without
                                            first obtaining that Finance Party's consent) in any legal or arbitration proceedings relating
                                            to any Finance Document. This paragraph (j) shall not apply to any legal or arbitration proceeding
                                            relating to the perfection, preservation or protection of rights under the Security Documents
                                            or enforcement of the Transaction Security or Security Documents.



 






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		28.4	Duties
                                            of the Agents and the Security Agent



 


		(a)	The
                                            duties of each Agent and the Security Agent under the Finance Documents are solely mechanical
                                            and administrative in nature.



 


		(b)	Subject
                                            to paragraph (c) below, each of the Agents and the Security Agent shall promptly forward
                                            to a Party the original or a copy of any document which is delivered to that Agent or the
                                            Security Agent (as applicable) for that Party by any other Party.



 


		(c)	Without
                                            prejudice to Clause ‎‎26.8 (Copy of Transfer Certificate, Assignment Agreement,
                                            Increase Confirmation or Accordion Increase Confirmation to Company), paragraph (b) above
                                            shall not apply to any Transfer Certificate, any Assignment Agreement, any Increase Confirmation
                                            or any Accordion Increase Confirmation.



 


		(d)	Except
                                            where a Finance Document specifically provides otherwise, none of the Agents nor the Security
                                            Agent is obliged to review or check the adequacy, accuracy or completeness of any document
                                            it forwards to another Party.



 


		(e)	If
                                            an Agent or the Security Agent receives notice from a Party referring to any Finance Document,
                                            describing a Default and stating that the circumstance described is a Default, it shall promptly
                                            notify the other Finance Parties.



 


		(f)	If
                                            an Agent is aware of the non-payment of any principal, interest, commitment fee or other
                                            fee payable to a Finance Party (other than an Agent, an Arranger or the Security Agent) under
                                            this Agreement, it shall promptly notify the other Finance Parties.



 


		(g)	Each
                                            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 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 transmission 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 an Agent to that Lender under the Finance
                                            Documents.



 


		(h)	Each
                                            of the Agents and the Security 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).



 


		28.5	Role
                                            of the Arranger



 


Except as specifically provided in the
Finance Documents, no Arranger has obligations of any kind to any other Party under or in connection with any Finance Document.


 


		28.6	No
                                            fiduciary duties



 


		(a)	Nothing
                                            in any Finance Document constitutes:



 


		(i)	an
                                            Agent or an Arranger as a trustee or fiduciary of any other person; or



 


		(ii)	the
                                            Security Agent as an agent, trustee or fiduciary of any Obligor.



 


		(b)	None
                                            of the Agents, the Security Agent nor the Arrangers shall be bound to account to any other
                                            Finance Party or (in the case of the Security Agent) any Secured Party for any sum or the
                                            profit element of any sum received by it for its own account.



 






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		28.7	Business
                                            with the Group



 


Each Agent, the Security Agent and Arranger
may accept deposits from, lend money to and generally engage in any kind of banking or other business with any Obligor or Affiliate of
an Obligor.


 


		28.8	Rights
                                            and discretions



 


		(a)	Each
                                            of the Agents and the Security Agent may:



 


		(i)	rely
                                            on any representation, communication, notice or document believed by it to be genuine, correct
                                            and appropriately authorised;



 


		(ii)	assume
                                            that:



 


		(A)	any
                                            instructions received by it from the Majority Lenders, any Finance Parties or any group of
                                            Finance Parties (or in the case of the Security Agent, received by it from the Facility Agent)
                                            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



 


		(iii)	call
                                            for and rely on a certificate from any person:



 


		(A)	as
                                            to any matter of fact or circumstance which might reasonably be expected to be within the
                                            knowledge of that person; or



 


		(B)	to
                                            the effect that such person approves of any particular dealing, transaction, step, action
                                            or thing, as sufficient evidence that that is the case and, in the case of paragraph
                                            (A) above, may assume the truth and accuracy of that certificate.



 


		(b)	Each
                                            of the Agents and the Security Agent may assume (unless it has received notice to the contrary
                                            in its capacity as agent for the Finance Parties or security agent for the Secured Parties)
                                            that:



 


		(i)	no
                                            Default has occurred (unless, in the case of an Agent, it has actual knowledge of a Default
                                            arising under Clause ‎‎25.1 (Non-payment));



 


		(ii)	any
                                            right, power, authority or discretion vested in any Party or any group of Finance Parties
                                            has not been exercised; and



 


		(iii)	any
                                            notice or request made by the Company (other than a Utilisation Request) is made on behalf
                                            of and with the consent and knowledge of all the Obligors.



 


		(c)	Each
                                            of the Agents and the Security Agent may engage and pay for the advice or services of any
                                            lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.



 


		(d)	Without
                                            prejudice to the generality of paragraph (c) above or paragraph (e) below, each of the Agents
                                            and the Security Agent may at any time engage and pay for the services of any lawyers to
                                            act as independent counsel to an Agent or the Security Agent (as applicable), (and so separate
                                            from any lawyers instructed by the Lenders) if an Agent or the Security Agent (as applicable)
                                            in its reasonable opinion deems this to be desirable.



 






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		(e)	Each
                                            of the Agents and the Security Agent may rely on the advice or services of any lawyers, accountants,
                                            tax advisers, surveyors or other professional advisers or experts (whether obtained by any
                                            Agent or by the Security Agent or by any other Party and whether or not liability in relation
                                            thereto is limited by reference to a monetary cap, methodology or otherwise) 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.



 


		(f)	Each
                                            of the Agents and the Security Agent may act in relation to the Finance Documents and the
                                            Security Property through its officers, employees and agents and shall not:



 


		(i)	be
                                            liable for any error of judgment made by any such person; or



 


		(ii)	be
                                            bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct,
                                            omission or default on the part of, any such person, unless such error or such loss
                                            was directly caused by an Agent's or the Security Agent's (as applicable) gross negligence
                                            or wilful misconduct.



 


		(g)	Unless
                                            a Finance Document expressly provides otherwise each of the Agents and the Security Agent
                                            may disclose to any other Party any information it reasonably believes it has received as
                                            agent or security agent under the Finance Documents.



 


		(h)	Without
                                            prejudice to the generality of paragraph ‎‎(g) above, each Agent:



 


		(i)	may
                                            disclose; and



 


		(ii)	on
                                            the written request of the Company or the Majority Lenders shall, as soon as reasonably practicable,
                                            disclose the identity of a Defaulting Lender to the Company and to the other Finance
                                            Parties.



 


		(i)	Notwithstanding
                                            any other provision of any Finance Document to the contrary, none of the Agents, the Security
                                            Agent nor the Arranger is obliged to do or omit to do anything if it would, or might in its
                                            reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary
                                            duty or duty of confidentiality. The Security Agent may refrain (without liability) from
                                            doing anything that would or might in its opinion constitute a breach of, or be contrary
                                            to, any law of any state or jurisdiction (including, but not limited to, The Netherlands,
                                            the United States of America or any jurisdiction forming a part of it, the European Union
                                            and England and Wales) or any directive or regulation of any agency of any such state or
                                            jurisdiction and may without liability do anything which is, in its opinion, necessary to
                                            comply with any such law, directive or regulation.



 


		(j)	Notwithstanding
                                            any provision of any Finance Document to the contrary, none of the Agents nor the Security
                                            Agent is 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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		28.9	Responsibility
                                            for documentation



 


None of the Agents, the Security Agent
nor any Arranger is responsible or liable for:


 


		(a)	the
                                            adequacy, accuracy or completeness of any information (whether oral or written) supplied
                                            by an Agent, the Security Agent, an Arranger, an Obligor or any other person in or in connection
                                            with any Finance Document or the Information Memorandum 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; or



 


		(b)	the
                                            legality, validity, effectiveness, adequacy or enforceability of any Finance Document or
                                            the Security Property 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 Security
                                            Property;



 


		(c)	checking,
                                            enquiring or investigating the adequacy, accuracy or completeness of any communication delivered
                                            to it under any of the Finance Documents, any legal or other opinions, reports, valuations,
                                            certificates, appraisals or other documents delivered or made or required to be delivered
                                            or made at any time in connection with any of the Finance Documents, any security to be constituted
                                            thereby or any other report or other document, statement or information circulated, delivered
                                            or made, whether orally or otherwise and whether before, on or after the date thereof; or



 


		(d)	any
                                            determination as to whether any information provided or to be provided to any Secured 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.



 


		28.10	No
                                            duty to monitor



 


None of the Agents nor the Security
Agent shall 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,



 


and each Agent and the Security Agent
shall be entitled to assume, unless it has received express notice to the contrary, that each other Party is complying with its obligations
under the Finance Documents.


 


		28.11	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 an Agent, the Security Agent or any Receiver
                                            or Delegate), none of the Agents, the Security Agent nor any Receiver or Delegate will 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 Security Property, 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 Security Property 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 Security Property;



 


		(iii)	any
                                            shortfall which arises on the enforcement or realisation of the Security Property; or



 






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		(iv)	without
                                            prejudice to the generality of paragraphs (i) to (iii) 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 an Agent, the Security Agent, that Receiver or that Delegate (as applicable))
                                            may take any proceedings against any officer, employee or agent of an Agent, the Security
                                            Agent, a Receiver or a Delegate in respect of any claim it might have against the Agent,
                                            the Security Agent, a Receiver or a Delegate 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 Security
                                            Property and any officer, employee or agent of an Agent, the Security Agent, a Receiver or
                                            a Delegate may rely on this Clause ‎‎28.11 subject to Clause ‎‎1.4 (Third
                                            party rights) and the provisions of the Third Parties Act.



 


		(c)	None
                                            of the Agents nor the Security Agent will 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
                                            an Agent or the Security Agent (as applicable) if an Agent or the Security Agent (as applicable)
                                            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 an Agent
                                            or the Security Agent (as applicable) for that purpose.



 


		(d)	Nothing
                                            in this Agreement shall oblige an Agent, the Security Agent or an Arranger to carry out:



 


		(i)	any
                                            "know your customer" 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 Finance Party or for any Affiliate of any Finance Party,






 


on behalf of any Finance
                                            Party and each Finance Party confirms to each Agent, the Security Agent and each Arranger
                                            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 an Agent, the Security Agent
                                            or an Arranger.


 


		(e)	Without
                                            prejudice to any provision of any Finance Document excluding or limiting the liability of
                                            an Agent, the Security Agent, any Receiver or Delegate, any liability of an Agent, the Security
                                            Agent, any Receiver or Delegate arising under or in connection with any Finance Document
                                            or the Security Property shall be limited to the amount of actual loss which has been finally
                                            judicially determined to have been suffered (as determined by reference to the date of default
                                            of an Agent, the Security Agent, Receiver or Delegate 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 an Agent, the Security Agent, any Receiver or Delegate at any time
                                            which increase the amount of that loss. In no event shall an Agent, the Security Agent, any
                                            Receiver or Delegate 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 an Agent, the Security Agent, the Receiver or Delegate has been advised of the possibility
                                            of such loss or damages.



 






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		28.12	Lenders'
                                            indemnity to the Facility 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 Facility 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
Facility Agent (otherwise than by reason of the Facility Agent’s gross negligence or wilful misconduct) (or in the case of any
cost, loss or liability pursuant to Clause ‎‎32.11 (Disruption to payment systems etc.) notwithstanding the Facility
Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of
the Facility Agent) in acting as Facility Agent under the Finance Documents (unless the Facility Agent has been reimbursed by an Obligor
pursuant to a Finance Document).


 


		28.13	Lenders'
                                            indemnity to the Security 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 Security Agent and every Receiver and every Delegate, 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
any of them (otherwise than by reason of that Security Agent's, Receiver's or Delegate's gross negligence or wilful misconduct) in acting
as Security Agent, Receiver or Delegate under the Finance Documents (unless the Security Agent, the Receiver or the Delegate has been
reimbursed by an Obligor pursuant to a Finance Document).


 


		28.14	Resignation
                                            of the Agents and the Security Agent



 


		(a)	Each
                                            of the Agents and the Security Agent may resign (without giving any reason) and appoint one
                                            of its Affiliates (acting through an office in a financial centre in the United States in
                                            the same time zone as New York in the case of the U.S. Dollar Swingline Agent) as successor
                                            by giving notice to the other Finance Parties and the Company.



 


		(b)	Alternatively,
                                            an Agent or the Security Agent may resign (without giving any reason) by giving 30 days'
                                            notice to the other Finance Parties and the Company, in which case the Majority Lenders (after
                                            consultation with the other Finance Parties and the Company) may appoint a successor Agent
                                            or Security Agent (as applicable).



 


		(c)	If
                                            the Majority Lenders have not appointed a successor Agent or Security Agent in accordance
                                            with paragraph (b) above within 20 days after notice of resignation has been given, the retiring
                                            Agent or Security Agent (as applicable) (after consultation with the other Finance Parties
                                            and the Company) may appoint a successor Agent or Security Agent (as applicable) (acting
                                            through an office in the United Kingdom or a financial centre in the United States in the
                                            same time zone as New York in the case of the U.S. Dollar Swingline Agent).



 


		(d)	If
                                            an Agent wishes to resign because (acting reasonably) it has concluded that it is no longer
                                            appropriate for it to remain as agent and that Agent is entitled to appoint a successor Agent
                                            under paragraph (c) above, an 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 ‎‎28
                                            and any other term of this Agreement dealing with the rights or obligations of that 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 or Security Agent (as applicable) shall, at the Company’s cost, make
                                            available to the successor Agent or Security Agent (as applicable) such documents and records
                                            and provide such assistance as the successor Agent or Security Agent may reasonably request
                                            for the purposes of performing its functions as Agent or Security Agent (as applicable) under
                                            the Finance Documents.



 


		(f)	The
                                            resignation notice of an Agent or Security Agent (as applicable) shall only take effect upon:



 


		(i)	the
                                            appointment of a successor; and



 


		(ii)	(in
                                            the case of the Security Agent), the transfer of the Security Property to that successor.



 






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Upon
the appointment of a successor, the retiring Agent or Security Agent (as applicable) shall be discharged from any further obligation
in respect of the Finance Documents (other than its obligations under paragraph (b) of Clause ‎‎28.27 (Winding up of
security agent arrangements) and (e) above) but shall remain entitled to the benefit of Clause ‎‎16.3 (Indemnity to each
Agent), Clause ‎‎16.4 (Indemnity to the Security Agent), Clause 18 (Costs and expenses) and this Clause ‎‎28
(and any fees for the account of the retiring Agent or Security Agent (as applicable) shall cease to accrue from (and shall be payable
on) that date). Its 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.


 


		(g)	An
                                            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 that Agent under the Finance Documents, either:



 


		(i)	that
                                            Agent fails to respond to a request under Clause ‎‎14.8 (FATCA information)
                                            and a Lender reasonably believes that that 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 that Agent pursuant to Clause ‎‎14.8 (FATCA information)
                                            indicates that that Agent will not be (or will have ceased to be) a FATCA Exempt Party on
                                            or after that FATCA Application Date; or



 


		(iii)	that
                                            Agent notifies the Company and the Lenders that it will not be (or will have ceased to be)
                                            a FATCA Exempt Party on or after that FATCA Application Date, 



 


and (in each case) a Lender
                                            reasonably believes that a Party will be required to make a FATCA Deduction that would not
                                            be required if that Agent were a FATCA Exempt Party, and that Lender, by notice to that Agent,
                                            requires it to resign.


 


		28.15	Replacement
                                            of an Agent



 


		(a)	After
                                            consultation with the Company, the Majority Lenders may, by giving 30 days' notice to an
                                            Agent (or, at any time an Agent is an Impaired Agent, by giving any shorter notice determined
                                            by the Majority Lenders), replace that Agent by appointing a successor Agent (acting through
                                            an office in a financial centre in the United States in the same time zone as New York in
                                            the case of the U.S. Dollar Swingline Agent).



 


		(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 Clause
                                            ‎‎16.3 (Indemnity to each Agent) and this Clause ‎‎28 (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.



 






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		28.16	Confidentiality



 


		(a)	In
                                            acting as agent or security agent for the Finance Parties or Secured Parties, each Agent
                                            or Security Agent (as applicable) 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 an Agent or Security Agent,
                                            it may be treated as confidential to that division or department and that Agent or Security
                                            Agent (as applicable) shall not be deemed to have notice of it.



 


		28.17	Relationship
                                            with the other Finance Parties



 


		(a)	Subject
                                            to Clause ‎‎26.10 (Pro rata interest settlement), each Agent may treat the
                                            person shown in its records as Lender at the opening of business (in the place of that 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)	Any
                                            Lender may by notice to each 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 and (where communication by electronic
                                            mail or other electronic means is permitted under Clause ‎‎34.6 (Electronic communication))
                                            electronic mail address and/or any other information required to enable the transmission
                                            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,
                                            electronic mail address (or such other information), department and officer by that Lender
                                            for the purposes of Clause ‎‎34.2 (Addresses) and paragraph (a)(ii) of Clause
                                            ‎‎34.6 (Electronic communication) and each 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.



 


		(c)	Each
                                            Secured Party shall supply the Security Agent with any information that the Security Agent
                                            may reasonably specify as being necessary or desirable to enable the Security Agent to perform
                                            its functions as Security Agent.



 


		28.18	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 each
Agent, the Security Agent and each Arranger 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, the
                                            Security Property 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 Security
                                            Property;



 






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		(c)	whether
                                            that Lender 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 Security
                                            Property, 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 Security Property;



 


		(d)	the
                                            adequacy, accuracy or completeness of the Information Memorandum and any other information
                                            provided by an Agent, the Security Agent, any Party or by any other person under or in connection
                                            with any Finance Document, the transactions contemplated by any Finance Document 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 Security
                                            Assets, the priority of any of the Transaction Security or the existence of any Security
                                            affecting the Security Assets.



 


		28.19	Deduction
                                            from amounts payable by an Agents or Security Agent



 


If any Party owes an amount to an Agent
or the Security Agent under the Finance Documents, that Agent or the Security Agent (as the case may be) may, after giving notice to
that Party, deduct an amount not exceeding that amount from any payment to that Party which that Agent or the Security Agent (as the
case may be) 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.


 


		28.20	Reliance
                                            and engagement letters



 


Each Finance Party and Secured Party
confirms that each of the Arrangers, the Agents and the Security Agent has authority to accept on its behalf (and ratifies the acceptance
on its behalf of any letters or reports already accepted by an Arranger, an Agent or the Security Agent) the terms of any reliance letter
or engagement letters relating to any reports or letters provided by accountants, auditors or providers of due diligence reports 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.


 


		28.21	No
                                            responsibility to perfect Transaction Security



 


The Security Agent shall not be liable
for any failure to:


 


		(a)	require
                                            the deposit with it of any deed or document certifying, representing or constituting the
                                            title of any Obligor to any of the Security Assets;



 


		(b)	obtain
                                            any licence, consent or other authority for the execution, delivery, legality, validity,
                                            enforceability or admissibility in evidence of any Finance Document or the Transaction Security;



 


		(c)	register,
                                            file or record or otherwise protect any of the Transaction Security (or the priority of any
                                            of the Transaction Security) under any law or regulation or to give notice to any person
                                            of the execution of any Finance Document or of the Transaction Security;



 


		(d)	take,
                                            or to require any Obligor to take, any step to perfect its title to any of the Security Assets
                                            or to render the Transaction Security effective or to secure the creation of any ancillary
                                            Security under any law or regulation; or



 


		(e)	require
                                            any further assurance in relation to any Security Document.



 






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		28.22	Custodians
                                            and nominees



 


The Security Agent may appoint and pay
any person to act as a custodian or nominee on any terms in relation to any Security Property as the Security Agent may determine, including
for the purpose of depositing with a custodian this Agreement or any document relating to the Security Property and the Security Agent
shall not be responsible for any loss, liability, expense, demand, cost, claim or proceedings incurred by reason of the misconduct, omission
or default on the part of any person appointed by it under this Agreement or be bound to supervise the proceedings or acts of any person.


 


		28.23	Insurance
                                            by Security Agent



 


The Security Agent shall not be obliged:


 


		(a)	to
                                            insure any of the Security Assets;



 


		(b)	to
                                            require any other person to maintain any insurance; or



 


		(c)	to
                                            verify any obligation to arrange or maintain insurance contained in any Finance Document,



 


and
                                            the Security Agent shall not be liable for any damages, costs or losses to any person as
                                            a result of the lack of, or inadequacy of, any such insurance and nor shall the Security
                                            Agent be liable for paying any premiums in respect of any insurance policy. Where the Security
                                            Agent is to be named on any insurance policy, it should be named as a loss payee.


 


		28.24	Delegation
                                            by the Security Agent



 


		(a)	Each
                                            of the Security Agent, any Receiver and any Delegate may, at any time, delegate by power
                                            of attorney or otherwise to any person for any period, all or any right, power, authority
                                            or discretion vested in it in its capacity as such.



 


		(b)	That
                                            delegation may be made upon any terms and conditions (including the power to sub-delegate)
                                            subject to any restrictions that the Security Agent, that Receiver or that Delegate (as the
                                            case may be) may, in its discretion, think fit in the interests of the Secured Parties.



 


		(c)	No
                                            Security Agent, Receiver or Delegate shall be bound to supervise, or be in any way responsible
                                            for any damages, costs or losses incurred by reason of any misconduct, omission or default
                                            on the part of any such delegate or sub-delegate.



 


		28.25	Additional
                                            Security Agents



 


		(a)	The
                                            Security Agent may at any time appoint (and subsequently remove) any person to act as a separate
                                            trustee or as a co-trustee jointly with it:



 


		(i)	if
                                            it considers that appointment to be in the interests of the Secured Parties;



 


		(ii)	for
                                            the purposes of conforming to any legal requirement, restriction or condition which the Security
                                            Agent deems to be relevant; or



 


		(iii)	for
                                            obtaining or enforcing any judgment in any jurisdiction, and the Security Agent shall
                                            give prior notice to the Company and the Secured Parties of that appointment.



 






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		(b)	Any
                                            person so appointed shall have the rights, powers, authorities and discretions (not exceeding
                                            those given to the Security Agent under or in connection with the Finance Documents) and
                                            the duties, obligations and responsibilities that are given or imposed by the instrument
                                            of appointment.



 


		(c)	The
                                            remuneration that the Security Agent may pay to that person, and any costs and expenses incurred
                                            by that person in performing its functions pursuant to that appointment, shall, for the purposes
                                            of this Agreement, be treated as costs and expenses incurred by the Security Agent.



 


		28.26	Acceptance
                                            of title



 


The Security Agent shall be entitled
to accept without enquiry, and shall not be obliged to investigate, any right and title that any Obligor may have to any of the Security
Assets and shall not be liable for, or bound to require any Obligor to remedy, any defect in its right or title. The Security Agent shall
not be required to be or to become the registered holder of title of any Security Asset prior to enforcement of the Security Property.


 


		28.27	Winding
                                            up of security agent arrangements



 


If the Security Agent, with the approval
of the Facility Agent, determines that:


 


		(a)	all
                                            of the Secured Liabilities and all other obligations secured by the Security Documents have
                                            been fully and finally discharged; and



 


		(b)	no
                                            Secured Party is under any commitment, obligation or liability (actual or contingent) to
                                            make advances or provide other financial accommodation to any Obligor pursuant to the Finance
                                            Documents,



 


then:


 


		(i)	the
                                            security agent arrangements and the trusts set out in this Agreement shall be wound up and
                                            the Security Agent shall release, without recourse or warranty, all of the Transaction Security
                                            and the rights of the Security Agent under each of the Security Documents; and



 


		(ii)	any
                                            Security Agent which has resigned pursuant to Clause ‎‎28.14 (Resignation of the
                                            Agents and the Security Agent) shall release, without recourse or warranty, all of its
                                            rights under each Security Document.



 


		28.28	Powers
                                            supplemental to Trustee Acts



 


The rights, powers, authorities and
discretions given to the Security Agent under or in connection with the Finance Documents shall be supplemental to the Trustee Act 1925
and the Trustee Act 2000 and in addition to any which may be vested in the Security Agent by law or regulation or otherwise.


 


		28.29	Disapplication
                                            of Trustee Acts



 


Section 1 of the Trustee Act 2000 shall
not apply to the duties of the Security Agent in relation to the trusts constituted by this Agreement. Where there are any inconsistencies
between the Trustee Act 1925 or the Trustee Act 2000 and the provisions of this Agreement, the provisions of this Agreement shall, to
the extent permitted by law and regulation, prevail and, in the case of any inconsistency with the Trustee Act 2000, the provisions of
this Agreement shall constitute a restriction or exclusion for the purposes of that Act.


 






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		28.30	Appointment
                                            of agents



 


The Security Agent may, instead of acting
personally, employ any agent on any terms, to transact or conduct, or concur in transacting or conducting, any business and to do or
concur in doing all acts required to be done by the Security Agent (including the receipt and payment of money) and the Security Agent
shall not be responsible for any misconduct on the part of any person approved by it hereunder or be bound to supervise the proceedings
or acts of any such person appointed with reasonable care hereunder.


 


		28.31	Deductions
                                            or withholding



 


The Security Agent is not responsible
for making any deductions or withholding in respect of Taxes or other governmental charges in respect of any amounts paid by or on behalf
of the Security Agent from the proceeds of any enforcement or realisation of the Security Property.


 


		28.32	Amounts
                                            paid in error



 


		(a)	If
                                            the Facility Agent pays an amount to another Party and the Facility Agent notifies that Party
                                            that that payment was an Erroneous Payment then the Party to whom that amount was paid by
                                            the Facility Agent shall on demand refund the same to the Facility Agent together with interest
                                            on that amount from the date of payment to the date of receipt by the Facility Agent, calculated
                                            by the Facility Agent to reflect its cost of funds.



 


		(b)	The
                                            rights and remedies of the Facility Agent (whether arising under this Clause 28.32 or otherwise)
                                            which relate to an Erroneous Payment will not be affected by any act, omission, matter or
                                            thing which, but for this paragraph (b), would reduce, release or prejudice any such right
                                            or remedy (whether or not known by the Facility Agent or any other Party).



 


		(c)	All
                                            payments to be made by a Party to the Facility Agent (whether made pursuant to this Clause
                                            28.32 or otherwise) which relate to an Erroneous Payment shall be calculated and be made
                                            without (and free and clear of any deduction for) set-off or counterclaim.



 


		29.	Application
                                            of Proceeds



 


		29.1	Order
                                            of application



 


Subject
to Clause ‎‎29.2 (Prospective liabilities), all amounts from time to time received or recovered by the Security
Agent pursuant to the terms of any Finance Document or in connection with the realisation or enforcement of all or any part of the Transaction
Security (for the purposes of this Clause ‎‎29, the "Recoveries") shall be held by the Security Agent for application
at any time as the Security Agent (in its discretion) sees fit, to the extent permitted by applicable law (and subject to the provisions
of this Clause ‎‎29), in the following order:


 


		(d)	in
                                            discharging any sums owing to the Security Agent, any Receiver or any Delegate;



 


		(e)	in
                                            payment of all costs and expenses incurred by each Agent or any Secured Party in connection
                                            with any realisation or enforcement of the Transaction Security taken in accordance with
                                            the terms of this Agreement; and



 


		(f)	in
                                            payment to an Agent for application in accordance with Clause ‎‎32.6 (Partial
                                            payments).



 


		29.2	Prospective
                                            liabilities



 


Following
acceleration, the Security Agent may, in its discretion, hold any amount of the Recoveries in an interest-bearing suspense or
impersonal account(s) in the name of the Security Agent with such financial institution (including itself) and for so long as the Security
Agent shall think fit (the interest being credited to the relevant account) for later application under Clause ‎‎29.1 (Order
of application) in respect of:


 


		(a)	any
                                            sum to the Security Agent, any Receiver or any Delegate; and



 


		(b)	any
                                            part of the Secured Liabilities,



 


that the Security Agent reasonably considers, in each
                                            case, might become due or owing at any time in the future.


 






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		29.3	Investment
                                            of proceeds



 


Prior
to the application of the proceeds of the Recoveries in accordance with Clause ‎‎29.1 (Order of application), the
Security Agent may, in its discretion, hold all or part of those proceeds in an interest-bearing suspense or impersonal account(s) in
the name of the Security Agent with such financial institution (including itself) and for so long as the Security Agent shall think fit
(the interest being credited to the relevant account) pending the application from time to time of those moneys in the Security Agent's
discretion in accordance with the provisions of this Clause ‎‎29.3.


 


		29.4	Currency
                                            Conversion



 


		(a)	For
                                            the purpose of, or pending the discharge of, any of the Secured Liabilities, the Security
                                            Agent may convert any moneys received or recovered by the Security Agent from one currency
                                            to another, at a market rate of exchange.



 


		(b)	The
                                            obligations of any Obligor to pay in the due currency shall only be satisfied to the extent
                                            of the amount of the due currency purchased after deducting the costs of conversion.



 


		29.5	Permitted
                                            Deductions



 


The Security Agent shall be entitled,
in its discretion:


 


		(a)	to
                                            set aside by way of reserve amounts required to meet, and to make and pay, any deductions
                                            and withholdings (on account of taxes or otherwise) which it is or may be required by any
                                            applicable law to make from any distribution or payment made by it under this Agreement;
                                            and



 


		(b)	to
                                            pay all Taxes which may be assessed against it in respect of any of the Security Assets,
                                            or as a consequence of performing its duties, or by virtue of its capacity as Security Agent
                                            under any of the Finance Documents or otherwise (other than in connection with its remuneration
                                            for performing its duties under this Agreement).



 


		29.6	Good
                                            Discharge



 


		(a)	Any
                                            payment to be made in respect of the Secured Liabilities by the Security Agent may be made
                                            to the Facility Agent on behalf of the Finance Parties and any payment made in that way shall
                                            be a good discharge, to the extent of that payment, by the Security Agent.



 


		(b)	The
                                            Security Agent is under no obligation to make the payments to the Facility Agent under paragraph
                                            (a) above in the same currency as that in which the obligations and liabilities owing to
                                            the relevant Finance Party are denominated.



 


		30.	Conduct
                                            of business by the Secured Parties



 


No provision of this Agreement will:


 


		(a)	interfere
                                            with the right of any Secured Party to arrange its affairs (tax or otherwise) in whatever
                                            manner it thinks fit;



 


		(b)	oblige
                                            any Secured 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 Secured Party to disclose any information relating to its affairs (tax or otherwise)
                                            or any computations in respect of Tax.



 






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	31.	Sharing
                                            among the Finance Parties



 


	31.1	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 ‎‎32 (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 Facility Agent;



 


		(b)	the
                                            Facility 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 relevant Agent and distributed in accordance with Clause ‎‎32 (Payment
                                            mechanics), without taking account of any Tax which would be imposed on the relevant
                                            Agent in relation to the receipt, recovery or distribution; and



 


		(c)	the
                                            Recovering Finance Party shall, within three Business Days of demand by the Facility Agent,
                                            pay to the Facility Agent an amount (the "Sharing Payment") equal to such
                                            receipt or recovery less any amount which the Facility Agent determines may be retained by
                                            the Recovering Finance Party as its share of any payment to be made, in accordance with Clause
                                            ‎‎32.6 (Partial payments).



 


	31.2	Redistribution
                                            of payments



 


The
Facility 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 ‎‎32.6
(Partial payments) towards the obligations of that Obligor to the Sharing Finance Parties.


 


	31.3	Recovering
                                            Finance Party's rights



 


On
a distribution by the Facility Agent under Clause ‎‎31.2 (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.


 


	31.4	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 Facility Agent, pay to the Facility 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



 





 






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		(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.



 


	31.5	Exceptions



 


	(a)	This
                                            Clause ‎‎31 shall not apply to the extent that the Recovering Finance Party would
                                            not, after making any payment pursuant to this Clause 31, 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 that other Finance Party of the legal or arbitration proceedings; and



 


		(ii)	that
                                            other Finance Party had an opportunity to participate in those legal or arbitration proceedings
                                            but did not do so as soon as reasonably practicable after having received notice and did
                                            not take separate legal or arbitration proceedings.



 





 






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SECTION
11  


 


ADMINISTRATION


 


	32.	Payment
                                            mechanics



 


	32.1	Payments
                                            to the Agents



 


	(a)	On
                                            each date on which an Obligor or a Lender is required to make a payment under a Finance Document,
                                            that Obligor (subject to Clause ‎‎32.12 (Payments to the Security Agent))
                                            or Lender shall make the same available:



 


		(i)	in
                                            relation to a payment in respect of a U.S. Dollar Swingline Loan, to the U.S. Dollar Swingline
                                            Agent;



 


		(ii)	in
                                            relation to a payment in relation to a Euro Swingline Loan or a Sterling Swingline Loan,
                                            to the €/£ Swingline Agent;



 


		(iii)	in
                                            relation to a payment in relation to a Swiss Francs Swingline Loan, to the Swiss Francs Swingline
                                            Agent;



 


		(iv)	in
                                            relation to a payment in relation to a Danish Krone Swingline Loan/Norwegian Krone Swingline
                                            Loan/Swedish Krona Swingline Loan, to the Danish Krone/Norwegian Krone/Swedish Krona Swingline
                                            Agent;



 


		(v)	in
                                            relation to a payment in relation to a Swingline Facility F Nordic Loan, to the Facility
                                            F Swingline Agent; and



 


		(vi)	in
                                            relation to any other payment, to the Facility 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 relevant 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 the principal financial centre of the country of that currency
                                            (or, in relation to euro, in the principal financial centre in a Participating Member State
                                            or London, in the case of a U.S. Dollar Swingline Loan, New York) and with such bank as the
                                            relevant Agent, in each case, specifies.



 


	32.2	Distributions
                                            by the Agents



 


Each
payment received by an Agent under the Finance Documents for another Party shall, subject to Clause ‎‎32.3 (Distributions
to an Obligor) and Clause ‎‎32.4 (Clawback and pre-funding) and Clause ‎‎32.12 (Payments to the Security
Agent) and Schedule 6 (Borrowing Base), be made available by the relevant 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 relevant Agent by not less than five Business Days' notice with a bank specified by that
Party in the principal financial centre of the country of that currency (or, in relation to euro, in the principal financial centre of
a Participating Member State or London, as specified by that Party).


 


	32.3	Distributions
                                            to an Obligor



 


Each
Agent and the Security Agent may (with the consent of the Obligor or in accordance with Clause ‎‎33 (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.


 





 






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	32.4	Clawback
                                            and pre-funding



 


	(a)	Where
                                            a sum is to be paid to an Agent or the Security Agent under the Finance Documents for another
                                            Party, that Agent or, as the case may be, the Security 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)	Unless
                                            paragraph (c) below applies, if an Agent or the Security Agent pays an amount to another
                                            Party and it proves to be the case that the relevant Agent or the Security 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 that Agent or, as the case may be, the Security Agent
                                            shall on demand refund the same to that Agent or, as the case may be, the Security Agent
                                            together with interest on that amount from the date of payment to the date of receipt by
                                            that Agent or, as the case may be, the Security Agent, calculated by it to reflect its cost
                                            of funds.



 


	(c)	If
                                            an Agent is willing to make available amounts for the account of the Company before receiving
                                            funds from the Lenders, then, if and to the extent that that Agent does so but it proves
                                            to be the case that it does not then receive funds from a Lender in respect of a sum which
                                            it paid to the Company:



 


		(i)	that
                                            Agent shall notify the Company of that Lender's identity and the Company shall on demand
                                            refund it to that Agent; and



 


		(ii)	the
                                            Lender by whom those funds should have been made available or, if that Lender fails to do
                                            so, the Company, shall on demand pay to that Agent the amount (as certified by that Agent)
                                            which will indemnify that Agent against any funding cost incurred by it as a result of paying
                                            out that sum before receiving those funds from that Lender.



 


	32.5	Impaired
                                            Agent



 


	(a)	If,
                                            at any time, an Agent becomes an Impaired Agent, an Obligor or a Lender which is required
                                            to make a payment under the Finance Documents to that Agent in accordance with Clause ‎‎32.1
                                            (Payments to the Agents) may instead either:



 


		(i)	pay
                                            that amount directly to the required recipient(s); or



 


		(ii)	if
                                            in its absolute discretion it considers that it is not reasonably practicable to pay that
                                            amount directly to the required recipient(s), pay that amount or the relevant part of that
                                            amount to an interest-bearing account held with an 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 (the "Paying Party") and designated as a trust account
                                            for the benefit of the Party or Parties beneficially entitled to that payment under the Finance
                                            Documents (the "Recipient Party" or "Recipient Parties").



 


In each case, such payments must be
made on the due date for payment under the Finance Documents.


 


	(b)	All
                                            interest accrued on the amount standing to the credit of the trust account shall be for the
                                            benefit of the Recipient Party or the Recipient Parties pro rata to their respective entitlements.



 





 






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	(c)	A
                                            Party which has made a payment in accordance with this Clause ‎‎32.5 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 ‎‎28.15 (Replacement
                                            of the Agents), each Paying Party shall (other than to the extent that Party has given
                                            an instruction pursuant to paragraph (e) below) 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 to the relevant Recipient Party or Recipient Parties
                                            in accordance with Clause ‎‎32.2 (Distributions by the Agent).



 


	(e)	A
                                            Paying Party shall, promptly upon request by a Recipient Party and to the extent:



 


		(i)	that
                                            it has not given an instruction pursuant to paragraph (d) above; and



 


		(ii)	that
                                            it has been provided with the necessary information by that Recipient Party,



 


give all requisite instructions to the
bank with whom the trust account is held to transfer the relevant amount (together with any accrued interest) to that Recipient Party.


 


	32.6	Partial
                                            payments



 


	(a)	If
                                            an Agent receives a payment that is insufficient to discharge all the amounts then due and
                                            payable by an Obligor under the Finance Documents, that Agent shall apply that payment towards
                                            the obligations of that Obligor under the Finance Documents in the following order:



 


		(i)	first,
                                            in or towards payment pro rata of any unpaid amount owing to each Agent, the Security Agent,
                                            any Receiver or Delegate;



 


		(ii)	secondly,
                                            in or towards payment pro rata of any unpaid amount owing to each Arranger under the Finance
                                            Documents;



 


		(iii)	thirdly,
                                            in or towards payment pro rata of any accrued interest, fee or commission due but unpaid
                                            under this Agreement;



 


		(iv)	fourthly,
                                            in or towards payment pro rata of any principal due but unpaid under this Agreement; and



 


		(v)	fifthly,
                                            in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.



 


	(b)	The
                                            Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs
                                            (a)(iii) to (v) above.



 


	(c)	Paragraphs
                                            (a) and (b) above will override any appropriation made by an Obligor.



 


	32.7	No
                                            set-off by Obligors



 


All payments to be made by an Obligor
under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.


 


	32.8	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.



 


	32.9	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 Loan or Unpaid Sum or a part of a Loan or Unpaid Sum shall be made in the
                                            currency in which that Loan or Unpaid Sum is denominated, pursuant to this Agreement, 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, pursuant to this Agreement, 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.



 


	32.10	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 Facility 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 Facility Agent (acting reasonably).



 


	(b)	If
                                            a change in any currency of a country occurs, this Agreement will, to the extent the Facility
                                            Agent (acting reasonably and after consultation with the Company) specifies to be necessary,
                                            be amended to comply with any generally accepted conventions and market practice in the Relevant
                                            Market and otherwise to reflect the change in currency.



 


	32.11	Disruption
                                            to payment systems etc.



 


If either the Facility Agent determines
(in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by the Company that a Disruption Event has
occurred:


 


		(a)	the
                                            Facility 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 Facility Agent may deem necessary in the circumstances;



 


		(b)	the
                                            Facility Agent shall not be obliged to consult with the Company in relation to any changes
                                            mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the
                                            circumstances and, in any event, shall have no obligation to agree to such changes;



 





 






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		(c)	the
                                            Facility Agent may consult with the Finance Parties in relation to any changes mentioned
                                            in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable
                                            to do so in the circumstances;



 


		(d)	any
                                            such changes agreed upon by the Facility 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 ‎‎38 (Amendments and waivers);



 


		(e)	the
                                            Facility 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 Facility Agent) arising as a result of its taking, or failing to take,
                                            any actions pursuant to or in connection with this Clause ‎‎32.11; and



 


		(f)	the
                                            Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph
                                            (d) above.



 


	32.12	Payments
                                            to the Security Agent



 


Notwithstanding any other provision of
any Finance Document, at any time after any Security created by or pursuant to any Security Document becomes enforceable, the Security
Agent may require:


 


		(a)	any
                                            Obligor to pay all sums due under any Finance Document; or



 


		(b)	an
                                            Agent to pay all sums received or recovered from an Obligor under any Finance Document,



 


in each case as the Security Agent
may direct for application in accordance with the terms of the Security Documents.


 


	32.13	Parallel
                                            Debt



 


	(a)	Each
                                            Obligor hereby irrevocably and unconditionally undertakes to pay to the Security Agent amounts
                                            equal to any amounts owing from time to time by that Obligor to any Secured Party under any
                                            Finance Document as and when those amounts are due.



 


	(b)	Each
                                            Obligor and the Security Agent acknowledge that the obligations of each Obligor under paragraph
                                            (a) are several and are separate and independent from, and shall not in any way limit or
                                            affect, the corresponding obligations of that Obligor to any Secured Party under any Finance
                                            Document (its "Corresponding Debt") and the amounts for which each Obligor
                                            is liable under paragraph (a) (its "Parallel Debt") shall not be limited
                                            or affected in any way by its Corresponding Debt, provided that:



 


		(i)	the
                                            Parallel Debt of each Obligor shall be decreased to the extent that its Corresponding Debt
                                            has been irrevocably paid or (in the case of guarantee obligations) discharged;



 


		(ii)	the
                                            Corresponding Debt of each Obligor shall be decreased to the extent that its Parallel Debt
                                            has been irrevocably paid or (in the case of guarantee obligations) discharged; and



 


		(iii)	the
                                            amount of the Parallel Debt of an Obligor shall at all times be equal to the amount of its
                                            Corresponding Debt.



 


	(c)	For
                                            the purpose of this Clause ‎‎32.13, the Security Agent acts in its own name and not
                                            as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust.
                                            The Security granted under the Finance Documents to the Security Agent to secure the Parallel
                                            Debt is granted to the Security Agent in its capacity as creditor of the Parallel Debt and
                                            shall not be held on trust.



 





 






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	(d)	All
                                            monies received or recovered by the Security Agent pursuant to this Clause ‎‎32.13,
                                            and all amounts received or recovered by the Security Agent from or by the enforcement of
                                            any Security granted to secure the Parallel Debt, shall be applied in accordance with Clause
                                            ‎‎32.6 (Partial payments).



 


	(e)	Without
                                            limiting or affecting the Security Agent's rights against the Obligors (whether under this
                                            Clause ‎‎32.13 or under any other provision of the Finance Documents), each Obligor
                                            acknowledges that:



 


		(i)	nothing
                                            in this Clause ‎‎32.13 shall impose any obligation on the Security Agent to advance
                                            any sum to any Obligor or otherwise under any Finance Document, except in its capacity as
                                            Lender; and



 


		(ii)	for
                                            the purpose of any vote taken under any Finance Document, the Security Agent shall not be
                                            regarded as having any participation or commitment other than those which it has in its capacity
                                            as a Lender.



 


	33.	Set-off



 


While 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 (other than in its capacity, if any, as a Clearing Participant
or Co-operating Clearing House) 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.


 


	34.	Notices



 


	34.1	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 letter.


 


	34.2	Addresses



 


The address (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 Guarantor, that identified with its name below;



 


		(b)	in
                                            the case of each Lender, that notified in writing to the Facility Agent on or prior to the
                                            date on which it becomes a Party; and



 


		(c)	in
                                            the case of each Agent and the Security Agent, that identified with its name below,



 


or any substitute address or department
or officer as the Party may notify to the Facility Agent (or the Facility Agent may notify to the other Parties, if a change is made
by the Facility Agent) by not less than five Business Days' notice.


 





 






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	34.3	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, 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 ‎‎34.2
                                            (Addresses), if addressed to that department or officer.



 


	(b)	Any
                                            communication or document to be made or delivered to an Agent or the Security Agent will
                                            be effective only when actually received by that Agent or the Security Agent and then only
                                            if it is expressly marked for the attention of the department or officer identified with
                                            the relevant Agent’s or the Security Agent’s signature below (or any substitute
                                            department or officer as the relevant Agent or the Security Agent shall specify for this
                                            purpose).



 


	(c)	All
                                            notices from or to an Obligor shall be sent through the Facility Agent or, where appropriate,
                                            a Swingline Agent copied to the Facility Agent.



 


	(d)	Any
                                            communication or document made or delivered to the Company in accordance with this Clause
                                            ‎34 will be deemed to have been made or delivered to each of the Obligors.



 


	(e)	Any
                                            communication or document which becomes effective, in accordance with paragraphs (a) to (d)
                                            above, after 5:00 p.m. in the place of receipt shall be deemed only to become effective on
                                            the following day.



 


	34.4	Notification
                                            of address



 


Promptly upon changing its address,
the relevant Agent shall notify the other Parties.


 


	34.5	Communication
                                            when Agent is Impaired Agent



 


If an Agent is an Impaired Agent, the
Parties and the Collateral Monitor may, instead of communicating with each other through such Agent, communicate with each other directly
and (while such 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 such Agent shall be varied so that communications may be made and notices given to or by the relevant Parties or
the Collateral Monitor directly. This provision shall not operate after a replacement Agent has been appointed.


 


	34.6	Electronic
                                            communication



 


	(a)	Any
                                            communication to be made between any two Parties under or in connection with the Finance
                                            Documents may be made by electronic mail or other electronic means (including, without limitation,
                                            by way of posting to a secure website) if those two Parties:



 


		(i)	notify
                                            each other in writing of their electronic mail address and/or any other information required
                                            to enable the transmission of information by that means; and



 


		(ii)	notify
                                            each other of any change to their address or any other such information supplied by them
                                            by not less than five Business Days' notice.



 


	(b)	Any
                                            such electronic communication as specified in paragraph (a) above to be made between an Obligor
                                            and a Finance Party may only be made in that way to the extent that those two Parties agree
                                            that, unless and until notified to the contrary, this is to be an accepted form of communication.



 





 






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	(c)	Any
                                            such electronic communication as specified in paragraph (a) above made between any two Parties
                                            will be effective only when actually received (or made available) in readable form and, in
                                            the case of any electronic communication made by a Party to an Agent, only if it is addressed
                                            in such a manner as the relevant Agent shall specify for this purpose.



 


	(d)	Any
                                            electronic communication which becomes effective, in accordance with paragraph (c) above,
                                            after 5:00 p.m. in the place in which the Party to whom the relevant communication is sent
                                            or made available has its address for the purpose of this Agreement shall be deemed only
                                            to become effective on the following day.



 


	(e)	Any
                                            reference in a Finance Document to a communication being sent or received shall be construed
                                            to include that communication being made available in accordance with this Clause ‎‎34.6.



 


	34.7	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 an Agent or the Security Agent, accompanied by a certified
                                            English translation and, in this case, the English translation will prevail unless the document
                                            is a constitutional, statutory or other official document.



 


	35.	Calculations
                                            and certificates



 


	35.1	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.


 


	35.2	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.


 


	35.3	Day
                                            count convention and interest calculation



 


	(a)	Subject
                                            to paragraph (b) below, any interest, commission or fee accruing under a Finance Document
                                            will accrue from day to day and is calculated:



 


		(i)	on
                                            the basis of the actual number of days elapsed and a year of 360 days (or, in any case where
                                            the practice in the Relevant Market differs, in accordance with that market practice); and



 


		(ii)	subject
                                            to paragraph ‎(c) below,
                                            without rounding.



 


	(b)	All
                                            computations of interest for any U.S. Dollar Swingline Loan when the Swingline Rate is determined
                                            by reference to Bank of America's "prime commercial lending rate" shall be made
                                            on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed.



 


	(c)	The
                                            aggregate amount of any accrued interest, commission or fee which is, or becomes, payable
                                            by an Obligor under a Finance Document shall be rounded to 2 decimal places.



 





 






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	36.	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.


 


	37.	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 of the Finance Documents. No waiver or election to affirm any Finance Document on the
part of any Finance Party shall be effective unless in writing. 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 each Finance Document are
cumulative and not exclusive of any rights or remedies provided by law.


 


	38.	Amendments
                                            and waivers



 


	38.1	Required
                                            consents



 


	(a)	Subject
                                            to Clause ‎‎38.2 (All Lender matters) and Clause ‎‎38.3 (Other
                                            exceptions) any term of the Finance Documents may be amended or waived only with the
                                            consent of the Majority Lenders and the Obligors and any such amendment or waiver will be
                                            binding on all Parties.



 


	(b)	The
                                            Facility Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted
                                            by this Clause 38.



 


	(c)	Paragraph
                                            (c) of Clause ‎‎26.10 (Pro rata interest settlement) shall apply to this Clause
                                            ‎‎38.



 


	38.2	All
                                            Lender matters



 


Subject
to Clause ‎‎38.7 (Changes to reference rates) an amendment or waiver of any term of any Finance Document that has
the effect of changing or which relates to:


 


		(a)	the
                                            definition of "Majority Lenders" in Clause ‎‎1.1 (Definitions);



 


		(b)	an
                                            extension to the date of payment of any amount under the Finance Documents;



 


		(c)	a
                                            reduction in the Margin or a reduction in the amount of any payment of principal, interest,
                                            fees or commission payable;



 


		(d)	a
                                            change in currency of payment of any amount under the Finance Documents;



 


		(e)	an
                                            increase in any Commitment, an extension of any Availability Period or any requirement that
                                            a cancellation of Commitments reduces the Commitments of the Lenders rateably under the Facility;



 


		(f)	a
                                            change to the Company or the Guarantor other than in accordance with Clause ‎‎27
                                            (Changes to the Obligors);



 


		(g)	any
                                            provision which expressly requires the consent of all the Lenders;



 


		(h)	Clause
                                            ‎‎2.4 (Finance Parties' rights and obligations), Clause ‎‎5.1 (Delivery
                                            of a Utilisation Request for Revolving Loans), Clause 6.1 (Delivery of a Utilisation
                                            Request for Swingline Loans), Clause ‎‎9.1 (Illegality), Clause ‎‎9.2
                                            (Change of control and Cboe Merger Event), Clause ‎‎9.8 (Application of
                                            prepayments), Clause ‎‎26 (Changes to the Lenders), Clause ‎‎27
                                            (Changes to the Obligors), Clause ‎‎31 (Sharing among the Finance Parties),
                                            Clause ‎‎43 (Governing law), Clause ‎‎44.1 (Jurisdiction) or
                                            this Clause ‎‎38;



 





 






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		(i)	the
                                            release of any Security created pursuant to any Security Document or of any Collateral (except
                                            as provided in any Security Document);



 


		(j)	the
                                            nature or scope of the guarantee and indemnity granted under Clause ‎‎19 (Guarantee
                                            and indemnity); or



 


		(k)	changes
                                            to the Securities Discount and/or the Currency Discount as set out in Part I of Schedule
                                            6 (Borrowing Base),



 


shall not be made without the prior
consent of all the Lenders.


 


	38.3	Other
                                            exceptions



 


	(a)	An
                                            amendment or waiver which relates to the rights or obligations of an Agent, the Security
                                            Agent or an Arranger (each in their capacity as such) may not be effected without the consent
                                            of that Agent, the Security Agent or that Arranger, as the case may be.



 


	(b)	Any
                                            amendment or waiver applies or would, but for this paragraph (b), apply which:



 


		(i)	relates
                                            only to the rights or obligations applicable to a particular Loan, Facility or class of Lender;
                                            and



 


		(ii)	does
                                            not materially and adversely affect the rights or interest of Lenders in respect of any other
                                            Loan or Facility or another class of Lender,



 


may
be made in accordance with this Clause 38 but as if references in this Clause 38 to the specified proportion of Lender (including,
for the avoidance of doubt, all the Lenders) whose consent would, but for this paragraph (b), be required for that amendment or waiver
were to that proportion of the Lenders participating in that particular Loan or Facility or forming part of that particular class.


 


	38.4	Disenfranchisement
                                            of Defaulting Lenders



 


	(a)	For
                                            so long as a Defaulting Lender has any Available Commitment, in ascertaining:



 


		(i)	the
                                            Majority Lenders; or



 


		(ii)	whether:



 


		(A)	any
                                            given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments
                                            under the relevant Facility/ies; or



 


		(B)	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,


 


that Defaulting Lender's (and its Related
Lender’s) Commitments under the relevant Facility/ies will be reduced by the amount of its Available Commitments under the Facility/ies
and:


 


		(iii)	to
                                            the extent that that reduction results in that Defaulting Lender’s Total Commitments
                                            being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of
                                            paragraphs (i) and (ii) above; and



 


		(iv)	to
                                            the extent that that reduction results in that Defaulting Lender’s Swingline Commitment
                                            being zero, that Defaulting Lender shall be deemed not to be a Swingline Lender for the purposes
                                            of paragraph (ii)(B) above.



 





 






    147


     


    

 


	(b)	For
                                            the purposes of this Clause ‎38.4, an Agent may assume that the following Lenders are
                                            Defaulting Lenders:



 


		(i)	any
                                            Lender which has notified that Agent that it has become a Defaulting Lender; and



 


		(ii)	any
                                            Lender in relation to which it is aware that any of the events or circumstances referred
                                            to in paragraph (a), (b) or (c) of the definition of "Defaulting Lender" has occurred
                                            (and, in the case of the events and circumstances referred to in paragraph (a) of the definition
                                            of "Defaulting Lender", none of the exceptions referred to in that definition apply),



 


unless it has received notice to the
contrary from the Lender concerned (together with any supporting evidence reasonably requested by that Agent) or that Agent is otherwise
aware that the Lender has ceased to be a Defaulting Lender.


 


	38.5	Excluded
                                            Commitments



 


If any Defaulting Lender fails to respond
to a request for a consent, waiver, amendment of or in relation to any term of any Finance Document or any other vote of Lenders under
the terms of this Agreement within 15 Business Days (unless the Company and the Facility Agent agree to a longer time period in relation
to any request) of that request being made:


 


		(a)	its
                                            Commitment(s) shall not be included for the purpose of calculating the Total Commitments
                                            under the Facility/ies when ascertaining whether any relevant percentage (including, for
                                            the avoidance of doubt, unanimity) of Total Commitments has been obtained to approve that
                                            request; and



 


		(b)	its
                                            status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement
                                            of any specified group of Lenders has been obtained to approve that request.



 


	38.6	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 three Business Days' prior written notice to the Facility Agent and such Lender:



 


		(i)	replace
                                            such Lender by requiring such Lender to (and, to the extent permitted by law such Lender
                                            shall) transfer pursuant to Clause ‎‎26 (Changes to the Lenders) all (and
                                            not part only) of its rights and obligations under this Agreement;



 


		(ii)	require
                                            such Lender to (and, to the extent permitted by law such Lender shall) transfer pursuant
                                            to Clause ‎‎26 (Changes to the Lenders) all (and not part only) of:



 


		(A)	the
                                            undrawn Commitment of the Lender; and



 


		(B)	the
                                            undrawn Swingline Commitment of the Lender; or



 


		(iii)	require
                                            such Lender to (and, to the extent permitted by law such Lender shall) transfer pursuant
                                            to Clause ‎‎26 (Changes to the Lenders) all (and not part only) of its rights
                                            and obligations in respect of its Revolving Facility or its Swingline Facility,



 


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 or all the relevant obligations of the transferring
Lender in accordance with Clause ‎‎26 (Changes to the Lenders) for a purchase price in cash payable at the time
of transfer which is either:


 


		(A)	in
                                            an amount equal to the outstanding principal amount of such Lender's participation in the
                                            outstanding Loans and all accrued interest (to the extent that the Facility Agent has not
                                            given a notification under Clause ‎‎26.10 (Pro rata interest settlement)),
                                            Break Costs and other amounts payable in relation thereto under the Finance Documents; or



 





 






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		(B)	in
                                            an amount agreed between that Defaulting Lender, the Replacement Lender and the Company and
                                            which does not exceed the amount described in paragraph (A) above.



 


	(b)	Any
                                            transfer of rights and obligations of a Defaulting Lender pursuant to this Clause ‎‎38.6
                                            shall be subject to the following conditions:



 


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



 


		(ii)	none
                                            of the Agents 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 three Business Days after the notice referred to in
                                            paragraph (a) above;



 


		(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;



 


		(v)	the
                                            Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to
                                            paragraph (a) 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 to the Replacement Lender; and



 


		(vi)	the
                                            Defaulting Lender shall not be obliged to transfer its rights and obligations pursuant to
                                            paragraph (a) above to the extent that the transfer would result in that Lender (or its Affiliate)
                                            failing to meet the requirement set out in paragraph (f) of Clause ‎‎26.3 (Other
                                            conditions of assignment or transfer).



 


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



 


	38.7	Changes
                                            to reference rates



 


	(a)	Subject
                                            to Clause ‎‎38.3 (Other exceptions), if a Published Rate Replacement Event
                                            has occurred in relation to any Published Rate for a currency which can be selected for a
                                            Loan, any amendment or waiver which relates to:



 


		(i)	providing
                                            for the use of a Replacement Reference Rate in relation to that currency in place of that
                                            Published Rate; and



 


		(ii)	



 


		(A)	aligning
                                            any provision of any Finance Document to the use of that Replacement Reference Rate;



 


		(B)	enabling
                                            that Replacement Reference Rate to be used for the calculation of interest under this Agreement
                                            (including, without limitation, any consequential changes required to enable that Replacement
                                            Reference Rate to be used for the purposes of this Agreement);



 


		(C)	implementing
                                            market conventions applicable to that Replacement Reference Rate;



 





 






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		(D)	providing
                                            for appropriate fallback (and market disruption) provisions for that Replacement Reference
                                            Rate; or



 


		(E)	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
                                            Reference Rate (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 Facility Agent (acting on the instructions of the Majority Lenders) and the Company.


 


	(b)	An
                                            amendment or waiver that relates to, or has the effect of, aligning the means of calculation
                                            of interest on an RFR Loan in any currency under this Agreement to any recommendation of
                                            a Relevant Nominating Body which:



 


		(i)	relates
                                            to the use of a risk-free reference rate on a compounded basis in the international or any
                                            relevant domestic syndicated loan markets; and



 


		(ii)	is
                                            issued on or after the date of the 2021 Amendment and Restatement Agreement,



 


may be made with
the consent of the Facility Agent (acting on the instructions of the Majority Lenders) and the Company.


 


	(c)	If
                                            any Lender fails to respond to a request for an amendment or waiver described in paragraph
                                            (a) or (b) above within 15 Business Days (or such longer time period in relation to any request
                                            which the Company and the Facility Agent may agree) of that request being made:



 


		(i)	its
                                            Commitment(s) shall not be included for the purpose of calculating the Total Commitments
                                            under the Facility/ies when ascertaining whether any relevant percentage of Total Commitments
                                            has been obtained to approve that request; and



 


		(ii)	its
                                            status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement
                                            of any specified group of Lenders has been obtained to approve that request.



 


	39.	Confidential
                                            Information



 


	39.1	Confidentiality



 


Each
Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted
by Clause ‎‎39.2 (Disclosure of Confidential Information) and Clause ‎‎39.3 (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.


 


	39.2	Disclosure
                                            of Confidential Information



 


Any Finance Party may disclose:


 


		(a)	to
                                            any of its Affiliates and Related Funds and any of its or their officers, directors, employees,
                                            professional advisers, auditors, partners and Representatives such Confidential Information
                                            as that Finance Party shall consider appropriate if any person to whom the Confidential Information
                                            is to be given pursuant to this paragraph (a) is informed in writing of its confidential
                                            nature and that some or all of such Confidential Information may be price-sensitive information
                                            except that there shall be no such requirement to so inform if the recipient is subject to
                                            professional obligations to maintain the confidentiality of the information or is otherwise
                                            bound by requirements of confidentiality in relation to the Confidential Information;



 





 






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		(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 or which succeeds
                                            (or which may potentially succeed) it as an Agent and, in each case, to any of that person's
                                            Affiliates, Related Funds, Representatives and professional advisers;



 


		(ii)	with
                                            (or through) whom it enters into (or may potentially enter into), whether directly or indirectly,
                                            any sub-participation in relation to, or any other transaction under which payments are to
                                            be made or may be made by reference to, one or more Finance Documents and/or one or more
                                            Obligors and to any of that person's Affiliates, Related Funds, Representatives and professional
                                            advisers;



 


		(iii)	appointed
                                            by any Finance Party or by a person to whom paragraph (b)(i) or (ii) above applies to receive
                                            communications, notices, information or documents delivered pursuant to the Finance Documents
                                            on its behalf (including, without limitation, any person appointed under paragraph (b) of
                                            Clause ‎‎28.17 (Relationship with the other Finance Parties));



 


		(iv)	who
                                            invests in or otherwise finances (or may potentially invest in or otherwise finance), directly
                                            or indirectly, any transaction referred to in paragraph (b)(i) or (ii) above;



 


		(v)	to
                                            whom information is required or requested to be disclosed by any court of competent jurisdiction
                                            or any governmental, banking, taxation or other regulatory authority or similar body, the
                                            rules of any relevant stock exchange or pursuant to any applicable law or regulation;



 


		(vi)	to
                                            whom information is required to be disclosed in connection with, and for the purposes of,
                                            any litigation, arbitration, administrative or other investigations, proceedings or disputes;



 


		(vii)	to
                                            whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security
                                            (or may do so) pursuant to Clause ‎‎26.9 (Security over Lenders' rights);



 


		(viii)	who
                                            is a Party; or



 


		(ix)	with
                                            the consent of the Company;



 


in each case, such
Confidential Information as that Finance Party shall consider appropriate if:


 


		(A)	in
                                            relation to paragraphs (b)(i), (ii) and (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), (vi) and (vii) above, the person to whom the Confidential
                                            Information is to be given is informed of its confidential nature and that some or all of
                                            such Confidential Information may be price-sensitive information except that there shall
                                            be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable
                                            so to do in the circumstances;



 






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		(c)	to
                                            any person appointed by that Finance Party or by a person to whom paragraph (b)(i) or (ii)
                                            above applies to provide administration or settlement services in respect of one or more
                                            of the Finance Documents including without limitation, in relation to the trading of participations
                                            in respect of the Finance Documents, such Confidential Information as may be required to
                                            be disclosed to enable such service provider to provide any of the services referred to in
                                            this paragraph (c) if the service provider to whom the Confidential Information is to be
                                            given has entered into a confidentiality agreement substantially in the form of the LMA Master
                                            Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such
                                            other form of confidentiality undertaking agreed between the Company and the relevant Finance
                                            Party; and



 


		(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.



 


Nothing in any Finance Document shall
prevent disclosure of any Confidential Information or other matter to the extent that preventing that disclosure would otherwise cause
any transaction contemplated by the Finance Documents or any transaction carried out in connection with any transaction contemplated
by the Finance Documents to become an arrangement described in Part II A 1 of Annex IV of Directive 2011/16/EU.


 


		39.3	Disclosure
                                            to numbering service providers



 


		(a)	Any
                                            Finance Party may disclose to any national or international numbering service provider appointed
                                            by that Finance Party to provide identification numbering services in respect of this Agreement,
                                            the Facilities and/or one or more Obligors the following information:



 


		(i)	names
                                            of Obligors;



 


		(ii)	country
                                            of domicile of Obligors;



 


		(iii)	place
                                            of incorporation of Obligors;



 


		(iv)	date
                                            of this Agreement or the date of the 2021 Amendment and Restatement Agreement;



 


		(v)	Clause
                                            ‎‎43 (Governing law);



 


		(vi)	the
                                            names of an Agent and an Arranger;



 


		(vii)	date
                                            of each amendment and restatement of this Agreement;



 


		(viii)	amounts
                                            of, and names of, the Facilities (and any tranches);



 


		(ix)	amount
                                            of Total Commitments;



 


		(x)	the
                                            Base Currency and the Optional Currencies of the Facilities;



 


		(xi)	type
                                            of the Facilities;



 


		(xii)	ranking
                                            of the Facilities;



 


		(xiii)	Termination
                                            Date of the Facilities;



 


		(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.


 






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		(b)	The
                                            Parties acknowledge and agree that each identification number assigned to this Agreement,
                                            the Facilities and/or one or more Obligors by a numbering service provider and the information
                                            associated with each such number may be disclosed to users of its services in accordance
                                            with the standard terms and conditions of that numbering service provider.



 


		(c)	The
                                            Company represents that none of the information set out in paragraphs (a)(i) to (xv) above
                                            is, nor will at any time be, unpublished price-sensitive information.



 


		(d)	The
                                            Facility Agent shall notify the Company and the other Finance Parties of:



 


		(i)	the
                                            name of any numbering service provider appointed by the Facility Agent in respect of this
                                            Agreement, the Facilities and/or one or more Obligors; and



 


		(ii)	the
                                            number or, as the case may be, numbers assigned to this Agreement, the Facilities and/or
                                            one or more Obligors by such numbering service provider.



 


		39.4	Entire
                                            agreement



 


This
Clause ‎‎39 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.


 


		39.5	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.


 


		39.6	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 ‎‎39.2 (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
                                            ‎‎39.



 






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		39.7	Continuing
                                            obligations



 


The
obligations in this Clause ‎‎39 are continuing and, in particular, shall survive and remain binding on each Finance Party
for a period of 12 months from the earlier of:


 


		(a)	the
                                            date on which all amounts payable by the Obligors under or in connection with this Agreement
                                            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.



 


		40.	Confidentiality
                                            of Funding Rates



 


		40.1	Confidentiality
                                            and disclosure



 


		(a)	Each
                                            Agent and each Obligor agree to keep each Funding Rate confidential and not to disclose it
                                            to anyone, save to the extent permitted by paragraphs (b) and (c) below.



 


		(b)	Each
                                            Agent may disclose:



 


		(i)	any
                                            Funding Rate to the Company pursuant to Clause ‎‎10.5 (Calculation of interest
                                            on Swingline Loans) or Clause ‎‎10.8 (Notifications); and



 


		(ii)	any
                                            Funding Rate 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 Facility Agent and the relevant
                                            Lender, as the case may be.



 


		(c)	An
                                            Agent may disclose any Funding Rate, 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 is to be given
                                            pursuant to this paragraph (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 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 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 Facility 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 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 Facility 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, as the case may be.



 






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		40.2	Related
                                            obligations



 


		(a)	Each
                                            Agent and each Obligor acknowledge that each Funding Rate 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 each Agent and each Obligor undertake
                                            not to use any Funding Rate for any unlawful purpose.



 


		(b)	Each
                                            Agent and each Obligor agree (to the extent permitted by law and regulation) to inform the
                                            relevant Lender, as the case may be:



 


		(i)	of
                                            the circumstances of any disclosure made pursuant to paragraph (c)(ii) of Clause ‎‎40.1
                                            (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 ‎‎40.



 


		40.3	No
                                            Event of Default



 


No
Event of Default will occur under Clause 25.3 (Other obligations) by reason only of an Obligor's failure to comply with
this Clause ‎40.


 


		41.	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. The words "execution," "signed," and "signature,"
and words of like import in any Finance Document shall be deemed to include the consent of each party to any Finance Document to execute
using electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or
enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and
as provided for in any applicable law.


 


		42.	Contractual
                                            Recognition of Bail-In



 


		42.1	Bail-in



 


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


 


		(a)	any
                                            Bail-In Action in relation to any such liability, including (without limitation):



 


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



 


		(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.



 






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SECTION
12  


 


GOVERNING LAW
AND ENFORCEMENT


 


		43.	Governing
                                            law



 


This Agreement and any non-contractual
obligations arising out of or in connection with it are governed by English law.


 


		44.	Enforcement



 


		44.1	Jurisdiction



 


		(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)	Notwithstanding
                                            paragraph (a) above, 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.



 


		44.2	Service
                                            of process



 


Without prejudice to any other mode
of service allowed under any relevant law:


 


		(a)	the
                                            Company irrevocably appoints its London office (ATTN: Compliance Department) of One Snowden
                                            Street, London, EC2A 2DQ United Kingdom, as its agent for service of process in relation
                                            to any proceedings before the English courts in connection with any Finance Document;



 


		(b)	the
                                            Guarantor irrevocably appoints Cboe Worldwide Holdings Limited (ATTN: Antonio Amelia, Company
                                            Secretary) of The Monument Building, 11 Monument Street, London, EC3R 8AF, United Kingdom,
                                            as its agent for service of process in relation to any proceedings before the English courts
                                            in connection with any Finance Document; and



 


		(c)	each
                                            of the Company and the Guarantor agrees that failure by a process agent to notify the Company
                                            or Guarantor, as applicable, of the process will not invalidate the proceedings concerned.



 


		44.3	USA
                                            Patriot Act



 


Each Lender hereby notifies each Obligor that, pursuant
to the requirements of the USA Patriot Act, such Lender is required to obtain, verify and record information that identifies such Obligor,
which information includes the name and address of such Obligor and other information that will allow such Lender to identify such Obligor
in accordance with the USA Patriot Act.


 


		44.4	Waiver
                                            of Jury Trial



 


Each
Party hereby waives any right it may have to a jury trial in respect of any litigation directly or indirectly arising out of, under or
in connection with this Agreement or any of the other Finance Documents or any dealings between the Parties relating to the subject matter
of this Agreement or the Lender/Company/Guarantor relationship. Each Party hereby acknowledges that this waiver is a material inducement
to enter into a business relationship, it has relied on this waiver in entering into this Agreement and it will continue to rely on this
waiver in related future dealings. Each Party hereby further warrants and represents that it has reviewed this waiver with its legal
counsel and it knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. This waiver is irrevocable
and may not be modified other than by a written waiver specifically referring to this Clause 44.4 and executed by each of the
Parties. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.


 






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		44.5	U.S.
                                            QFC rules



 


To the extent that the Finance Documents
provide support, through a guarantee or otherwise, for any Hedging Agreement or any other agreement or instrument that is a QFC (such
support, "QFC Credit Support", and each such QFC, a "Supported QFC"), the parties acknowledge and agree
as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act
and Title II of the Dodd-Frank Act (together with the regulations promulgated thereunder, the "U.S. Special Resolution Regimes")
in respect of such Supported QFC and QFC Credit Support:


 


		(a)	In
                                            the event a Covered Entity that is party to a Supported QFC (each, a "Covered Party")
                                            becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such
                                            Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation
                                            in or under such Supported QFC and such QFC Credit Support, and any rights in property securing
                                            such Supported QFC or such QFC Credit Support) from such Covered Party will be effective
                                            to the same extent as the transfer would be effective under the U.S. Special Resolution Regime
                                            if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights
                                            in property) were governed by the laws of the United States or a state of the United States.
                                            In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to
                                            a proceeding under a U.S. Special Resolution Regime, Default Rights under the Finance Documents
                                            that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised
                                            against such Covered Party are permitted to be exercised to no greater extent than such Default
                                            Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and
                                            the Finance Documents were governed by the laws of the United States or a state of the United
                                            States. Without limitation of the foregoing, it is understood and agreed that rights and
                                            remedies of the parties with respect to a Defaulting Lender shall in no event affect the
                                            rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.



 


		(b)	As
                                            used in this Clause 44.5, the following terms have the following meanings:



 


"BHC Act Affiliate"
of a party means an "affiliate" (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such
party.


 


"Covered Entity"
means any of the following:


 


		(i)	a
                                            "covered entity" as that term is defined in, and interpreted in accordance with,
                                            12 C.F.R. § 252.82(b);



 


		(ii)	a
                                            "covered bank" as that term is defined in, and interpreted in accordance with,
                                            12 C.F.R. § 47.3(b); or



 


		(iii)	a
                                            "covered FSI" as that term is defined in, and interpreted in accordance with, 12
                                            C.F.R. § 382.2(b).



 


"Default Right"
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1,
as applicable.


 


"QFC" has the meaning
assigned to the term "qualified financial contract" in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).


  


This Agreement has been entered into on the
date stated at the beginning of this Agreement.


 






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Schedule
1 

The Original Lenders


 


Part
I 

The Original Revolving Lenders


 


	Name of Original Revolving Lender	 	Revolving

    Facility A

    Commitment (€)	 	 	Revolving

    Facility B

    Commitment	 	 	Revolving

    Facility C

    Commitment	 	 	Revolving

    Facility D

    Commitment	 	 	Revolving

    Facility E

    Commitment	 	 	Revolving

    Facility F

    Commitment	 
	Bank of America Europe DAC	 	 	 	 	 	 	65,500,000	 	 	 	 	 	 	 	36,500,000	 	 	 	 	 	 	 	 	 
	Bank of China Limited, London Branch	 	 	102,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Barclays Bank PLC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	102,000,000	 	 	 	 	 	 	 	 	 
	Citibank, N.A., London Branch	 	 	 	 	 	 	 	 	 	 	36,500,000	 	 	 	 	 	 	 	65,500,000	 	 	 	 	 
	Commerzbank AG	 	 	 	 	 	 	102,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Deutsche Bank Luxembourg S.A.	 	 	102,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Goldman Sachs Bank USA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	102,000,000	 	 	 	 	 	 	 	 	 
	Industrial and Commercial Bank of China Limited London Branch	 	 	102,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	JPMorgan Chase Bank, N.A., London Branch	 	 	102,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Lloyds Bank Plc	 	 	 	 	 	 	 	 	 	 	 	 	 	 	72,000,000	 	 	 	 	 	 	 	 	 
	Nordea Danmark, Filial af Nordea Bank Abp, Finland	 	 	 	 	 	 	 	 	 	 	102,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 
	Royal Bank of Canada	 	 	 	 	 	 	 	 	 	 	 	 	 	 	36,500,000	 	 	 	65,500,000	 	 	 	 	 
	Skandinaviska Enskilda Banken AB (publ)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	102,000,000	 
	The Toronto-Dominion Bank, London Branch	 	 	 	 	 	 	 	 	 	 	 	 	 	 	102,000,000	 	 	 	 	 	 	 	 	 
	Wells Fargo Bank International Unlimited Company	 	 	102,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 






    158


     


    

  


Part
II 

The Original Swingline Lenders


 


	Name of Original Swingline Lender	 	Swingline

    Facility A

    Commitment	 	 	Swingline

    Facility B

    Commitment	 	 	Swingline

    Facility C

    Commitment	 	 	Swingline

    Facility D

    Commitment	 	 	Swingline

    Facility E

    Commitment	 	 	Swingline

    Facility F

    Commitment	 
	Bank of America Europe DAC	 	 	 	 	 	 	65,500,000	 	 	 	 	 	 	 	36,500,000	 	 	 	 	 	 	 	 	 
	Bank of China Limited, London Branch	 	 	102,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Barclays Bank PLC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	102,000,000	 	 	 	 	 	 	 	 	 
	Citibank, N.A., London Branch	 	 	 	 	 	 	 	 	 	 	36,500,000	 	 	 	 	 	 	 	65,500,000	 	 	 	 	 
	Commerzbank AG	 	 	 	 	 	 	102,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Deutsche Bank Luxembourg S.A.	 	 	102,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Goldman Sachs Bank USA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	102,000,000	 	 	 	 	 	 	 	 	 
	Industrial and Commercial Bank of China Limited London Branch	 	 	102,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	JPMorgan Chase Bank, N.A., London Branch	 	 	102,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Lloyds Bank Plc	 	 	 	 	 	 	 	 	 	 	 	 	 	 	72,000,000	 	 	 	 	 	 	 	 	 
	Nordea Danmark, Filial af Nordea Bank Abp, Finland	 	 	 	 	 	 	 	 	 	 	102,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 
	Royal Bank of Canada	 	 	 	 	 	 	 	 	 	 	 	 	 	 	36,500,000	 	 	 	65,500,000	 	 	 	 	 
	Skandinaviska Enskilda Banken AB (publ)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	102,000,000	 
	The Toronto-Dominion Bank, London Branch	 	 	 	 	 	 	 	 	 	 	 	 	 	 	102,000,000	 	 	 	 	 	 	 	 	 
	Wells Fargo Bank International Unlimited Company	 	 	102,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 






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Schedule
2 

Conditions precedent to initial utilisation


 


[Note: These conditions precedent were satisfied
on 1 July 2020]


 


		1.	Obligors



 


		(a)	A
                                            copy of the constitutional documents of each Obligor.



 


		(b)	A
                                            copy of a resolution of the board of directors of each 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; and



 


		(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.



 


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



 


		(d)	A
                                            certificate of each Obligor (signed by a director or, in the case of the Guarantor only,
                                            by an executive officer) confirming that borrowing or guaranteeing or securing, as appropriate,
                                            the Total Commitments would not cause any borrowing, guaranteeing, security or similar limit
                                            binding on that Obligor to be exceeded.



 


		(e)	A
                                            certificate of an authorised signatory of the relevant Obligor certifying that each copy
                                            document relating to it specified in this ‎‎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.



 


		(f)	In
                                            respect of the Company:



 


		(i)	an
                                            up-to-date extract from the Dutch trade register (handelsregister) relating to it
                                            dated no earlier than five Business Days prior to the date of this Agreement;



 


		(ii)	if
                                            applicable, a copy of a resolution of its board of supervisory directors approving the execution
                                            of, and the terms of, and the transactions contemplated by, the Finance Documents;



 


		(iii)	if
                                            applicable, evidence of positive advice of any works council which has jurisdiction over
                                            the Company; and



 


		(iv)	if
                                            applicable, a completed form MR01 in respect of the English Security Agreement and a completed
                                            CRO registration template in agreed form for the Irish Security Agreement.



 


		(g)	In
                                            respect of the Guarantor, a certificate as to the existence and good standing (including
                                            verification of tax status, if available) of the Guarantor from the appropriate governmental
                                            authorities in the Guarantor's jurisdiction of organisation, in form and substance reasonably
                                            satisfactory to the Facility Agent and its counsel.



 


		(h)	Evidence
                                            that the Company is recognised as a Qualifying Central Counterparty by the DNB and the AFM
                                            under EMIR and the Dutch Financial Supervision Act.



 






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		2.	Security



 


		(a)	A
                                            copy of each Security Document duly executed by the Parties to it.



 


		(b)	An
                                            account control letter to the Custodians, signed by the Company and acknowledged by each
                                            Custodian, each such letter to be signed by the person to whom that letter was addressed,
                                            all as required by the Collateral Monitoring Deed.



 


		(c)	A
                                            Collateral Schedule, in accordance with Part I of Schedule 6 (Borrowing Base).



 


		3.	Legal
                                            opinions



 


		(a)	An
                                            enforceability legal opinion of Linklaters LLP, legal advisers to the Arrangers and the Facility
                                            Agent in England, substantially in the form distributed to the Original Lenders prior to
                                            signing this Agreement.



 


		(b)	A
                                            capacity legal opinion of Linklaters LLP, legal advisers to the Arrangers and the Facility
                                            Agent in the Netherlands, substantially in the form distributed to the Original Lenders prior
                                            to signing this Agreement.



 


		(c)	An
                                            enforceability legal opinion of Linklaters LLP, legal advisers to the Arrangers and the Facility
                                            Agent in Sweden, substantially in the form distributed to the Original Lenders prior to signing
                                            this Agreement.



 


		(d)	An
                                            enforceability legal opinion of Arthur Cox, legal advisers to the Arrangers, the Facility
                                            Agent and the Security Agent in Ireland, substantially in the form distributed to the Original
                                            Lenders prior to signing this Agreement.



 


		(e)	A
                                            capacity legal opinion of Sidley Austin LLP, legal advisers to the Guarantor in the State
                                            of Delaware, substantially in the form distributed to the Original Lenders prior to signing
                                            this Agreement.



 


		4.	Other
                                            documents and evidence



 


		(a)	A
                                            certified copy of the Rules.



 


		(b)	A
                                            certified copy of the form of Clearing Participant’s Agreement and security deed.



 


		(c)	Evidence
                                            that any process agent referred to in Clause ‎‎44.2 (Service of process) has
                                            accepted its appointment.



 


		(d)	A
                                            copy of any other Authorisation or other document, opinion or assurance which the Facility
                                            Agent, Security Agent or Lenders consider to be reasonably necessary or desirable (if they
                                            have notified the Company accordingly prior to the date of this Agreement) in connection
                                            with the entry into and performance of the transactions contemplated by any Finance Document
                                            or for the validity and enforceability of any Finance Document.



 


		(e)	The
                                            Original Financial Statements of each Obligor.



 


		(f)	Evidence
                                            that the fees, costs and expenses then due from the Company pursuant to Clause ‎‎13
                                            (Fees) and Clause ‎‎18 (Costs and expenses) have been paid or will
                                            be paid at the times and in the manner set out in Clause ‎‎13 (Fees) and Clause
                                            ‎‎18 (Costs and expenses) and the relevant Fee Letters (if applicable).



 


		(g)	Evidence
                                            in a form satisfactory to the Facility Agent that the Company is a wholly owned subsidiary
                                            of the Guarantor.



 






    161


     


    

 


 






 


Schedule
3


Requests


 


Part
I


Utilisation
Request – Revolving Loan





 


	From:	European Central Counterparty N.V.




 


	To:	Bank of America Europe DAC as Facility Agent




 


	Copy:	Citibank N.A., London Branch as Security Agent






 


	Dated:
  	[                   ]




 


Dear Sirs


 


European
Central Counterparty N.V. – €1,500,000,000 Facility Agreement


originally dated 1 July 2020 as amended and/or
restated from time to time (the "Agreement")


 


		1.	We
                                            refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have
                                            the same meaning in this Utilisation Request unless given a different meaning in this Utilisation
                                            Request.



 


		2.	We
                                            wish to borrow a Revolving Loan on the following terms:



 


	                
    Proposed Utilisation Date:	[                   ]
    (or, if that is not a Business Day, the next Business Day)
	                 Proposed
    Repayment Date:	[                   ]
	                
    Facility to be Utilised:	[Revolving Facility A]/[Revolving Facility
    B]/[Revolving Facility C]/[Revolving Facility D]/[Revolving Facility E]/[Revolving Facility F]
	                
    Currency of Loan:	[                   ]
	                 Amount:	[                   ]
    or, if less, the Available Facility



 

		3.	In
                                            accordance with Part I of Schedule 6 (Borrowing Base), we attach a Required Value
                                            Notice which [has been sent/is being sent simultaneously with this notice] to the Collateral
                                            Monitor.



 


		4.	We
                                            confirm that each condition specified in Clause ‎‎4.2 (Further conditions precedent)
                                            of the Agreement is satisfied on the date of this Utilisation Request.



 


		5.	[This
                                            Loan is to be made in [whole]/[part] for the purpose of refinancing [identify maturing
                                            Revolving Loan].]/[The proceeds of this Loan should be credited to [account].]



 


		6.	This
                                            Utilisation Request is irrevocable.



 


Yours faithfully


 


.......................................


 


authorised signatory for


 


European Central Counterparty N.V.


 






    162


     


    

 


Part
II


Utilisation
Request – Swingline Loan





 


	From:	European Central Counterparty N.V.




 


	To:	[insert relevant Swingline Agent]




 


	Copy:	Bank of America Europe DAC as Facility Agent and Citibank N.A., London Branch as
  Security Agent






 


	Dated:
  	[                   ]




 


Dear Sirs


 


European
Central Counterparty N.V. – €1,500,000,000 Facility Agreement


originally dated 1 July 2020 as amended and/or
restated from time to time (the "Agreement")


 


		1.	We
                                            refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have
                                            the same meaning in this Utilisation Request unless given a different meaning in this Utilisation
                                            Request.



 


		2.	We
                                            wish to borrow a [euro]/[sterling]/[U.S. dollars]/[Danish Krone]/[Norwegian Krone]/[Swedish
                                            Krona]/[Swiss Francs] Swingline Loan on the following terms:



 


	                 Proposed
    Utilisation Date:	[                   ]
    (or, if that is not a Swingline Business Day, the next Swingline Business Day)
	                 Proposed
    Repayment Date:	[                   ]
    (or, if that is not a Swingline Business Day, the previous Swingline Business Day)4
	                 Facility
    to be utilised:	[Swingline
    Facility A]/[Swingline Facility B]/[Swingline Facility C]/[Swingline Facility D]/[Swingline Facility E]/[Swingline Facility F]
	                 Currency
    of Loan:	[euro]/[sterling]/[U.S.
    dollars]/[Danish Krone]/[Norwegian Krone]/[Swedish Krona]/[Swiss Francs]
	                 Amount:	[U.S.$]/[€]/[£]/[DKK]/[NOK]/[CHF]/[SEK]
    [                   ] or, if
    less, the Available Facility



 

		3.	In
                                            accordance with Part I of Schedule 6 (Borrowing Base), we attach a Required Value
                                            Notice which [has been sent/is being sent simultaneously with this notice] to the Collateral
                                            Monitor.



 


		4.	We
                                            confirm that each condition specified in Clause ‎‎6.4 (Lenders' participation
                                            in Swingline Loans) of the Agreement is satisfied on the date of this Utilisation Request.



 


		5.	The
                                            proceeds of this Swingline Loan should be credited to [account].



 


		6.	This
                                            Utilisation Request is irrevocable.






 


Yours faithfully


 


.......................................


 


authorised signatory for


 


European Central Counterparty N.V.


 









    163


     


    




 


Schedule
4


Form of Transfer
Certificate1


 


	To:	Bank of America Europe DAC as Facility Agent




 


	From:	[                   ]
  (the "Existing Lender") and [                   ]
  (the "New Lender")




 


	Dated:	[                   ]




 


European
Central Counterparty N.V. – €1,500,000,000 Facility Agreement


originally dated 1 July 2020 as amended and/or
restated from time to time (the "Agreement")


 


		1.	We
                                            refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have
                                            the same meaning in this Transfer Certificate unless given a different meaning in this Transfer
                                            Certificate.



 


		2.	We
                                            refer to Clause ‎‎26.6 (Procedure for transfer) of the Agreement:



 


		(a)	The
                                            Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender
                                            by novation, and in accordance with Clause ‎‎26.6 (Procedure for transfer)
                                            of the Agreement, all of the Existing Lender’s rights and obligations under the Agreement
                                            and the other Finance Documents which relate to that portion of the Existing Lender’s
                                            Commitment(s) and participations in Loans under the Agreement as specified in the Schedule.



 


		(b)	The
                                            proposed Transfer Date is [                   ].



 


		(c)	The
                                            Facility Office and address and attention details for notices of the New Lender for the purposes
                                            of Clause ‎‎34.2 (Addresses) of the 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 ‎‎26.5 (Limitation of responsibility of Existing
                                            Lenders) of the Agreement.



 


		4.	The
                                            New Lender confirms, for the benefit of the Facility Agent and each Swingline Agent and without
                                            liability to any Obligor, that it is [a Qualifying Lender (other than a Treaty Lender)].



 


		5.	The
                                            New Lender confirms that its aggregate Commitments, as at the Transfer Date, do not exceed
                                            more than 25 per cent. of the Total Commitments.



 


		6.	This
                                            Transfer Certificate 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 Transfer Certificate.



 


		7.	This
                                            Transfer Certificate and any non-contractual obligations arising out of or in connection
                                            with it are governed by English law.



 


		8.	This
                                            Transfer Certificate has been entered into on the date stated at the beginning of this Transfer
                                            Certificate.



 





 






 


1       The
Facility Agent and the Existing Lender should seek confirmation from Dutch counsel that the transfer will not contravene Section 3:5
of the Dutch Financial Supervision Act (Wet op het financieel toezicht) if the value of the rights acquired by the New Lender
is less than €100,000 or, if the competent authority has published its interpretation of the term "public" as referred
to in article 4.1.(1) of 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, such other minimum amount as may be required for the New Lender not to be considered part
of the public under such interpretation.





 



    164


     


    







 


THE SCHEDULE

Commitment/rights and obligations to be transferred


 


[insert
relevant details]


 


[Facility
Office address and attention details for notices and account details for payments.]


 


 


 


	   [Existing
    Lender]	[New Lender]
	   By:	By:





 


This
Transfer Certificate is accepted by the Facility Agent and the Transfer Date is confirmed as [                   ].


 


Bank of America Europe DAC


 


By:





 



    165


     


    




 


Schedule
5


Form of Assignment
Agreement2


 





	To:	Bank of America Europe DAC as Facility Agent and European Central Counterparty N.V.
  as Company, for and on behalf of each Obligor






 


	From:	[                   ]
  (the "Existing Lender") and [                   ]
  (the "New Lender")




 


	Dated:	[                   ]




 


European
Central Counterparty N.V. – €1,500,000,000 Facility Agreement


originally dated 1 July 2020 as amended and/or
restated from time to time (the "Agreement")


 


		1.	We
                                            refer to the Agreement. This is an Assignment Agreement. Terms defined in the Agreement have
                                            the same meaning in this Assignment Agreement unless given a different meaning in this Assignment
                                            Agreement.



 


		2.	We
                                            refer to Clause ‎‎26.7 (Procedure for assignment) of the Agreement:



 


		(a)	The
                                            Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender
                                            under the Agreement and the other Finance Documents which relate to that portion of the Existing
                                            Lender's Commitment(s) and participations in Loans under the 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 Commitment(s) and participations in Loans under
                                            the 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



 


		3.	The
                                            proposed Transfer Date is [                   ].



 


		4.	On
                                            the Transfer Date the New Lender becomes Party to the Finance Documents as a Lender.



 


		5.	The
                                            New Lender confirms that its aggregate Commitments, as at the Transfer Date, do not exceed
                                            more than 25 per cent. of the Total Commitments.



 


		6.	The
                                            Facility Office and address and attention details for notices of the New Lender for the purposes
                                            of Clause ‎‎34.2 (Addresses) of the Agreement are set out in the Schedule.



 


		7.	The
                                            New Lender expressly acknowledges the limitations on the Existing Lender's obligations set
                                            out in paragraph (c) of Clause ‎‎26.5 (Limitation of responsibility of Existing
                                            Lenders) of the Agreement.



 


		8.	The
                                            New Lender confirms, for the benefit of the Facility Agent and each Swingline Agent and without
                                            liability to any Obligor, that it is [a Qualifying Lender (other than a Treaty Lender)].



 





 






 


2
      The Facility Agent and the Existing Lender should seek confirmation from Dutch counsel
that the transfer will not contravene Section 3:5 of the Dutch Financial Supervision Act (Wet op het financieel toezicht) if the
value of the rights acquired by the New Lender is less than €100,000 or, if the competent authority has published its interpretation
of the term "public" as referred to in article 4.1.(1) of the Capital Requirements Regulation (EU/575/2013), such other minimum
amount as may be required for the New Lender not to be considered part of the public under such interpretation.




 


3        If the Assignment
Agreement is used in place of a Transfer Certificate in order to avoid a novation of rights/obligations for reasons relevant to a civil
jurisdiction, local law advice should be sought to check the suitability of the Assignment Agreement due to the assumption of obligations
contained in paragraph 2(c). This issue should be addressed at primary documentation stage.


 



    166


     


    







 


		9.	This
                                            Assignment Agreement acts as notice to the Facility Agent (on behalf of each Finance Party)
                                            and, upon delivery in accordance with Clause ‎‎26.8 (Copy of Transfer Certificate,
                                            Assignment Agreement, Increase Confirmation or Accordion Increase Confirmation to Company)
                                            of the Agreement, to the Company (on behalf of each Obligor) of the assignment referred to
                                            in this Assignment Agreement.



 


		10.	This
                                            Assignment 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 Assignment
                                            Agreement.



 


		11.	This
                                            Assignment Agreement and any non-contractual obligations arising out of or in connection
                                            with it are governed by English law.



 


		12.	This
                                            Assignment Agreement has been entered into on the date stated at the beginning of this Assignment
                                            Agreement.



 






    167


     


    

 


THE SCHEDULE


Rights to be assigned and obligations to be
released and undertaken


 


[insert
relevant details]


 


[Facility
office address and attention details for notices and account details for payments.]





 


	                
    [Existing Lender]	[New Lender]
	                 By:	By:





 


This
Assignment Agreement is accepted by the Facility Agent and the Transfer Date is confirmed as [                   ].


 


Signature of this Assignment Agreement by the
Facility Agent constitutes confirmation by the Agent of receipt of notice of the assignment referred to herein, which notice the Facility
Agent receives on behalf of each Finance Party.


 


Bank of America Europe DAC


 


By:


 






    168


     


    







 


Schedule
6


Borrowing Base


 


Part
I






 


		1.	Borrowing
                                            Base



 


		(a)	The
                                            Company shall ensure:



 


		(i)	that
                                            the Outstanding Facility Amount does not at any time exceed the Collateral Value of the Eligible
                                            Collateral comprising Collateral at that time; or



 


		(ii)	if
                                            at any time the Outstanding Facility Amount does exceed the Collateral Value of the Eligible
                                            Collateral comprising Collateral at that time, that the Company makes the payments and/or
                                            provides additional Collateral in accordance with and by the time required by paragraph 9
                                            (Collateral shortfall) below.



 


		(b)	If
                                            the Company fails to comply with paragraph (a) above, an Event of Default will occur, which
                                            shall be continuing (and each Finance Party shall be entitled (without any duty of further
                                            enquiry) to treat as continuing) unless and until:



 


		(i)	the
                                            Security Agent (with a copy to the Facility Agent and, if applicable, the relevant Swingline
                                            Agent) receives a Collateral Report from the Collateral Monitor (prepared on the basis of
                                            pricings not earlier than closing on the London Business Day before the date of receipt of
                                            that Collateral Report) which confirms that the Collateral Value is equal to or more than
                                            the Outstanding Facility Amount; or



 


		(ii)	that
                                            Event of Default is waived by the Majority Lenders.



 


		2.	Collateral



 


		(a)	In
                                            order for any cash, securities or other assets to comprise Collateral, they must:



 


		(i)	be
                                            Eligible Collateral;



 


		(ii)	be
                                            transferred to and held (in the case of cash) in the Collateral Cash Accounts or (in all
                                            other cases) in the Collateral Securities Accounts;



 


		(iii)	be
                                            subject to the Security expressed to be created under the Transaction Security with the ranking
                                            and priority it is expressed to have, in each case, to the satisfaction of the Security Agent;



 


		(iv)	be
                                            such that the representations in Clause 20.13 (Collateral) are, and would continue
                                            to be, true in all material respects, if made by the Company upon inclusion of the relevant
                                            cash, securities or other assets in the Collateral; and



 


		(v)	not
                                            be Interoperability Collateral.



 


		(b)	When
                                            providing Collateral, the Company shall, to the extent reasonably practicable, provide Acceptable
                                            Bonds before providing any Eligible Equities.



 


		(c)	The
                                            Company may, but is not required to, provide Collateral in the form of cash before providing
                                            Collateral in the form of Acceptable Bonds or Eligible Equities.



 






    169


     


    

 


		(d)	The
                                            Company shall ensure that no Interoperability Collateral is transferred to the Collateral
                                            Accounts or subject to the Security in favour of the Secured Parties. If it becomes aware
                                            that any Interoperability Collateral has been transferred to the Collateral Accounts:



 


		(i)	the
                                            Company must promptly notify the Security Agent;



 


		(ii)	that
                                            Interoperability Collateral shall be excluded from any calculations of the Collateral Value;
                                            and



 


		(iii)	the
                                            Company shall instruct the Collateral Monitor and the relevant Custodians to transfer that
                                            Interoperability Collateral out of the Collateral Accounts (and, provided no Default is continuing,
                                            the Security Agent will consent to any such instruction on the basis of, and in reliance
                                            upon, such notice from the Company).



 


		3.	Collateral
                                            Value



 


The
Collateral Value at any time of any Eligible Collateral shall be the amount determined by the Collateral Monitor to be the Collateral
Value of that Eligible Collateral at that time (such amount to take into account the Securities Discount and Currency Discounts referred
to in paragraph 4 (Eligible Collateral) below and the application of the Concentration Limit) under and in accordance with
the Collateral Monitoring Deed.


 


		4.	Eligible
                                            Collateral



 


		(a)	Eligible
                                            Collateral shall be:



 


		(i)	cash,
                                            denominated in an Acceptable Currency;



 


		(ii)	Acceptable
                                            Bonds; and



 


		(iii)	Eligible
                                            Equities.



 


		(b)	The
                                            Securities Discount (as defined in the Collateral Monitoring Deed) in respect of any Eligible
                                            Securities shall be the percentage specified for those Eligible Securities in Part II (Eligible
                                            Collateral, Securities and Currency Discount), or, from the relevant effective date,
                                            such other percentage (if any) as may be agreed by the Security Agent (acting on the instructions
                                            of the Facility Agent, itself acting on the instructions of all Lenders) from time to time.
                                            The Currency Discount (as defined in the Collateral Monitoring Deed) shall be, from the relevant
                                            effective date, the percentage (if any) specified by the Security Agent (acting on the instructions
                                            of the Facility Agent, itself acting on the instructions of all Lenders) at the time of agreeing
                                            any additional currency as an Acceptable Currency or a currency in which Acceptable Bonds
                                            may be denominated.



 


For these purposes,
the relevant effective date shall be the date specified by the Collateral Monitor, following receipt of the proposed changes, to the
Security Agent in accordance with the Collateral Monitoring Deed.


 


		5.	Collateral
                                            Schedule



 


		(a)	The
                                            Company shall on the date of this Agreement deliver to the Collateral Monitor and the Security
                                            Agent a Collateral Schedule under and in accordance with the Collateral Monitoring Deed in
                                            the form distributed to the Original Lenders and the Security Agent prior to signing this
                                            Agreement.



 


		(b)	The
                                            Company shall not deliver any further Collateral Schedule to the Collateral Monitor, or amend,
                                            revoke or withdraw any existing Collateral Schedule, except with the prior written consent
                                            of the Security Agent (acting on instructions of the Facility Agent, itself acting on the
                                            instructions of all Lenders).



 






    170


     


    

 


		6.	Required
                                            Value Notice and CSV Collateral File



 


		(a)	Each
                                            time the Company requests a Loan which will cause an increase in the Outstanding Facility
                                            Amount, the Company shall, at the same time as or before delivery to the relevant Agent of
                                            the Utilisation Request for that Loan, deliver to the Collateral Monitor (with a copy to
                                            the Facility Agent and the relevant Agent and the Security Agent):



 


		(i)	a
                                            Required Value Notice setting the Required Value in the Base Currency at an amount not less
                                            than the Outstanding Facility Amount (taking into account the Proposed Loan); and



 


		(ii)	a
                                            CSV Collateral File.



 


		(b)	At
                                            all times while there is an Outstanding Facility Amount, the Company shall ensure that the
                                            Required Value for the purposes of the Collateral Monitoring Deed is not at any time less
                                            than the Outstanding Facility Amount.



 


		7.	Utilisation
                                            Date disbursement procedures – Revolving Loans and Swingline Loans



 


		(a)	If:



 


		(ii)	the
                                            Company has requested a Loan (the "Proposed Loan") in accordance with this
                                            Agreement; and



 


		(iii)	all
                                            conditions under this Agreement to making that Loan have been met (other than the requirement
                                            to ensure that the Collateral Value is equal to or exceeds the Outstanding Facility Amount
                                            taking the Proposed Loan into account),



 


then,
subject to paragraph (b) to (f) below, each Lender shall make its participation in the Proposed Loan available to the relevant
Agent by no later than the applicable Specified Time on the Utilisation Date of the Proposed Loan.


 


		(b)	The
                                            Lenders will only be obliged to make their participation in the Proposed Loan available to
                                            the relevant Agent if: (i) at the applicable Specified Time on the Utilisation Date of a
                                            Proposed Loan the Collateral Monitor delivers to the Security Agent (with a copy to the Facility
                                            Agent and, if applicable, the relevant Swingline Agent) a Collateral Report prepared on the
                                            basis of pricings not earlier than closing on the London Business Day before the Utilisation
                                            Date of the Proposed Loan or (ii) where applicable, a revised Utilisation Request is received
                                            by the applicable Specified Time on the Utilisation Date in an amount equal to or less than,
                                            when aggregated with the Outstanding Facility Amount, the Collateral Value shown in the Collateral
                                            Report.



 


		(c)	The
                                            relevant Agent will not make those Lenders' participations in the Proposed Loan available
                                            to the Company, except in the circumstances described in paragraph (d) below.



 


		(d)	If
                                            a Collateral Report is delivered pursuant to and in accordance with paragraph (b) above and
                                            that Collateral Report shows:



 


		(i)	that
                                            the Collateral Value at that time is equal to or greater than the Outstanding Facility Amount
                                            (taking the Proposed Loan into account), then, subject to paragraph (f) below, the relevant
                                            Agent shall, as soon as reasonably practicable, make available to the Company in full each
                                            Lender's participation in the Proposed Loan received by that Agent; or



 


		(ii)	that
                                            the Collateral Value is less than the Outstanding Facility Amount after taking the Proposed
                                            Loan into account, the relevant Agent shall request, other than in relation to a Revolving
                                            Loan in Danish Krone, Norwegian Krone or Swedish Krona, that the Company deliver to the Facility
                                            Agent and Security Agent (and if applicable, the relevant Swingline Agent) a new Utilisation
                                            Request. If a new Utilisation Request is received by the relevant Agent prior to the applicable
                                            Specified Time with a Proposed Loan equal to or less than, when aggregated with the Outstanding
                                            Facility Amount, to the Collateral Value shown in the Collateral Report, that relevant Agent
                                            shall advance the relevant funds received from the Lenders in an amount equal to the amount
                                            specified in the new Utilisation Request. If a new Utilisation Request is not received by
                                            that time, the Utilisation Request shall be treated as an entirely new request and the usual
                                            time periods and conditions will apply. The Agent shall by close of business on that day
                                            return to each Lender any part of that Lender's participation in a Proposed Loan not advanced.
                                            In relation to any funds returned to a Lender, the Company shall indemnify each Lender under
                                            Clause 16.2 (Other indemnities) in respect of the funding costs (including any Break
                                            Costs) incurred by that Lender in making its participation (or the relevant part of it) available
                                            to the relevant Agent in accordance with this paragraph 7.



 






    171


     


    

 


		(e)	The
                                            relevant Agent shall only make the Lenders' participations in the Proposed Loan available
                                            to the Company pursuant to and in accordance with paragraph (d) above if Collateral in respect
                                            of which a Collateral Report has been prepared, is deposited in the Collateral Account(s)
                                            by the Company on or prior to the applicable Specified Time and, if the Collateral Value
                                            is less than the Outstanding Facility Amount after taking the Proposed Loan into account,
                                            a new Utilisation Request, where applicable, is delivered pursuant to, paragraph ‎(d)
                                            above.



 


		(f)	If
                                            on the Utilisation Date:



 


		(i)	the
                                            Company has requested a Proposed Loan earlier than the applicable Specified Time; and



 


		(ii)	all
                                            conditions under this Agreement to making that Loan have been met, including receipt by the
                                            Facility Agent, the relevant Swingline Agent, and the Security Agent of a Collateral Report
                                            which shows that the Collateral Value is equal to or exceeds the Outstanding Facility Amount
                                            taking the Proposed Loan into account,



 


then
each Lender may, following a request by the Company (which shall be passed onto each Lender by the relevant Agent), make its participation
in the Proposed Loan available to the relevant Agent as soon as reasonably practicable instead of delaying until the applicable Specified
Time on that Utilisation Date. For the avoidance of doubt, this paragraph (f) is not intended to oblige any Lender to make its
participations available earlier than the applicable Specified Time.


 


		8.	Collateral
                                            Reports



 


		(a)	Without
                                            limiting the requirements of paragraph 7 (Utilisation Date disbursement procedures –
                                            Revolving Loans and Swingline Loans) above, on any London Business Day on which there
                                            is an Outstanding Facility Amount, the Company shall ensure that the Collateral Monitor delivers
                                            to the Facility Agent, the relevant Swingline Agent and the Security Agent by no later than
                                            10:00 a.m. (London time) on that day, a Collateral Report compiled as of the close of business
                                            on the previous London Business Day.



 


		(b)	If
                                            the Company or the Facility Agent or the relevant Swingline Agent or Security Agent becomes
                                            aware that:



 


		(i)	the
                                            Collateral Report most recently delivered wrongly stated that the Collateral Value was equal
                                            to or more than the Outstanding Facility Amount (including where the Company has failed to
                                            notify the Collateral Monitor of the correct Required Value), when in fact the Collateral
                                            Value was less than the Outstanding Facility Amount at the relevant time; or



 


		(ii)	that
                                            the Collateral Value is less than the Outstanding Facility Amount (in each case determined
                                            at the time and in the manner described in the Collateral Monitoring Deed),



 


the Company or the Facility Agent
or the relevant Swingline Agent or Security Agent (as the case may be) shall, as soon as reasonably practicable thereafter, notify each
of the other parties. For the avoidance of doubt, the Agents and the Security Agent are under no obligation to check that the Collateral
Value or the Required Value is correct.


 






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		(c)	If
                                            the Company fails to comply with paragraph (a) above or receives a notice under paragraph
                                            (b) above, an Event of Default will occur unless, by no later than 10:00 a.m. on the next
                                            London Business Day following the day on which that failure occurred:



 


		(i)	the
                                            Facility Agent, relevant Swingline Agent and the Security Agent receives a Collateral Report
                                            from the Collateral Monitor, which shows that the Collateral Value exceeds the Outstanding
                                            Facility Amount; or



 


		(iii)	the
                                            Company demonstrates to the satisfaction of the Security Agent (acting on the instructions
                                            of the Facility Agent, itself acting on the instructions of all the Lenders, acting reasonably)
                                            that the Collateral Value is equal to or exceeds the Outstanding Facility Amount.



 


		(d)	The
                                            Facility Agent shall, by no later than 12:00 noon on the Business Day immediately following
                                            receipt of a Collateral Report, provide all Lenders with a copy of that Collateral Report.



 


		9.	Collateral
                                            shortfall



 


If,
on any London Business Day on which there is an Outstanding Facility Amount, the Collateral Monitor gives a Collateral Report to an Agent
and the Security Agent which shows that the Collateral Value is less than the Outstanding Facility Amount at that time (the amount of
any such shortfall being the "Collateral Shortfall Amount") or the Company, the Security Agent, the Facility Agent or
the relevant Swingline Agent gives a notice pursuant to paragraph ‎(b)
above that the Collateral Value is less than the Outstanding Facility Amount at that time, the Company shall:


 


		(a)	by
                                            no later than 1:30 p.m. (London time) on that day transfer additional Eligible Collateral
                                            into the Collateral Account(s), and ensure that the Collateral Monitor (by no later than
                                            3:00 p.m. (London time) on that day) gives a Collateral Report showing that the Collateral
                                            Value is no longer less than the Outstanding Facility Amount at that time; or



 


		(b)	by
                                            no later than 3:00 p.m. (London time) on that day prepay Loan(s) in an aggregate Base Currency
                                            Amount at least equal to the Collateral Shortfall Amount.



 


		10.	Collateral
                                            Accounts



 


For so long as any amount is or may
become outstanding under this Agreement or any Commitment is in force, the Company shall:


 


		(a)	enter
                                            into and maintain the Custody Agreement and the Collateral Monitoring Deed with the Collateral
                                            Monitor and the Custodians;



 


		(b)	maintain
                                            the Collateral Cash Accounts and the Collateral Securities Accounts with the Custodians,
                                            and operate those Collateral Accounts in accordance with the Custody Agreement, the Collateral
                                            Monitoring Deed and the Account Control Letter;



 


		(c)	not
                                            amend, terminate or grant any consent or waiver under the Custody Agreement or Collateral
                                            Monitoring Deed where such amendment, consent or waiver would be material to this Agreement;
                                            and



 


		(d)	not
                                            make any transfer (or give any instructions to make any transfer) of any cash, securities
                                            or other assets from either of the Collateral Accounts,



 


in
each case, except in accordance with paragraph 11 (Substitution of Collateral for cash), 12 (Release of excess Collateral
with consent), 13 (Substitution of Collateral for other assets with consent), 14 (Release on repayment of Loans), 15
(Cash Collateral) or 17 (Concentration Limit) below, or otherwise with the prior written consent of the Security Agent
(acting on instructions of the Facility Agent, itself acting on the instructions of all Lenders).


 






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		11.	Substitution
                                            of Collateral for cash



 


		(a)	The
                                            Company may give instructions to the Collateral Monitor to instruct the relevant Custodians
                                            to transfer securities or other assets (but not cash) from the Collateral Accounts if:



 


		(i)	the
                                            Company wishes to substitute Eligible Securities comprising Collateral for cash in order
                                            to finance the repayment or prepayment of one or more Loans;



 


		(ii)	the
                                            amount of cash to be provided in substitution for those Eligible Securities is not less than
                                            the amount which the Company could obtain on a sale of those Eligible Securities for cash
                                            for their best value reasonably achievable in the ordinary course of trading and in accordance
                                            with the Company's usual procedures and practices at that time;



 


		(iii)	the
                                            Eligible Securities will be transferred against payment of the amount determined in accordance
                                            with paragraph (ii) above in full in cash into the Collateral Accounts;



 


		(iv)	no
                                            Default is continuing or would occur as a result of the transfer of those securities or other
                                            assets; and



 


		(v)	the
                                            Collateral Value of the Eligible Collateral comprising Collateral, both before and after
                                            the transfer of those securities and other assets, is and will be equal to or will exceed
                                            the Outstanding Facility Amount at that time.



 


		(b)	The
                                            consent of the Security Agent is not required for instructions given to the Custodians in
                                            accordance with paragraph (a) above.



 






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		12.	Release
                                            of excess Collateral with consent



 


		(a)	The
                                            Company may (or may direct the Collateral Monitor to) give instructions to the relevant Custodians
                                            to transfer securities or other assets (but not cash) from the Collateral Securities Accounts
                                            if:



 


		(i)	the
                                            Collateral Value of the Eligible Collateral comprising Collateral, both before and immediately
                                            after the transfer out of those securities and other assets, exceeds or will exceed the Outstanding
                                            Facility Amount at that time;



 


		(ii)	no
                                            Collateral to be released is of a higher Category than any Collateral to remain in the Collateral
                                            Securities Account(s); and



 


		(iii)	no
                                            Default is continuing or would occur as a result of the transfer of those securities or other
                                            assets.



 


		(b)	The
                                            consent of the Security Agent is required to any transfer in accordance with paragraph (a)
                                            above.



 


		13.	Substitution
                                            of Collateral for other assets with consent



 


		(a)	The
                                            Company may (or may direct the Collateral Monitor to) give instructions to the relevant Custodians
                                            to transfer securities or other assets (but not cash) from the Collateral Securities Accounts
                                            if:



 


		(i)	the
                                            Company wishes to substitute Eligible Securities in the Collateral Securities Accounts (the
                                            "Released Collateral") with other Eligible Securities (the "Replacement
                                            Collateral");



 


		(ii)	prior
                                            to the transfer of the Released Collateral from the Collateral Securities Accounts, it transfers
                                            the Replacement Collateral into the Collateral Securities Accounts;



 


		(iii)	the
                                            amount of the Replacement Collateral is such that the aggregate Market Value (less the appropriate
                                            Securities Discount) of the Replacement Collateral is not less than the aggregate Market
                                            Value (less the appropriate Securities Discount) of the Released Collateral;



 


		(iv)	the
                                            Replacement Collateral consists of Eligible Securities which have a Category the same as
                                            or higher than the Category of the Released Collateral; and



 


		(v)	the
                                            Collateral Value of the Eligible Collateral comprising Collateral, both before and after
                                            the transfer of those securities and other assets, is and will be equal to or will exceed
                                            the Outstanding Facility Amount at that time; and



 


		(vi)	no
                                            Default is continuing or would occur as a result of the transfer of those securities or other
                                            assets.



 


		(b)	The
                                            consent of the Security Agent is required to any transfer in accordance with paragraph (a)
                                            above.



 


		14.	Release
                                            on repayment of Loans



 


		(a)	If
                                            there is no Outstanding Facility Amount and no Loan has been requested the Company may give
                                            instructions to transfer all cash, securities and other assets out of the Collateral Accounts.



 


		(b)	The
                                            consent of the Security Agent is required to any transfer in accordance with paragraph (a)
                                            above.



 


		(c)	The
                                            Security Agent will consent to such transfer if it has received confirmation from the Facility
                                            Agent that it is satisfied that the Outstanding Facility Amount and all accrued interest,
                                            fees and other amounts then outstanding have been paid in full, which confirmation shall
                                            include an instruction to the Security Agent to give such consent.



 


		15.	Cash
                                            Collateral



 


		(a)	In
                                            relation to cash standing to the credit of the Collateral Cash Accounts:



 


		(i)	the
                                            Company may instruct the relevant Custodians to exchange that cash from one currency to another
                                            in accordance with that Custodian's usual practices and procedures but only to the extent
                                            necessary to convert the cash into a currency in which an outstanding Loan is denominated
                                            and in order to fund repayment or prepayment of that Loan; and



 


		(ii)	the
                                            Company may instruct the Collateral Monitor to instruct the Custodians to pay cash to the
                                            relevant Agent, for application towards amounts outstanding under the Finance Documents provided
                                            no Default is continuing or would occur as a result of the transfer of such cash.



 






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		(b)	The consent of the Security Agent is not required for instructions given
                                            in accordance with paragraph (a) above.



 


		16.	Authorisation
                                            to give consent



 


		(a)	Subject
                                            to paragraph (b) below, where the Security Agent's consent is required to any transfer or
                                            instruction as described in paragraph 12 (Release of excess Collateral with consent),
                                            or 13 (Substitution of Collateral for other assets with consent) (the "Release
                                            Provisions"), the Security Agent may, and is hereby irrevocably authorised and instructed
                                            by each other Finance Party to, give its consent provided no Default is continuing or would
                                            occur as a result of any transfer and it has received confirmation from the Collateral Monitor
                                            that the conditions of transfer (as set out in the Collateral Monitoring Deed) have been
                                            satisfied.



 


		(b)	The
                                            Majority Lenders (via the Facility Agent) may, by notice to the Security Agent, withdraw
                                            the authorisation and instruction set out in paragraph (a) above.



 


		(c)	If
                                            the Security Agent is requested to consent to any transfer of any Eligible Securities or
                                            other Security Assets from the Collateral Accounts, or any other release of Transaction Security
                                            (in each case, except as described in paragraph (a) above or paragraph 17 (Concentration
                                            Limit)), it will not be obliged to give that consent unless it is instructed to do so
                                            by the Facility Agent who will give such instruction if it has the consent of all Lenders.



 


		(d)	The
                                            Security Agent may:



 


		(i)	in
                                            relation to any matter to do with whether the Collateral Value is equal to or greater than
                                            the Outstanding Facility Amount, and whether the requirements set out in the Release Provisions
                                            or set out under paragraphs 2(a)(i), (ii), (b) and (c) above or paragraph 17 (Concentration
                                            Limit) below have been met, rely on the Collateral Monitor being required to check and
                                            confirm such matters, such check and confirmation to be confirmed by the Collateral Monitor
                                            to the Security Agent;



 


		(ii)	in
                                            relation to any matter to do with Interoperability Collateral or whether the requirements
                                            set out under paragraphs 2(a)(iii) to (v) have been met, assume that no Interoperability
                                            Collateral has been transferred to the Collateral Accounts and all conditions under paragraphs
                                            2(a)(iii) to (v) have been met unless the Security Agent has received express notice to the
                                            contrary from the Company or, in the case of paragraph 2(a)(iii), the Facility Agent;



 


		(iii)	assume
                                            no Default has occurred or is continuing or would occur as a result of any release, transfer
                                            or substitution under this Schedule 6, unless the Security Agent has received express notice
                                            to the contrary from the Facility Agent prior to acting on the relevant request for consent
                                            to any such release, transfer or substitution; and



 


		(iv)	assume
                                            that any amount paid to the Finance Parties has been irrevocably paid, unless it considers
                                            that there is a material risk that such a payment may be avoided or required to be refunded
                                            or repaid (and is not just aware of the underlying circumstances giving rise to that result).



 


		(e)	No
                                            release under any of the Release Provisions affects any of the obligations or liabilities
                                            of the Obligors under the Finance Documents.



 


		(f)	The
                                            Security Agent will not have any liability to any person as a result of giving any consent
                                            under the Release Provisions or under paragraph 2 (Collateral) or paragraph 17 (Concentration
                                            Limit) (except in the case of its fraud, gross negligence or wilful misconduct), including
                                            (without limitation) arising as a result of any subsequent shortfall in Collateral or impact
                                            on the Security created under the Security Documents.



 



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		17.	Concentration
                                            Limit



 


		(a)	The
                                            Company shall use reasonable endeavours to ensure that the Concentration Limit is not exceeded
                                            with respect to any Eligible Equities included in the Collateral.



 


		(b)	If
                                            the Collateral provided by the Company in respect of a Loan on or before the Utilisation
                                            Date for that Loan includes Eligible Equities where the Concentration Limit in respect of
                                            those Eligible Equities is exceeded, the Eligible Equities exceeding the Concentration Limit
                                            shall be deemed to have a value of zero for purposes of the Collateral Value set out in the
                                            Collateral Report provided or to be provided by the Collateral Monitor. The Lenders will
                                            (subject to all other terms and conditions of this Agreement) remain obliged to make that
                                            Loan available notwithstanding that the Concentration Limit has been exceeded in relation
                                            to those Eligible Equities unless the Collateral Value is less than the Outstanding Facility
                                            Amount (after taking the Proposed Loan into account), in which case the provisions of paragraph
                                            7 (Utilisation Date disbursement procedures – Revolving Loans and Swingline Loans)
                                            shall apply.



 


		(c)	If
                                            the Collateral includes any Eligible Equities where the Concentration Limit for those Eligible
                                            Equities is exceeded:



 


		(i)	the
                                            Company shall, promptly upon becoming aware that the Concentration Limit is exceeded for
                                            any Eligible Equities in the Collateral, or upon notice from the Facility Agent, the Security
                                            Agent or the Collateral Monitor that they consider the Concentration Limit is or may have
                                            been exceeded, give notice of that fact to each relevant Agent and the Security Agent, including:



 


		(A)	details
                                            of the relevant Eligible Equities;



 


		(B)	the
                                            amount of the relevant Eligible Equities in the Collateral as a proportion to the Average
                                            Daily Traded Volume of such Eligible Equities; and/or



 


		(C)	the
                                            aggregate Market Value of the relevant Eligible Equities in the Collateral as a proportion
                                            of the Market Capitalisation of such Eligible Equities or the Outstanding Facility Amount,
                                            as applicable.



 


For the avoidance of doubt, the Facility
Agent and the Security Agent are under no obligation to check whether the Concentration Limit is exceeded.


 


		(ii)	the
                                            Company shall:



 


		(A)	without
                                            limiting the provisions of paragraph 7 (Utilisation Date disbursement procedures –
                                            Revolving Loans and Swingline Loans) above, where those Eligible Equities were provided
                                            by the Company in respect of a Loan on or before the Utilisation Date for that Loan, either
                                            provide additional Eligible Collateral as Collateral by 1:30 p.m., or repay or prepay the
                                            Loan(s) by 3:00 p.m., on the London Business Day following the Utilisation Date for that
                                            Loan; or



 


		(B)	in
                                            any other case, either provide additional Eligible Collateral as Collateral by 1:30 p.m.,
                                            or repay or prepay the Loan(s) by 3:00 p.m. on the London Business Day following the day
                                            on which the Company became aware that the Concentration Limit is exceeded for those Eligible
                                            Equities included in the Collateral,



 


in
each case in a sufficient amount to enable the Collateral Monitor to provide a Collateral Report and the Company to deliver a confirmation
that on the basis described in paragraph (d) below the Collateral Value is equal to or exceeds the Outstanding Facility Amount.


 



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		(d)	The
                                            Company shall ensure that, by no later than 5:00 p.m. on the London Business Day on which
                                            it is required to provide additional Collateral and/or repay or prepay Loan(s) in accordance
                                            with paragraph (c) above:



 


		(i)	the
                                            Collateral Monitor provides a Collateral Report which shows that the Collateral Value is
                                            equal to or exceeds the Outstanding Facility Amount; and



 


		(ii)	the
                                            Company provides either:



 


		(A)	a
                                            confirmation that none of the Eligible Equities included in the calculation of Collateral
                                            Value in that Collateral Report exceeds the Concentration Limit for those Eligible Equities;
                                            or



 


		(B)	(if
                                            Eligible Equities are included in that calculation of Collateral Value which exceed the Concentration
                                            Limit for those Eligible Equities) a confirmation that, if calculated without taking into
                                            account any Eligible Equities to the extent they exceed the Concentration Limit for those
                                            Eligible Equities, the Collateral Value will continue to be equal to or exceed the Outstanding
                                            Facility Amount, together with a description showing (in reasonable detail) the deductions
                                            to be made from the Collateral Value (as stated by the Collateral Monitor in the Collateral
                                            Report) on account of the Eligible Equities which exceed their Concentration Limit.



 


		(e)	An
                                            Event of Default will occur if a Collateral Report and confirmation from the Company is not
                                            delivered in accordance with paragraph (d) above and by the time required in that paragraph,
                                            unless, by that time, the Company demonstrates to the satisfaction of the Security Agent
                                            (acting on the instructions of the Facility Agent, itself acting on the instructions of all
                                            Lenders, acting reasonably) that the Collateral Value (excluding any Eligible Equities to
                                            the extent they exceed the Concentration Limit for those Eligible Equities) is equal to or
                                            more than the Outstanding Facility Amount.



 


		(f)	Where
                                            a Collateral Report has been delivered in accordance with paragraph (d) above, the Company
                                            may instruct the Custodians and Collateral Monitor to transfer out of the Collateral Accounts
                                            any Eligible Equities to the extent those Eligible Equities included in the Collateral exceed
                                            the Concentration Limit, and provided no Default is continuing or would occur as a result
                                            of the transfer of those Eligible Equities and the Collateral Value, after that transfer,
                                            will be equal to or will exceed the Outstanding Facility Amount. On request by the Company,
                                            the Security Agent will give to the Custodians and Collateral Monitor its consent to such
                                            a transfer provided no Default is continuing or would occur as a result of any transfer and
                                            it has received confirmation from the Collateral Monitor that its conditions of transfer
                                            (as set out in the Collateral Monitoring Deed) have been satisfied.



 


		18.	Replacement
                                            of the Collateral Monitor or of a Custodian



 


		18.1	If:



 


		(a)	by
                                            31 July 2020, the Company and the Security Agent have not received notice from the Collateral
                                            Monitor that the Interim Period has ended, the Company shall begin the process for replacing
                                            the Collateral Monitor and entering into a new collateral monitoring deed; and



 


		(b)	by
                                            31 August 2020, the Company and the Security Agent have not received a notification from
                                            the Collateral Monitor that the Interim Period has ended:



 



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		(i)	the
                                            Facility Agent shall (unless otherwise instructed by all Lenders) instruct the Security Agent
                                            to give notice under the Collateral Monitoring Deed (if such notice has not already been
                                            given by the Company) to terminate the Collateral Monitoring Deed and to enter into a new
                                            Collateral Monitoring Deed pursuant to paragraph 18.3 below; and



 


		(ii)	the
                                            Company shall, acting promptly, use all reasonable endeavours to find a successor Collateral
                                            Monitor as soon as reasonably practicable (if a replacement has not already been found) and
                                            enter into a new collateral monitoring deed on the same or substantially similar terms to
                                            the Collateral Monitoring Deed (other than the Interim Period), together with any other documents
                                            and amendments to this Agreement as the Facility Agent or Security Agent may determine (acting
                                            reasonably) is required.



 


Provided
there is no Outstanding Facility Amount, no Event of Default will occur under Clause 25.3 (Other obligations) if the Company
fails to comply with this paragraph (ii).


 


		18.2	If
                                            the Company, the Collateral Monitor or a Custodian gives any notice under the Collateral
                                            Monitoring Deed or the Custody Agreement of the resignation or termination of the appointment
                                            of the Collateral Monitor or the Custodian, or of any termination of the Custody Agreement,
                                            and the consent or approval of the Security Agent is required, the Security Agent will act
                                            on the instructions of the Facility Agent, itself acting on the instructions of all Lenders
                                            in relation to the replacement, resignation or termination of the Collateral Monitor, the
                                            Custodian, the Custody Agreement or the Collateral Monitoring Deed (as the case may be) provided
                                            the conditions in paragraph 18.4 below are satisfied.



 


		18.3	The
                                            resignation or termination of the Collateral Monitor or a Custodian (as the case may be)
                                            shall only become effective on (and will not become effective until) the appointment of a
                                            replacement collateral monitor or custodian in accordance with this paragraph 18 and the
                                            Collateral Monitoring Deed or as otherwise agreed by the Company and the Facility Agent (acting
                                            on the instructions of all Lenders).



 


		18.4	The
                                            appointment of a replacement collateral monitor or custodian (as the case may be) shall only
                                            take effect if the Lenders are satisfied:



 


		(i)	as
                                            to the creditworthiness and ability of the proposed new collateral monitor or custodian to
                                            perform the functions of the Collateral Monitor or the Custodian (as the case may be);



 


		(ii)	that
                                            the proposed new collateral monitor or custodian has or will become bound to perform the
                                            duties and obligations of the Collateral Monitor or the Custodian on the same or substantially
                                            similar terms to the Collateral Monitoring Deed or the Custody Agreement (as the case may
                                            be); and



 


		(iii)	in
                                            the case of the Custodian, that new accounts have been established to hold Collateral, security
                                            taken in favour of the Lenders and any existing Collateral transferred to those accounts
                                            and any consequential amendments made to the Finance Documents.



 


		18.5	The
                                            Lenders will not unreasonably withhold or delay any consent or approval required pursuant
                                            to this Clause 18.



 


		18.6	The
                                            Company agrees that it shall be obliged to cooperate and take all steps reasonably required
                                            to appoint the successor collateral monitor or custodian (as the case may be).



 



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		18.7	Definitions



 


		(a)	In
                                            this Schedule 6 and this Agreement:



 


"Acceptable Bonds"
means an approved Financial Instrument as set out in the Rules which:


 


		(i)	



 


		(A)	is
                                            issued by any agency or the central bank or central government of Austria, Belgium, Denmark,
                                            Finland, France, Germany, Norway, Sweden, Switzerland, the Netherlands, the United States
                                            of America, the Republic of Ireland or the United Kingdom; or



 


		(B)	is
                                            issued by a supranational issuer; and



 


		(ii)	has
                                            a minimum credit rating of A- from Fitch Ratings Ltd, A3 from Moody's Investors Services
                                            Limited or A- from Standard & Poor's Rating Services.



 


"Acceptable Currency"
means, at any time, euro, Danish Krone, Norwegian Krone, sterling, Swedish Krona, Swiss Francs, U.S. dollars, or such other currency
as may be approved by the Facility Agent acting on the instructions of all the Lenders.


 


"Account
Control Letter" has the meaning given in the Collateral Monitoring Deed.


 


"Average Daily Traded Volume"
means:


 


		(A)	the
                                            average daily traded volume of the total number of shares of the relevant issuer on the relevant
                                            Exchange; or



 


		(B)	if
                                            requested by the Company and agreed to by the Collateral Monitor the relevant Exchanges for
                                            which the Collateral Monitor receives the average daily traded volume for a particular security
                                            as determined by the Collateral Monitor in its sole discretion from time to time ("Multi-Exchange
                                            ADTV"),



 


in each case:


 


		(i)	for
                                            the preceding three Months (calculated on a rolling basis); or



 


		(ii)	if
                                            three Months of data is unavailable, the longest period of data available, in each case as
                                            determined by the Collateral Monitor by reference to a generally recognized pricing service,
                                            or if such information is not available for whatever reason or is manifestly incorrect, as
                                            determined by the Collateral Monitor acting in a commercially reasonable manner.



 


The parties acknowledge and agree
that a Multi-Exchange ADTV will not be available as of the 2021 Amendment and Restatement Effective Date and shall only become available
after:


 


		(i)	an
                                            agreement in writing between the Company and the Collateral Monitor on the terms and conditions
                                            for the Collateral Monitor to undertake the technological development (the "Build")
                                            necessary to provide a Multi-Exchange ADTV; and



 


		(ii)	written
                                            notification by the Collateral Monitor to the Company, the Facility Agent and the relevant
                                            Swingline Agent that it has completed the Build.



 


"Book Entry Securities"
means securities title to which is evidenced by entries in a register or account maintained by or on behalf of an intermediary (within
the meaning of The Financial Collateral Arrangements (No.2) Regulations 2003).


 


"Category"
means, in relation to a class of Eligible Collateral, the category specified for that class of Eligible Collateral in Part II
(Eligible Collateral, Securities and Currency Discount), with the lowest Category of Eligible Collateral being Category 3 and
the highest Category of Eligible Collateral being Category 1.


 



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"Collateral Report"
has the meaning given in the Collateral Monitoring Deed.


 


"Collateral Schedule"
has the meaning given in the Collateral Monitoring Deed.


 


"Collateral
Value" means, in respect of any Eligible Collateral at any time, the amount determined in accordance with paragraph 3
(Collateral Value).


 


"Concentration Limit"
means, at any time with respect to any Eligible Equities included in the Collateral, that:


 


		(i)	the
                                            aggregate amount of that Eligible Equity does not exceed the Average Daily Traded Volume
                                            x1 in respect of that Eligible Equity at that time; and/or



 


		(ii)	the
                                            aggregate Market Value of that Eligible Equity does not exceed the lower of:



 


		(A)	5
                                            per cent. of the Market Capitalisation of that Eligible Equity at that time; and



 


		(B)	5
                                            per cent. of the Outstanding Facility Amount at that time.



 


"CSV Collateral File"
means a report prepared by the Company setting out the description of the Eligible Collateral including any ISIN number, CUSIP number
and ticker symbol (as applicable) and delivered by the Company in a .csv file in a format agreed to in advance by the Collateral Monitor
by secure file transfer protocol.


 


"Early Closure" means
the closure of the relevant Exchange on any Exchange Business Day prior to its regular scheduled closing time.


 


"Eligible
Collateral" means any cash, securities or other assets listed in paragraph 4(a).


 


"Eligible Equities"
means any Financial Instrument (other than Non-Eligible Equities) from time to time included in the list of financial instruments maintained
by the Company which is a listed equity traded on, via or by an Exchange in any of the following countries:


 


		(i)	Austria



 


		(ii)	Belgium



 


		(iii)	Denmark



 


		(iv)	Finland



 


		(v)	France



 


		(vi)	Germany



 


		(vii)	Italy



 


		(viii)	Portugal



 


		(ix)	Republic
                                            of Ireland



 


		(x)	the
                                            Netherlands



 


		(xi)	Norway



 


		(xii)	Spain



 


		(xiii)	Sweden



 


		(xiv)	Switzerland



 



    181


     


    




 


		(xv)	the
                                            United Kingdom



 


		(xvi)	the
                                            United States,



 


and which is eligible for clearing
as set out in the Rules.


 


"Eligible
Securities" means any securities or other assets listed in paragraph 4(a) other than cash.


 


"Exchange" means
any regulated market, multilateral trading or other trading venue as defined in the Rules.


 


"Exchange Business
Day" means any Scheduled Trading Day on which the relevant Exchange is open for trading for its regular trading sessions (notwithstanding
that Exchange closing prior to its scheduled weekday closing times and without regard to after hours or any other trading outside of
the regular trading session hours).


 


"Exchange Disruption"
means any event (other than an Early Closure) that disrupts or impairs (as determined by the Collateral Monitor) the ability of market
participants in general to effect transactions in, or obtain market values for, the relevant shares on the relevant Exchange.


 


"Financial
Instrument" has the meaning given to it in the Directive 2002/EC of 6 June 2002 on financial collateral arrangements.


 


"Interim Period"
has the meaning given to it in the Collateral Monitoring Deed.


 


"Interoperability Collateral"
means:


 


		(i)	any
                                            cash, securities or other assets standing to the credit of the Interoperability Fund (as
                                            defined in the Rules); or



 


		(ii)	any
                                            cash, securities or other assets credited, deposited or otherwise transferred to the Company
                                            by a Co-operating Clearing House.



 


"Margin Amount" has
the meaning given to the term "Margin" in the Rules.


 


"Market Capitalisation"
means, on any day, the product of A x B:


 


Where:


 


A = the total number of shares in
issue on that day; and


 


B
= the official closing price per share published by a generally recognised pricing source on that day or, if that day is not a
Scheduled Trading Day or if no official closing price is published on that day, the immediately preceding Exchange Business Day on which
an official closing price per share was published, provided that if no such price is published for the three immediately preceding Exchange
Business Days, shall be deemed to be zero.


 


"Market Value" has
the meaning given to it in the Collateral Monitoring Deed.


 


"Non-Eligible Equity"
means:


 


		(i)	shares
                                            issued by any person with a Market Capitalisation of less than €1,000,000,000 (or during
                                            the Interim Period €3,000,000,000);



 


		(ii)	shares
                                            issued by any person (or any Affiliate of that person) recognised as a clearing participant
                                            by a clearing house for the clearance or settlement of transactions in securities, in respect
                                            of which clearing participant a clearing house has declared a default; and



 


		(iii)	shares
                                            issued by or on behalf of a Lender or an Affiliate of a Lender.



 



    182


     


    




 


"Outstanding Facility Amount"
means, at any time, the aggregate of the Base Currency Amount of all Loans outstanding at that time.


 


"Required
Value" means, at any time, the Outstanding Facility Amount (taking into account, where applicable, any Proposed Loan).


 


"Required Value Notice"
has the meaning given in the Collateral Monitoring Deed.


 


"Scheduled Trading Day"
means any day on which the relevant Exchange is scheduled to be open for trading for its regular trading sessions.


 


"Trading Disruption"
means any suspension of or limitation imposed on trading by the relevant Exchange relating to the relevant shares whether by reason of
movements in price exceeding limits permitted by that Exchange or otherwise.


 


		(b)	In
                                            this Schedule 6 and this Agreement, references to Eligible Equities or Acceptable Bonds include
                                            any Book Entry Securities representing or derived from such Eligible Equities or Acceptable
                                            Bonds.



 



    183


     


    




 


Part
II 

Eligible Collateral, Securities and Currency Discount


 


	Category	Eligible
    Collateral	Securities
    and Currency Discount
	1.         
     	Cash in an Acceptable
    Currency	0%
	2.         
     	Acceptable Bonds	·      
    6% for bonds with a residual maturity of less than 1 year

     

    ·      
    8% for bonds with a residual maturity of 1 – 5 years

     

    ·     
    10% for bonds with a residual maturity of 5 – 10 years

     

    ·      
    20% for bonds with a residual maturity of more than 10 years

     

	3.         
     	Eligible Equities	25%



 



    184


     


    




 





Schedule
7 

Form of Compliance Certificate


 


 


 


		To:	Bank of America Europe DAC as Facility Agent



 


		From:	European Central Counterparty
                                            N.V.



 


		Dated:	[                   ]



 


Dear Sirs


 


European
Central Counterparty N.V. – €1,500,000,000 Facility Agreement

originally dated 1 July 2020 as amended and/or restated from time to time (the "Agreement")


 


We refer to the Agreement. This is a Compliance
Certificate. Terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning
in this Compliance Certificate.


 


		1.	[We
                                            confirm that as at the date of this Compliance Certificate:



 


		1.1	the
                                            minimum regulatory capital requirement under EMIR for the Company is [                   ];



 


		1.2	the
                                            Tangible Net Worth of the Company is [                   ],



 


accordingly,
we are in compliance with paragraph (a) of Clause 23.18 (Tangible Net Worth and Guarantor Net Worth); and


 


		1.3	in
                                            accordance with Clause 23.17 (Minimum liquidity requirement), the financial resources
                                            of the Company is equal to or in excess of those required under EMIR for Qualifying Central
                                            Counterparties.]



 


		2.	[We
                                            confirm that no Default is continuing.]4*



 


		3.	[The
                                            Net Worth of the Guarantor is [                   ]
                                            as at the date of this Compliance Certificate and therefore we confirm compliance with the
                                            provisions of paragraph (b) of Clause 23.18 (Tangible Net Worth and Guarantor Net Worth)
                                            and Clause ‎22.1 (Financial
                                            statements).]



 


We
confirm that this the financial statements delivered by the Company pursuant to Clause ‎22.1
(Financial statements) fairly presents the Company’s (or, as the case may be, its consolidated) financial condition as at
the end of and for the period in relation to which those financial statements were drawn up.


 


	Signed:	 	 




 


Chief Executive Officer/Chief Operating Officer/Chief
Financial Officer/Treasurer/Assistant Treasurer of European Central Counterparty N.V.  



 


 


 






4 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.



    185


     


    

 


Schedule
8 



Timetables


 


Part
I 



Revolving Loans


 


"U" = date of utilisation


 


"U - X" = Business Days prior to date of utilisation


 


All times are London time, unless otherwise stated.


 


	 	Loans
    in other currencies 
	Currency
    to be available and convertible into the Base Currency (Clause ‎‎4.3
    (Conditions relating to Optional Currencies))	U-4

     

    3:00 p.m.

     

	Agent
    notifies the Company if a currency is approved as an Optional Currency in accordance with Clause ‎‎4.3
    (Conditions relating to Optional Currencies)	U-3

     

    3:00 p.m.

     



 


 


	 	Loans
    in euro	Loans
    in sterling	Loans
    in U.S. dollars	Loans
    in Swiss Francs pursuant to Revolving Facility B	Loans
    in Swiss Francs pursuant to Revolving Facility E	Loans
    in Danish Krone / Norwegian Krone / Swedish Krona
	Delivery
    of a duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request for Revolving Loans))	U-2

     

    2:00 p.m.

     
	U-1

     

    2:00 p.m.

     
	U-2

     

    2:00 p.m.

     
	U-2

     

    2:00 p.m.

     
	U-2

     

    2:00 p.m.

     
	U-2

     

    2:00 p.m.

     

    (Brussels time)

     

	Delivery
    of a duly completed Required Value Notice (paragraph 6 (Required Value Notice and CSV Collateral File) of Part I of Schedule
    6 (Borrowing Base)) 	U-2

     

    2:00 p.m.

     
	U-1

     

    2:00 p.m.

     
	U-2

     

    2:00 p.m.

     
	U-2

     

    2:00 p.m.

     
	U-2

     

    2:00 p.m.

     
	U-2

     

    2:00 p.m.

     

    (Brussels time)

     




 



    186


     


    




 


	 	Loans
    in euro	Loans
    in sterling	Loans
    in U.S. dollars	Loans
    in Swiss Francs pursuant to Revolving Facility B	Loans
    in Swiss Francs pursuant to Revolving Facility E	Loans
    in Danish Krone / Norwegian Krone / Swedish Krona
	Delivery
    of a CSV Collateral File (paragraph 6 (Required Value Notice and CSV Collateral File) of Part I of Schedule 6 (Borrowing
    Base))	U-2

     

    2:00 p.m.

     
	U-1

     

    2:00 p.m.

     
	U-2

     

    2:00 p.m.

     
	U-2

     

    2:00 p.m.

     
	U-2

     

    2:00 p.m.

     
	U-2

     

    2:00 p.m.

     

    (Brussels time)

     

	Facility
    Agent determines (in relation to a Utilisation) the Base Currency Amount of the Revolving Loan, if required under Clause 5.4 (Lenders'
    participation in Revolving Loans) and notifies the Lenders of the Revolving Loan in accordance with Clause 5.4 (Lenders' participation
    in Revolving Loans)	U-2

     

    5:00 p.m.

     
	U-1

     

    5:00 p.m.

     
	U-2

     

    5:00 p.m.

     
	U-2

     

    5:00 p.m.

     
	U-2

     

    5:00 p.m.

     
	U-2

     

    5:00 p.m.

     

    (Brussels time)

     

	Facility
    Agent receives a notification from a Lender under Clause 7.2 (Unavailability of a currency)	N/A	Quotation
    Day 3:00 p.m.	Quotation
    Day 3:00 p.m..	Quotation
    Day 3:00 p.m.	Quotation
    Day 3:00 p.m.	Quotation Day

     

    3:00 p.m.

     

    (Brussels time)

     

	Facility
    Agent gives notice in accordance with Clause 7.2 (Unavailability of a currency)	N/A	Quotation
    Day 5:00 p.m.	Quotation
    Day 5:00 p.m. 	Quotation
    Day 5:00 p.m.	Quotation
    Day 5:00 p.m. 	Quotation Day

     

    5:00 p.m.

     

    (Brussels time)

     

	Security
    Agent and the Facility Agent receives a Collateral Report showing the Collateral Value will be equal to or greater than the Outstanding
    Facility Amount (taking into account the Proposed Loan)	U

     

    12:00 noon

     
	U

     

    12:00 noon

     
	U

     

    12:00 noon

     
	U

     

    12:00 noon

     
	U

     

    12:00 noon

     
	U

     

    11:00 am

     

    (Brussels time)

     




 



    187


     


    




 


	 	Loans
    in euro	Loans
    in sterling	Loans
    in U.S. dollars	Loans
    in Swiss Francs pursuant to Revolving Facility B	Loans
    in Swiss Francs pursuant to Revolving Facility E	Loans
    in Danish Krone / Norwegian Krone / Swedish Krona
	Each
    Lender to make its participation in a Proposed Loan available to the Facility Agent	U

     

    2:00 p.m.

     
	U

     

    2:00 p.m.

     
	U

     

    2:00 p.m.

     
	U

     

    2:00 p.m.

     
	U

     

    2:00 p.m.

     
	U

     

    11:15 a.m.

     

    (Brussels time)

     

	New
    Utilisation Request to be delivered if Collateral Value is less than Outstanding Facility Amount (taking into account the Proposed
    Loan)	U

     

    2:00 p.m.

     
	U

     

    2:00 p.m.

     
	U

     

    2:00 p.m.

     
	U

     

    2:00 p.m.

     
	U

     

    2:00 p.m.

     
	N/A
	Facility
    Agent makes the Lenders' participation available to the Company if the Collateral Value is equal to or greater than the Outstanding
    Facility Amount (taking into account the Proposed Loan)	U

     

    3:30 p.m.

     
	U

     

    3:30 p.m.

     
	U

     

    3:30 p.m.

     
	U

     

    3:30 p.m.

     
	U

     

    3:30 p.m.

     
	U

     

    12:45 p.m.

     

    (Brussels time)

     

	Facility
    Agent notifies each Revolving Lender and the Company under Clause 10.7 (Notifications)	Quotation
    Day

    as of 12:00 noon (Brussels time)	N/A	N/A	N/A	N/A	Quotation
    Day

    as of 12:00 noon (Brussels time)



 



    188


     


    




 





Part
II 

Swingline Loans


 


"U" = date of utilisation


 


"U - X" = Business Days prior to date of utilisation


 


All times are London time, unless otherwise stated.


 


	 	Loans
    in other currencies 
	Currency
    to be available and convertible into the Base Currency (Clause ‎‎4.3
    (Conditions relating to Optional Currencies))	U-4

     

    3:00 p.m.

     

	Agent
    notifies the Company if a currency is approved as an Optional Currency in accordance with Clause ‎‎4.3
    (Conditions relating to Optional Currencies)	U-3

     

    3:00 p.m.

     



 


	 	Loans
    in euro	Loans
    in sterling	Loans in U.S. dollars

     

     

     
	Loans
    in Swiss Francs pursuant to Swingline Facility B	Loans
    in Swiss Francs pursuant to Swingline Facility E	Loans
    in Danish Krone / Norwegian Krone / Swedish Krona
	Delivery
    of a duly completed Utilisation Request (Clause 6.1 (Delivery of a Utilisation Request for Swingline Loans))	U

     

    10:00 a.m.

     
	U

     

    10:00 a.m.

     
	U

     

    10:00 a.m. (New York time)

     
	U

     

    10.00 a.m.

     
	U-1

     

    3:30 p.m.

     

     

     
	U

     

    8:30 a.m.

     




 



    189


     


    




 


	 	Loans
    in euro	Loans
    in sterling	Loans in U.S. dollars

     

     

     
	Loans
    in Swiss Francs pursuant to Swingline Facility B	Loans
    in Swiss Francs pursuant to Swingline Facility E	Loans
    in Danish Krone / Norwegian Krone / Swedish Krona
	Delivery
    of a duly completed Required Value Notice (paragraph 6 (Required Value Notice and CSV Collateral File) of Part I of Schedule
    6 (Borrowing Base))	U

     

    10:00 a.m.

     
	U

     

    10:00 a.m.

     
	U

     

    10:00 a.m. (New York time)

     
	U

     

    10.00 a.m.

     
	U-1

     

    3:30 p.m.

     

     

     
	U

     

    8:30 a.m.

     

	Delivery
    of a CSV Collateral File (paragraph 6 (Required Value Notice and CSV Collateral File) of Part I of Schedule 6 (Borrowing
    Base))	U

     

    10:00 a.m.

     
	U

     

    10:00 a.m.

     
	U

     

    10:00 a.m. (New York time)

     
	U

     

    10.00 a.m.

     
	U-1

     

    3:30 p.m.

     

     

     
	U

     

    8:30 a.m.

     

	Relevant
    Swingline Agent determines (in relation to a Utilisation) the Base Currency Amount of the relevant Swingline Loan, if required under
    Clause 6.4 (Lenders' participation in Swingline Loans) and notifies the relevant Swingline Lenders of the amount of its participation
    in the Swingline Loan in accordance with Clause 6.4 (Lenders' participation in Swingline Loans)	U

     

    11:30 a.m.

     
	U

     

    11:30 a.m.

     
	U

     

    11:30 a.m.

     

    (New York time)

     
	U

     

    11.30 a.m.

     
	U-1

     

    5:00 p.m.

     

     

     
	U

     

    10:00 a.m.

     

     

     

	Security
    Agent (with a copy to the Facility Agent and each other relevant Swingline Agent) receives a Collateral Report showing the Collateral
    Value will be equal to or greater than the Outstanding Facility Amount (taking into account the Proposed Loan)	U

     

    12:00 noon

     
	U

     

    12:00 noon

     
	U

     

    12:00 noon (New York time)

     
	U

     

    12:00 noon

     
	U

     

    12:00 noon

     
	U

     

    12:00 noon

     




 



    190


     


    




 


 


 


 






 


	 	Loans
    in euro	Loans
    in sterling	Loans in U.S. dollars

     

     

     
	Loans
    in Swiss Francs pursuant to Swingline Facility B	Loans
    in Swiss Francs pursuant to Swingline Facility E	Loans
    in Danish Krone / Norwegian Krone / Swedish Krona
	Each
    relevant Swingline Lender make its participation available to the relevant Agent	U

     

    1:00 p.m.

     
	U

     

    1:00 p.m.

     
	U

     

    1:00 p.m. (New York time)

     
	U

     

    1:00 p.m.

     
	U

     

    1:00 p.m.

     

     

     
	U

     

    1:00 p.m.

     

	New
    Utilisation Request to be delivered if Collateral Value is less than Outstanding Facility Amount (taking into account the Proposed
    Loan)	U

     

    2:00 p.m.

     
	U

     

    2:00 p.m.

     
	U

     

    2:00 p.m.

     

    (New York time)

     
	U

     

    2:00 p.m.

     
	U

     

    2:00 p.m.

     
	U

     

    1:00 p.m.

     

	The
    relevant Swingline Agent makes each relevant Swingline Lenders' participation available to the Company if the Collateral Value is
    equal to or greater than the Outstanding Facility Amount (taking into account the Proposed Loan)	U

     

    2:30 p.m.

     
	U

     

    2:30 p.m.

     
	U

     

    5:30 p.m. (New York time)

     
	U

     

    2:30 p.m.

     
	U

     

    2:30 p.m.

     
	U

     

    2:00 p.m.

     



 



    191


     


    

 


Schedule
9 



Form of Increase Confirmation


 


 


 


		To:	Bank of America Europe DAC as Facility Agent, Citibank N.A., London Branch
                                            as Security Agent and European Central Counterparty N.V. as Company, for and on behalf of
                                            each Obligor



 


		From:	[the Increase Lender]
                                            (the "Increase Lender")



 


		Dated:	[                   ]



 


European Central Counterparty N.V. –
 €1,500,000,000 Facility Agreement

originally dated 1 July 2020 as amended and/or restated from time to time (the "Agreement")


 


		1.	We refer to the Agreement. This is an Increase Confirmation. Terms defined
                                            in the Agreement have the same meaning in this Increase Confirmation unless given a different
                                            meaning in this Increase Confirmation.



 


		2.	We refer to Clause ‎‎2.2
                                            (Increase) of the Agreement.



 


		3.	The Increase Lender agrees to assume and will assume all of the obligations
                                            corresponding to the Commitments specified in the Schedule (the "Relevant Commitments")
                                            as if it had been an Original Lender under the Agreement in respect of the Relevant Commitments.



 


		4.	The proposed date on which the increase in relation to the Increase Lender
                                            and the Relevant Commitments is to take effect (the "Increase Date") is
                                            [                   ].



 


		5.	On the Increase Date, the Increase Lender becomes party to the Finance
                                            Documents as a Lender.



 


		6.	The Facility Office and address and attention details for notices to the
                                            Increase Lender for the purposes of Clause ‎‎34.2
                                            (Addresses) of the Agreement are set out in the Schedule.



 


		7.	The Increase Lender expressly acknowledges the limitations on the Lenders'
                                            obligations referred to in paragraph (g) of Clause ‎‎2.2
                                            (Increase) of the Agreement.



 


		8.	This Increase Confirmation 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 Increase Confirmation.



 


		9.	This Increase Confirmation and any non-contractual obligations arising
                                            out of or in connection with it are governed by English law.



 


		10.	This Increase Confirmation has been entered into on the date stated at
                                            the beginning of this Increase Confirmation.



 



    192


     


    




 


THE SCHEDULE

Relevant Commitment/rights and obligations to be assumed by the Increase Lender


 


[Insert relevant details – including
in respect of a Swingline Commitment]


 


[Facility office address and attention details
for notices and account details for payments]


 


[Increase Lender]


 


By:


 


This Increase Confirmation is accepted as an Increase Confirmation
for the purposes of the Agreement by the Facility Agent and the Increase Date is confirmed as [                   ].


 


Facility Agent  


 


By:  



 



    193


     


    

 


Schedule
10 



Form of Accordion Increase Request


 


 


 


		From:	European Central Counterparty N.V.

                                            Cboe Global Markets, Inc.



 


		To:	Bank of America Europe DAC as Facility Agent



 


		Dated:	[                   ]



 


Dear Sirs


 


European Central Counterparty N.V. –
 €1,500,000,000 Facility Agreement

originally dated 1 July 2020 as amended and/or restated from time to time (the "Agreement")


 


		1.	We refer to the Agreement. This is an Accordion Increase Request. Terms defined
                                            in the Agreement have the same meaning in this Accordion Increase Request unless given a
                                            different meaning in this Accordion Increase Request.



 


		2.	We wish to request an increase of the Total Revolving Facility Commitments
                                            on the following terms:



 


	 	Specify Facility/Facilities:	[                   ]




 


	 	Proposed Accordion Increase Date:	[                   ] (or,
  if that is not a Business Day, the next Business Day)




 


	 	Accordion Increase Amount:	[                   ]




 


	 	Total Commitments following increase:	[                   ]




 


		3.	The Accordion Increase Amount will be met by [the following existing Lenders
                                            increasing their Commitments in the amounts set out below] [and ][the following Accordion
                                            Increase Lenders acceding to the Agreement in respect of the relevant Commitments set out
                                            below:



 


	Lender
    or Accordion Increase 

    Lender	Current
    Revolving Facility 

    [A/B/C/D/E/F] Commitment

     (if applicable)	Revolving
    Facility Commitment

    [A/B/C/D/E/F] following

    increase
	[                   ]	[                   ]	[                   ]
	[                   ]	[                   ]	[                   ]


 


	Lender
    or Accordion Increase

    Lender	Current
    Swingline

    [A/B/[C/D/E/F] Facility

    Commitment

     (if applicable)	Swingline
    [A/B/C/D/E/F] 

    Commitment following increase
	[                   ]	[                   ]	[                   ]
	[                   ]	[                   ]	[                   ]


 


		4.	This Accordion Increase Request is irrevocable.



 


Yours faithfully


 



    194


     


    




 


 


.......................................

authorised signatory for European Central Counterparty N.V.





 


Yours faithfully


 


.......................................

authorised signatory for Cboe Global Markets, Inc.


 



    195


     


    

 


Schedule
11 



Form of Accordion Increase Confirmation


 


 


 


		To:	Bank of America Europe DAC as Facility Agent



 


European Central Counterparty N.V. as Company and


 


Cboe Global Markets, Inc. as Guarantor


 


		From:	[                   ]
                                            (the "Accordion Increase Lender")



 


		Dated:	[                   ]



 


European Central Counterparty N.V. –
 €1,500,000,000 Facility Agreement

originally dated 1 July 2020 as amended and/or restated from time to time (the "Agreement")


 


		1.	We refer
                                            to the Agreement. This is an Accordion Increase Confirmation. Terms defined in the Agreement
                                            have the same meaning in this Accordion Increase Confirmation unless given a different meaning
                                            in this Accordion Increase Confirmation.



 


		2.	We refer
                                            to Clause 2.3 (Increase – Accordion Option) of the Agreement.



 


		3.	The Accordion
                                            Increase Lender agrees to assume and will assume all of the obligations corresponding to
                                            the Commitment specified in the Schedule (the "Relevant Commitment") as
                                            if it was an Original Lender under the Agreement.



 


		4.	The proposed
                                            date on which the increase in relation to the Accordion Increase Lender and the Relevant
                                            Commitment is to take effect is [                   ].



 


		5.	On the Accordion
                                            Increase Date, the Accordion Increase Lender becomes a Party to the Finance Documents as
                                            a "Lender".



 


		6.	The Facility
                                            Office and address and attention details for notices to the Accordion Increase Lender for
                                            the purposes of Clause 34.2 (Addresses) of the Agreement are set out in the Schedule
                                            hereto.



 


		7.	The Accordion
                                            Increase Lender expressly acknowledges the limitations on the Lenders' obligations referred
                                            to in paragraph (k) of Clause 2.3 (Increase – Accordion Option) of the Agreement.



 


		8.	The Accordion
                                            Increase Lender confirms, for the benefit of the Facility Agent and each Swingline Agent
                                            and without liability to any Obligor, that it is [a Qualifying Lender (other than a Treaty
                                            Lender)].



 


		9.	This Accordion
                                            Increase Confirmation 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 Accordion Increase
                                            Confirmation.



 


		10.	This Accordion
                                            Increase Confirmation and any non-contractual obligations arising out of or in connection
                                            with it are governed by English law.



 


		11.	This Accordion
                                            Increase Confirmation has been entered into on the date stated at the beginning of this Accordion
                                            Increase Confirmation.



 


Note: The execution of this Accordion Increase Confirmation may
not be sufficient for the Accordion Increase Lender to obtain the benefit of guarantees and security provided in respect of the Agreement
in all jurisdictions. It is the responsibility of the Accordion Increase Lender to ascertain whether any other documents or other formalities
are required to obtain the benefit of any security/guarantees in any jurisdiction and, if so, to arrange for execution of those documents
and completion of those formalities.


 



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THE SCHEDULE


 


Relevant Commitment/rights and obligations
to be assumed by the Accordion Increase Lender


 


[Insert relevant details – including
in respect of a Swingline Commitment]


 


[Facility Office address and attention details
for notices and account details for payments]


 


[Accordion Increase Lender]


 


By:


 


This Accordion Increase Confirmation is accepted as an Accordion Increase
Confirmation for the purposes of the Agreement by the Facility Agent and the Accordion Increase Date is confirmed as [                   ].


 


Facility Agent


 


By:


 



    197


     


    

 


Schedule
12 



Designated Entities


 


Part
I 



List of Designated Entities


 


	Name
    of Appointing Lender	Designated
    Entity	Jurisdiction/Currency
    in relation to 

    which the Designated Entity will 

    participate in Loans
	Bank
    of America Europe DAC	Bank of America, N.A.	USD
	Citibank, N.A., London Branch
	Citibank, N.A.	USD
    (in relation to Swingline Facility E only)



 


 



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Part
II 



Form of Designated Entity Accession Agreement


 


		To:	Bank of America Europe
                                            DAC as Facility Agent



 


		From:	[Designated Entity]
                                            and [Appointing Lender]



 


		Date:	[                   ]



 


European Central Counterparty N.V. –
 €1,500,000,000 Facility Agreement

originally dated 1 July 2020 as amended and/or restated from time to time (the "Agreement")


 


		1.	Words and expressions defined in the Agreement have the same meaning in
                                            this Designated Entity Accession Agreement.



 


		2.	We refer to Clause 2.5 (Designated Entities) of the Agreement.
                                            This is a Designated Entity Accession Agreement.



 


		3.	The Appointing Lender designates the Designated Entity as its Facility
                                            Office for the purposes of participating in Loans to the Company in [currency].



 


		4.	[Name of Designated Entity] agrees to become a party to and to be bound
                                            by the terms of the Agreement as a Designated Entity.



 


		5.	For the purposes of Clause 34 (Notices) of the Agreement, the Designated
                                            Entity's address for notices is:



 


[                   ]


 


		6.	This Designated Entity Accession Agreement and any non-contractual obligations
                                            arising in connection with it are governed by English law.



 


[Designated Entity]


 


By:


 


[Appointing Lender]


 


By:


 


Bank of America Europe DAC


 



    199


     


    

 


Schedule
13 



Term Rate Terms


 


Part
I 



CIBOR – Copenhagen Interbank Offered Rate


 


	CIBOR Currency    

    

    CURRENCY:  	Danish Krone.  
	 	 
	Revolving Loan RFR Rate as a fallback   

    

    Revolving Loan RFR Rate will not apply as a fallback.  	 
	 	 
	Cost of funds as a fallback 	 
	 	 
	Cost of funds will apply as a fallback
	 
	Definitions	 
	 	 
	Alternative Term Rate:	None specified.
	 	 
	Alternative Term Rate Adjustment:	None specified.
	 	 
	Business Day / Swingline Business Day:	Any day on which banks are open for general
    business in Copenhagen.
	 	 
	Business Day Conventions (definition of "Month" and Clause
    11.3 (Non-Business Days)):	(a)	If any period is expressed to accrue by reference to a Month
    or any number of Months then, in respect of the last Month of that period:
	 	 	 
	 	 	(i)	if the numerically corresponding day is not a Business Day,
    that period shall end on the next Business Day or Swingline Business Day (as applicable) 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 or Swingline Business Day (as applicable);
    and
	 	 	 	 
	 	 	(ii)	if there is no numerically corresponding day in the calendar month in which that period is to end, that
    period shall end on the last Business Day or Swingline Business Day (as applicable) in that calendar month.
	 	 	 	 
	 	(b)	If an Interest Period would otherwise end on a day which is
    not a Business Day or Swingline Business Day (as applicable), that Interest Period will instead end on the next Business Day or Swingline
    Business Day (as applicable) in that calendar month (if there is one) or the preceding Business Day or Swingline Business Day (as
    applicable) (if there is not). 



 



    200


     


    




 


	Fallback Interest Period:	1 week
	 	 
	Quotation Day:	Two Business Days or Swingline Business Days (as applicable)
    before the first day of that period (unless market practice differs in the Relevant Market, in which case the Quotation Day will
    be determined by the Facility Agent in accordance with market practice in the Relevant Market (and if quotations would normally be
    given on more than one day, the Quotation Day will be the last of those days)). 
	 	 
	Quotation Time:	In respect of the Primary Term Rate and the Swingline
    Rate, Quotation Day 11:00 a.m. (Brussels time).
	 	 
	Relevant Market:	The Danish interbank market.
	 	 
	Primary Term Rate:	In relation to CIBOR, the Copenhagen interbank offered rate administered by the Danish Bankers' Association (or any other person
    which takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication
    by the administrator) on the Thomson Reuters screen. If such service ceases to be available, the Facility Agent may specify another
    service, displaying the relevant rate after consultation with the Company and the relevant Revolving Facility C Lenders, the Revolving
    Facility F Lender, the relevant Swingline Facility C Lenders and the Swingline Facility F Lender.      
	 	 
	Rate fixing timings	1 week. 
	 	 
	Market Disruption Rate:	The applicable Revolving Loan Term Rate. 
	 	 
	Deadline for Lenders to report market disruption (Clause 12.2 (Market
    disruption – Revolving Loans)):	Close of business in Copenhagen on the Quotation Day for the relevant Interest Period.            
     



 



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Part
II 



NIBOR – Norwegian Interbank Offered Rate


 


	NIBOR Currency    

    

    CURRENCY:  	

    Norwegian Krone.  
	 	 
	Revolving Loan RFR Rate as a fallback

         

        Revolving Loan RFR Rate will not apply as a fallback.  
	 
	 	 
	Cost of funds as a fallback 	 
	 	 
	Cost of funds will apply as a fallback	 
	 	 
	Definitions	 
	 	 
	Alternative Term Rate:	None specified.
	 	 
	Alternative Term Rate Adjustment:	None specified.
	 	 
	Business Day / Swingline Business Day:	Any day on which banks are open for general
    business in Norway.
	 	 
	Business Day Conventions (definition of "Month" and Clause
    11.3 (Non-Business Days)):	(a)	If any period is expressed to accrue by reference to a Month
    or any number of Months then, in respect of the last Month of that period:
	 	 	 
	 	 	(i)	if the numerically corresponding day is not a Business Day
    or Swingline Business Day (as applicable), that period shall end on the next Business Day or Swingline Business Day (as applicable)
    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 or Swingline Business Day (as applicable); and
	 	 	 	 
	 	 	(ii)	if there is no numerically corresponding day in the calendar month in which that period is to end, that
    period shall end on the last Business Day or Swingline Business Day (as applicable) in that calendar month.
	 	 	 	 
	 	(b)	If an Interest Period would otherwise end on a day which is
    not a Business Day or Swingline Business Day (as applicable), that Interest Period will instead end on the next Business Day or Swingline
    Business Day (as applicable) in that calendar month (if there is one) or the preceding Business Day or Swingline Business Day (as
    applicable) (if there is not). 



 



    202


     


    




 



	Fallback Interest Period:	1 week
	 	 
	Quotation Day:	Two Business Days or Swingline Business Days (as applicable) before the first day
    of that period (unless market practice differs in the Relevant Market, in which case the Quotation Day will be determined by the
    Facility Agent in accordance with market practice in the Relevant Market (and if quotations would normally be given on more than
    one day, the Quotation Day will be the last of those days)).
	 	 
	Quotation Time:	In respect of the Primary Term Rate and the Swingline Rate, Quotation Day 12:00
    (Brussels time).
	 	 
	Relevant Market:	The Norwegian interbank market.
	 	 
	Primary Term Rate:	In relation to NIBOR, the Norwegian interbank offered rate administered by Finansielle
    Referanser AS (NoRe) (or any other person which takes over the administration of that rate) for the relevant period displayed (before
    any correction, recalculation or republication by the administrator) on the Thomson Reuters screen; If such service ceases to be
    available, the Facility Agent may specify another service, displaying the relevant rate after consultation with the Company, the
    relevant Revolving Facility C Lenders, the Revolving Facility F Lender, the Swingline Facility C Lenders and the Swingline Facility
    F Lender.
	 	 
	Rate fixing timings	1 week.
	 	 
	Market Disruption Rate:	The applicable Revolving Loan Term Rate.
	 	 
	Deadline for
    Lenders to report market disruption (Clause 12.2 (Market disruption – Revolving Loans)):	Close of business in Oslo on the Quotation Day for the relevant Interest Period.




 



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Part
III


 




STIBOR – Stockholm Interbank Offered Rate


 


	STIBOR Currency    

    

    CURRENCY:  	

    Swedish Krona.  
	 	 
	Revolving Loan RFR Rate as a fallback   

    

    Revolving Loan RFR Rate will not apply as a fallback.  	 
	 	 
	Cost of funds as a fallback	 
	 	 
	Cost of funds will apply as a fallback	 
	 	 
	Definitions	 
	 	 
	Alternative Term Rate:	None specified.
	 	 
	Alternative Term Rate Adjustment:	None specified.
	 	 
	Business Day/Swingline Business Day:	Any day on which banks are open for general business in Stockholm.
	 	 
	Business Day Conventions (definition of "Month" and Clause
    11.3 (Non-Business Days)):	No rules specified.
	 	 
	Fallback Interest Period:	1 week
	 	 
	Quotation Day:	Two Business Days or Swingline Business
    Days (as applicable) before the first day of that period (unless market practice differs in the Relevant Market, in which case the
    Quotation Day will be determined by the Agent in accordance with market practice in the Relevant Market (and if quotations would
    normally be given on more than one day, the Quotation Day will be the last of those days)).
	 	 
	Relevant Market:	The Swedish interbank market.
	 	 
	Quotation Time	In respect of the Primary Term Rate and
    the Swingline Rate, Quotation Day 11:00 a.m. (Brussels time).
	 	 
	Primary Term Rate:	In relation to STIBOR, the Stockholm interbank offered rate
    administered by Swedish Financial Benchmark Facility AB (or any other person which takes over the administration of that rate) for
    the relevant period displayed (before any correction, recalculation or republication by the administrator) on the Thomson Reuters
    screen. If such service ceases to be available, the Agent may specify another service, displaying the relevant rate after consultation
    with the Company, the relevant Revolving Facility C Lenders, the Revolving Facility F Lender, the Swingline Facility C Lenders and
    the Swingline Facility F Lender.
	 	 
	Rate fixing timings	U-2
	 	 
	Market Disruption Rate:	The applicable Revolving Loan Term Rate.
    
	 	 
	Deadline for Lenders to report market disruption (Clause 12.2 (Market
    disruption – Revolving Loans)):	Close of business in Stockholm on the
    Quotation Day for the relevant Interest Period.
	 	 	 



 



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Part
IV 

Euro (Revolving Loans)


 


	Revolving Loan RFR Rate as a fallback

     

    Revolving Loan RFR Rate will not apply as a fallback.

     

    Cost of funds as a fallback

     

	Cost of funds will apply as a fallback.
    
	Definitions	 
	Additional Business Days:	A TARGET Day.
	Alternative Term Rate:	None specified.
	Alternative Term Rate Adjustment:	None specified.
	Business Day Conventions (definition
    of "Month" and Clause 11.3 (Non-Business Days)):	(a)            
    If any period is expressed to accrue by reference to a Month or any number of Months then, in
    respect of the last Month of that period:
	(i)            
    subject to paragraph (iii) below, if the numerically corresponding day is not a Business Day, that period shall end on the
    next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding
    Business Day;

     

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

     

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

     

	 	(b)        
    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).
	Fallback Interest Period:	Five Business Days
	Market Disruption Rate:	The applicable Revolving Loan Term Rate. 
	Primary Term Rate:	The euro interbank offered rate administered by the
    European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed
    (before any correction, recalculation or republication by the administrator) on page EURIBOR01 of the Thomson Reuters screen, provided
    that if that rate is less than zero, it shall be deemed to be zero.
	Quotation Day:	Two TARGET Days before the first day of the relevant
    Interest Period (unless market practice differs in the Relevant Market, in which case the Quotation Day will be determined by the
    Facility Agent in accordance with market practice in the Relevant Market (and if quotations would normally be given on more than
    one day, the Quotation Day will be the last of those days)).
	Quotation Time:	Quotation Day 11:00 a.m. (Brussels time).
	Relevant Market:	The European interbank market.
	Deadline for Lenders to report market disruption
    in accordance with Clause 12.2 (Market disruption- Revolving Loans):	Close of business in London on the Quotation Day
    for the relevant Loan.



 






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Schedule
14 

RFR Terms


 


Part
I 

Sterling


 


	CURRENCY:	Sterling.
	Cost of funds as a fallback
	Cost of funds will not apply as a fallback.
	Definitions	 
	Additional Business Days:	An RFR Banking Day.
	Applicable Rate Floor:	Zero.
	Credit Adjustment Spread:	Length of Interest Period	Credit Adjustment Spread
	 	One Week 	0.0168 per cent. per annum
	 	One Month or less but greater than one week	0.0326 per cent. per annum
	Break Costs:	None specified.
	Business Day Conventions (definition
    of "Month" and Clause 11.3 (Non-Business Days)):	(a)           If
    any period is expressed to accrue by reference to a Month or any number of Months then, in respect of the last Month of that period:
	(i)        subject
    to paragraph (iii) below, if the numerically corresponding day is not a Business Day, that period shall end on the next Business
    Day or Swingline Business Day (as applicable) 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 or Swingline Business Day (as applicable);

     

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

     

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

     

	 	(b)        If
    an Interest Period would otherwise end on a day which is not a Business Day or Swingline Business Day (as applicable), that Interest
    Period will instead end on the next Business Day or Swingline Business Day (as applicable) in that calendar month (if there is one)
    or the preceding Business Day or Swingline Business Day (as applicable) (if there is not).
	Central Bank Rate:	The Bank of England's Bank Rate as published
    by the Bank of England from time to time.



 







    206


     


    

 





	Central Bank Rate Adjustment:	In relation to the Central Bank Rate prevailing at close of business
    on any RFR Banking Day, the 20 per cent. trimmed arithmetic mean (calculated by the Facility Agent, or by any other Finance Party
    which agrees to do so in place of the Facility Agent) of the Central Bank Rate Spreads for the five most immediately preceding RFR
    Banking Days for which the RFR is available.

     

    For this purpose, "Central Bank Rate Spread"
    means, in relation to any RFR Banking Day, the difference (expressed as a percentage rate per annum) calculated by the Facility Agent
    (or by any other Finance Party which agrees to do so in place of the Facility Agent) between:

     

    (a)        
    the RFR for that RFR Banking Day; and

     

    (b)        
    the Central Bank Rate prevailing at close of business on that RFR Banking Day.

     

	Daily Rate:	The "Daily Rate" for any RFR Banking Day is:

     

    (a)        
    the RFR for that RFR Banking Day; or

     

    (b)        
    if the RFR is not available for that RFR Banking Day, the percentage rate per annum which is the aggregate of:

     

    (i)            
    the Central Bank Rate for that RFR Banking Day; and

     

    (ii)           
    the applicable Central Bank Rate Adjustment; or

     

    (c)        
    if paragraph (b) above applies but the Central Bank Rate for that RFR Banking Day is not available, the percentage rate per
    annum which is the aggregate of:

     

    (i)            
    the most recent Central Bank Rate for a day which is no more than five RFR Banking Days before that RFR Banking Day; and

     

    (ii)           
    the applicable Central Bank Rate Adjustment,

     

    rounded, in each case, to four decimal places
    (with 0.000005 being rounded upwards) and if, in each case, that rate or, in relation to an RFR Revolving Loan, the aggregate of
    that rate and the applicable Credit Adjustment Spread, is less than the Applicable Rate Floor, the Daily Rate shall be deemed to
    be the Applicable Rate Floor or, in relation to an RFR Revolving Loan, such a rate that the aggregate of the Daily Rate and the applicable
    Credit Adjustment Spread is the Applicable Rate Floor.

     

	Lookback Period:	Five RFR Banking Days.
	Market Disruption Rate:	None specified. 
	Relevant Market:	The sterling wholesale market.
	Reporting Day:	Not applicable. 
	RFR:	The SONIA (sterling overnight index average) reference
    rate displayed on the relevant screen of any authorised distributor of that reference rate.
	RFR Banking Day:	A day (other than a Saturday or Sunday) on which
    banks are open for general business in London.
	Reporting Times	Not applicable.


 






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Part
II 

Dollar (Revolving Loan)


 


	CURRENCY:	Dollars.
	Cost of funds as a fallback
	Cost of funds will not apply as a fallback.
    
	Definitions	 
	Additional Business Days:	An RFR Banking Day.
	Applicable Rate Floor:	Zero.
	Credit Adjustment Spread:	Length of Interest Period	Credit Adjustment Spread
	 	One Week 	0.03839 per cent. per annum
	 	One Month or less but greater than one week	0.11448 per cent. per annum
	Break Costs:	None specified.
	Business Day Conventions (definition
    of “Month” and Clause 11.3 (Non-Business Days)):	(a)        If
    any period is expressed to accrue by reference to a Month or any number of Months then, in respect of the last Month of that period:
	(i)        subject
    to paragraph (iii) below, if the numerically corresponding day is not a Business Day, that period shall end on the next Business
    Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business
    Day;
	 	(ii)        if
    there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last
    Business Day in that calendar month; and
	 	(iii)       if
    an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in
    the calendar month in which that Interest Period is to end.
	 	(b)        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).



 






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	Central Bank Rate:	(a)        
    The short-term interest rate target set by the US Federal Open Market Committee as published by the Federal Reserve Bank of
    New York from time to time; or

     

    (b)        
    if that target is not a single figure, the arithmetic mean of:

     

    (i)            
    the upper bound of the short-term interest rate target range set by the US Federal Open Market Committee and published by
    the Federal Reserve Bank of New York; and

     

    (ii)           
    the lower bound of that target range.

     

	Central Bank Rate Adjustment:	In relation to the Central Bank Rate prevailing at close of business
    on any RFR Banking Day, the 20 per cent. trimmed arithmetic mean (calculated by the Facility Agent, or by any other Finance Party
    which agrees to do so in place of the Facility Agent) of the Central Bank Rate Spreads for the five most immediately preceding RFR
    Banking Days for which the RFR is available.

     

    For this purpose, “Central Bank Rate Spread”
    means, in relation to any RFR Banking Day, the difference (expressed as a percentage rate per annum) calculated by the Facility Agent
    (or by any other Finance Party which agrees to do so in place of the Facility Agent) between:

     

    (a)       the
    RFR for that RFR Banking Day; and

     

    (b)       the
    Central Bank Rate prevailing at close of business on that RFR Banking Day.

     

	Daily Rate:	The “Daily Rate” for any RFR Banking Day is:

     

    (a)        
    the RFR for that RFR Banking Day; or

     

    (b)        
    if the RFR is not available for that RFR Banking Day, the percentage rate per annum which is the aggregate of:

     

    (i)            
    the Central Bank Rate for that RFR Banking Day; and

     

    (ii)           
    the applicable Central Bank Rate Adjustment; or

     

    (c)        
    if paragraph (b) above applies but the Central Bank Rate for that RFR Banking Day is not available, the percentage rate per
    annum which is the aggregate of:

     

    (i)            
    the most recent Central Bank Rate for a day which is no more than five RFR Banking Days before that RFR Banking Day; and

     

    (ii)           
    the applicable Central Bank Rate Adjustment,

     

    rounded, in each case, to five decimal places (with 0.000005 being
    rounded upwards) and if, in each case, that rate or, in relation to an RFR Revolving Loan, the aggregate of that rate and the applicable
    Credit Adjustment Spread is less than the Applicable Rate Floor, the Daily Rate shall be deemed to be the Applicable Rate Floor or,
    in relation to an RFR Revolving Loan, such a rate that the aggregate of the Daily Rate and the applicable Credit Adjustment Spread
    is the Applicable Rate Floor.

     

	Lookback Period:	Five RFR Banking Days.
	Market Disruption Rate:	None specified. 
	Relevant Market:	The market for overnight cash borrowing
    collateralised by US Government Securities.
	Reporting Day: 	Not applicable. 
	RFR:	The secured overnight financing
    rate (SOFR) administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that
    rate) published by the Federal Reserve Bank of New York (or any other person which takes over the publication of that rate).
	RFR Banking Day:	Any day other than:

     

    (a)        
    a Saturday or Sunday; and

     

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

     

	Reporting Times: 	Not applicable. 



 






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Part
III 

Swiss Francs


 


	CURRENCY:	Swiss francs.
	Cost of funds as a fallback
	Cost of funds will not apply as a fallback.
    
	Definitions	 
	Additional Business Days:	An RFR Banking Day.
	Applicable Rate Floor:	Zero.
	Credit Adjustment Spread:	Length of Interest Period	Credit Adjustment Spread
	 	One Week 	-0.0705 per cent. per annum
	 	One Month or less but greater than one week	-0.0571 per cent. per annum
	Break Costs:	None specified. 
	Business Day Conventions (definition
    of "Month" and Clause 11.3 (Non-Business Days)):	(a)          If
    any period is expressed to accrue by reference to a Month or any number of Months then, in respect of the last Month of that period:
	(i)        subject
    to paragraph (iii) below, if the numerically corresponding day is not a Business Day or Swingline Business Day (as applicable), that
    period shall end on the next Business Day or Swingline Business Day (as applicable) 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 or Swingline Business Day (as applicable);

     

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

     

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

     

	 	(b)        If
    an Interest Period would otherwise end on a day which is not a Business Day or Swingline Business Day (as applicable), that Interest
    Period will instead end on the next Business Day or Swingline Business Day (as applicable) in that calendar month (if there is one)
    or the preceding Business Day or Swingline Business Day (as applicable) (if there is not).
	Central Bank Rate:	The policy rate of the Swiss National
    Bank as published by the Swiss National Bank from time to time.
	Central Bank Rate Adjustment:	In relation to the Central Bank Rate
    prevailing at close of business on any RFR Banking Day, the 20 per cent. trimmed arithmetic mean (calculated by the Facility Agent,
    or by any other Finance Party which agrees to do so in place of the Facility Agent) of the Central Bank Rate Spreads for the five
    most immediately preceding RFR Banking Days for which the RFR is available.
	 	For this purpose, "Central Bank Rate Spread"
    means, in relation to any RFR Banking Day, the difference (expressed as a percentage rate per annum) calculated by the Facility Agent
    (or by any other Finance Party which agrees to do so in place of the Facility Agent) between:

     

    (a)       the
    RFR for that RFR Banking Day; and

     

    (b)       the
    Central Bank Rate prevailing at close of business on that RFR Banking Day.

     




 






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	Daily Rate:	The "Daily Rate" for
    any RFR Banking Day is:
	 	(a)          
    the RFR for that RFR Banking Day; or
	 	(b)        
    if the RFR is not available for that RFR Banking Day, the percentage rate per annum which is the aggregate of:

     

    (i)       the
    Central Bank Rate for that RFR Banking Day; and

     

    (ii)       the
    applicable Central Bank Rate Adjustment; or

     

    (c)        
    if paragraph (b) above applies but the Central Bank Rate for that RFR Banking Day is not available, the percentage rate per
    annum which is the aggregate of:

     

    (i)            
    the most recent Central Bank Rate for a day which is no more than five RFR Banking Days before that RFR Banking Day; and

     

    (ii)           
    the applicable Central Bank Rate Adjustment,

     

    rounded, in each case, to six decimal places (with 0.0000005 being
    rounded upwards) and if, in each case, that rate or, in relation to an RFR Revolving Loan, the aggregate of that rate and the applicable
    Credit Adjustment Spread, is less than the Applicable Rate Floor, the Daily Rate shall be deemed to be the Applicable Rate Floor
    or, in relation to an RFR Revolving Loan, such a rate that the aggregate of the Daily Rate and the applicable Credit Adjustment Spread
    is the Applicable Rate Floor.

     

	Lookback Period:	Five RFR Banking Days.
	Market Disruption Rate:	None specified. 
	Relevant Market:	The Swiss francs overnight repo market.
	Reporting Day:	Not applicable. 
	RFR:	The SARON (Swiss Average Rate Overnight) reference
    rate administered by SIX (or any other person which takes over the administration of that rate) as at the close of trading on the
    SIX Swiss Exchange on the relevant day displayed on page SARON.S of the Thomson Reuters screen under the heading CLSFIX.
	RFR Banking Day:	A day (other than a Saturday or Sunday) on which
    banks are open for the settlement of payments and foreign exchange transactions in Zurich.
	Reporting Times:	Not applicable.



 









    211


     


    

 


Schedule
15 

Daily Non-Cumulative Compounded RFR Rate


 


The "Daily Non-Cumulative Compounded
RFR Rate" for any RFR Banking Day "i" during an Interest Period for an RFR Loan is the percentage rate per annum (without
rounding) calculated as set out below:


 





 


where:


 


"UCCDRi" means the
Unannualised Cumulative Compounded Daily Rate for that RFR Banking Day "i";


 


"UCCDRi-1" means,
in relation to that RFR Banking Day "i", the Unannualised Cumulative Compounded Daily Rate for the immediately preceding
RFR Banking Day (if any) during that Interest Period;


 


"dcc" means 360 or, in any case
where market practice in the Relevant Market is to use a different number for quoting the number of days in a year, that number;


 


"ni" means the number
of calendar days from, and including, that RFR Banking Day "i" up to, but excluding, the following RFR Banking Day;
and


 


the "Unannualised Cumulative Compounded
Daily Rate" for any RFR Banking Day (the "Cumulated RFR Banking Day") during that Interest Period is the result
of the below calculation (without rounding):


 





 


where:


 


"ACCDR" means the Annualised
Cumulative Compounded Daily Rate for that Cumulated RFR Banking Day;


 


"tni" means the number
of calendar days from, and including, the first day of the Cumulation Period to, but excluding, the RFR Banking Day which immediately
follows the last day of the Cumulation Period;


 


"Cumulation Period" means the
period from, and including, the first RFR Banking Day of that Interest Period to, and including, the Cumulated RFR Banking Day;


 


"dcc" has the meaning given
to that term above; and


 


the "Annualised Cumulative Compounded
Daily Rate" for that Cumulated RFR Banking Day is the percentage rate per annum (without rounding) calculated as set out below:


 





 


where:


 


"d0" means the number
of RFR Banking Days in the Cumulation Period;


 


"Cumulation Period" has the
meaning given to that term above;


 


"i" means a series of whole
numbers from one to d0, each representing the relevant RFR Banking Day in chronological order in the Cumulation Period;


 


"DailyRatei-LP" means,
for any RFR Banking Day "i" in the Cumulation Period, the Daily Rate for the RFR Banking Day which is the applicable Lookback
Period prior to that RFR Banking Day "i";


 


"ni" means, for any
RFR Banking Day "i" in the Cumulation Period, the number of calendar days from, and including, that RFR Banking Day "i"
up to, but excluding, the following RFR Banking Day;


 


"dcc" has the meaning given
to that term above; and


 


"tni" has the meaning
given to that term above.


 






    


     


    

 


[Note:
signature pages have not been amended or restated pursuant to the 2021 Amendment and Restatement Agreement]


 


The
Company


 


European Central Counterparty N.V.


 


		Address:	World Trade Center, Tower I, Level 3



 


Strawinskylaan 1847, 1077 XX Amsterdam


 


The Netherlands


 


		Email:	compliance@euroccp.com



 


		Tel:	+31 20 5703300



 


		Attention:	Corporate Secretary



 


	By:	 	 
	 	 
	Name: A.C. Siegmann	 
	 	 
	By:	        	 
	 	 
	Name: C.I. Nagel	 




 






     


     


    

 


The Guarantor


 


Cboe Global Markets, Inc.


 


	Address:	400 South LaSalle Street, Chicago, Illinois 60605



 


	Fax No:N/A	



 


	Attention:	Brian N. Schell



 


	By:	           	 
	 	 
	Name:	Brian N. Schell, Executive Vice President,	
	 	Chief Financial Officer and Treasurer	 




 






     


     


    

 


Co-ordinator


 


Bank of America Merrill Lynch International Designated
Activity Company


 


	By:	          	 
	 	 
	Name:	 




 






     


     


    

 


 



 


	Bookrunner Mandated Lead Arrangers 	 
	 	 
	Bank of America Merrill Lynch International Designated Activity Company
	 	 
	By:	 	 
	 	 
	Name:	 
	 	 
	Bank of China Limited, London Branch	 
	 	 
	By:	 	 
	 	 
	Name:	 
	 	 
	Barclays Bank PLC	 
	 	 
	By:	 	 
	 	 
	Name:	 
	 	 
	Citigroup Global Markets Limited	 
	 	 
	By:	 	 
	 	 
	Name:	 
	 	 
	Deutsche Bank Luxembourg S.A.	 
	 	 
	By:	 	 
	 	 
	Name:	 
	 	 
	Goldman Sachs Bank USA	 
	 	 
	By:	 	 
	 	 
	Name:	 



 






    


     


    

 





	J.P. Morgan Securities plc
	 	 
	By:	 	 
	 	 
	Name:	 
	 	 
	Nordea Danmark, Filial af Nordea Bank Abp, Finland	 
	 	 
	By:	 	 
	 	 
	Name:	 
	 	 
	Royal Bank of Canada	 
	 	 
	By:	 	 
	 	 
	Name:	 
	 	 
	The Toronto-Dominion Bank, London Branch	 
	 	 
	By:	 	 
	 	 
	Name:	 



 






    


     


    

 


	Mandated Lead Arrangers	 
	 	 
	Industrial and Commercial Bank of China Limited London Branch	 
	 	 
	By:	 	 
	 	 
	Name:	 



 






    


     


    

 





	Sumitomo Mitsui Banking Corporation Europe Limited	 
	 	 
	By:	 	 
	 	 
	Name:	 


 






    


     


    

 





	The Original Revolving Lenders	 
	 	 
	Bank of America Merrill Lynch International Designated Activity Company
	 	 
	By:	 	 
	 	 
	Name:	 
	 	 
	Bank of China Limited, London Branch	 
	 	 
	By:	 	 
	 	 
	Name:	 
	 	 
	Barclays Bank PLC	 
	 	 
	By:	 	 
	 	 
	Name:	 
	 	 
	Citibank, N.A., London Branch	 
	 	 
	By:	 	 
	 	 
	Name:	 
	 	 
	Deutsche Bank Luxembourg S.A.	 
	 	 
	By:	 	 
	 	 
	Name:	 



 






    


     


    

 


	Goldman Sachs Bank USA	 
	 	 
	By:	 	 
	 	 
	Name:	 


 






    


     


    

 





	Industrial and Commercial Bank of China Limited London Branch	 
	 	 
	By:	 	 
	 	 
	Name:	 


 






    


     


    

 





	JPMorgan Chase Bank, N.A., London Branch
	 	 
	By:	 	 
	 	 
	Name:	 
	 	 
	Nordea Danmark, Filial af Nordea Bank Abp, Finland	 
	 	 
	By:	 	 
	 	 
	Name:	 
	 	 
	Royal Bank of Canada	 
	 	 
	By:	 	 
	 	 
	Name:	 
	 	 
	Sumitomo Mitsui Banking Corporation, Brussels Branch	 
	 	 
	By:	 	 
	 	 
	Name:	 



 






    


     


    

 


	The Toronto-Dominion Bank, London Branch	 
	 	 
	By:	 	 
	 	 
	Name:	 


 






    


     


    

 





	The Original Swingline Lenders	 
	 	 
	Bank of America Merrill Lynch International Designated Activity Company
	 	 
	By:	 	 
	 	 
	Name:	 
	 	 
	Bank of China Limited, London Branch	 
	 	 
	By:	 	 
	 	 
	Name:	 
	 	 
	Barclays Bank PLC	 
	 	 
	By:	 	 
	 	 
	Name:	 
	 	 
	Citibank, N.A., London Branch	 
	 	 
	By:	 	 
	 	 
	Name:	 
	 	 
	Deutsche Bank Luxembourg S.A.	 
	 	 
	By:	 	 
	 	 
	Name:	 


 






    


     


    

 





	Deutsche Bank AG New York Branch (as an original swingline lender for USD loans only)
	 	 
	By:	 	 
	 	 
	Name:	 


 





	Goldman Sachs Bank USA	 
	 	 
	By:	 	 
	 	 
	Name:	 


 






    


     


    

 





	Industrial and Commercial Bank of China Limited London Branch	 
	 	 
	By:	 	 
	 	 
	Name:	 


 






    


     


    

 





	JPMorgan Chase Bank, N.A., London Branch
	 	 
	By:	 	 
	 	 
	Name:	 
	 	 
	Nordea Danmark, Filial af Nordea Bank Abp, Finland	 
	 	 
	By:	 	 
	 	 
	Name:	 
	 	 
	Royal Bank of Canada	 
	 	 
	By:	 	 
	 	 
	Name:	 
	 	 
	Sumitomo Mitsui Banking Corporation, Brussels Branch	 
	 	 
	By:	 	 
	 	 
	Name:	 


 





	The Toronto-Dominion Bank, London Branch	 
	 	 
	By:	 	 
	 	 
	Name:	 


 






    


     


    

 





	Designated Entities	 
	 	 
	Bank of America, N.A.	 
	 	 
	By:	 	 
	 	 
	Name:	 


 






    


     


    

 





	Citibank, N.A., New York Branch (as a Designated Entity for USD drawdowns in respect of Swingline Facility E only)
	 	 
	By:	 	 
	 	 
	Name:	 


 






    


     


    





 


	The Facility Agent
	 
	Bank of America Merrill Lynch International Designated Activity Company
	 
	Address: 	Two Park Place Hatch Street, Dublin Ireland
	 	 
	Email:	EMEA.7115LoansAgency@bankofamerica.com
	 	 
	Fax No:  0208 313 2149
	 
	Attention: 	Loans Agency Servicing 



 


	 	 	 
	By: 		 



 


	Name:	 	 



 






    


     


    

 





	The Security Agent
	 
	Citibank N.A., London Branch
	 
	Address: 	6th Floor CGC1, Citigroup Centre, Canada Square, London E14 5LB
	 	 
	Email: 	issuerpfla@citi.com
	 	 
	Attention: 	PFLA Team, Agency & Trust



 


	 	 	 
	By:	 	 



 


	Name:	 	 


 






    


     


    

 


	The U.S. Dollar Swingline Agent
	 
	Bank of America, N.A.
	 
	Address:	GATEWAY VILLAGE-900 BUILDING, 900 W TRADE ST, CHARLOTTE, NC, 28255-0001, United
    States of America 
	 	 
	Email: 	melanie.brichant@bofa.com
	 	 
	Fax No:   +1 704 409 0550 
	 	 
	Attention: 	Melanie Brichant
	 	 



 





	By:	 	 


 





	Name:	 	 


 






    


     


    

 


	The Euro/£ Swingline Agent
	 
	Bank of America Merrill Lynch International Designated Activity Company
	 
	Address: 	Two Park Place Hatch Street, Dublin Ireland
	 	 
	Email: 	EMEA.7115LoansAgency@bankofamerica.com
	 	 
	Fax No:	0208 313 2149
	 
	Attention: 	Loans Agency Servicing 



 


 





	By:	 	 


 





	Name:	 	 


 






    


     


    

 


	The Swiss Francs Swingline Agent
	 
	Bank of America Merrill Lynch International Designated Activity Company
	 
	Address: 	Two Park Place Hatch Street, Dublin Ireland
	 	 
	Email: 	EMEA.7115LoansAgency@bankofamerica.com
	 	 
	Fax No: 	0208 313 2149
	 	 
	Attention: 	Loans Agency Servicing 



 


 





	By:	 	 


 





	Name:	 	 


 






    


     


    

 





	The Danish Krone/Norwegian Krone/Swedish Krona Swingline Agent
	 
	Nordea Danmark, Filial Af Nordea Bank Abp, Finland
	 
	Address: 	Grønjordsvej 10, 2300 Copenhagen
	 	 
	Email: 	tine.scharling@nordea.com
	 	 
	Fax No:   N.A.
	 	 
	Attention: 	Tine Scharling, Structured Loan Services 


 





	By:	 	 


 





	Name:	 	 


 



    


     


    




 


SIGNATURES


 


The
Company


 


European Central Counterparty N.V.


 


		Address:	World Trade Center, Tower I, Level 3



 


			Strawinskylaan 1847, 1077 XX
                                            Amsterdam



 


The Netherlands


 


		Email:	compliance@euroccp.com



 


		Tel:	+31 20 5703300



 


		Attention:	Corporate Secretary



 


	By:
    	     /s/
    A.C. Siegmann	 
	 	 
	Name:
    A.C. Siegmann	 
	 	 
	By: 	     /s/
    C.I. Nagel	 
	 	 
	Name: C.I. Nagel	 



 


EuroCCP 2021 Amendment and Restatement Agreement
Signature Pages


 






     


     


    

 


The Guarantor


 


Cboe Global Markets, Inc.


 


	Address:		400 South LaSalle Street, Chicago,
                                            Illinois 60605



 


	Fax		No:N/A



 


	Attention:		Brian N. Schell



 


	By:	    /s/
    Brian N. Schell	 
	 	 
	Name: Brian N.
    Schell, Executive Vice President,	 
	           Chief
    Financial Officer and Treasurer	 



 


EuroCCP 2021 Amendment and Restatement Agreement
Signature Pages


 



     


     


    




 


Continuing Bookrunner Mandated Lead Arrangers


 


Bank of America Europe DAC


 


	By: 	  /s/
    Scott P. Mitchell	 
	 	 
	Name:
    Scott P. Mitchell	 



 


EuroCCP 2021 Amendment and Restatement Agreement
Signature Pages


 






     


     


    

 


Bank of China Limited, London Branch


 


	By: 	   /s/
    Yan Wang	 	/s/ Dongfang Shi
	 	 	 
	Name:
    Yan Wang	 	Dongfang Shi
	 	 	 
	            Deputy
    General Manager	 	Head of Financial Institutions



 


EuroCCP 2021 Amendment and Restatement Agreement
Signature Pages


 



     


     


    




 


	Barclays
    Bank PLC	 
	 	 
	By: 	   /s/
    Chris Bicheno	 
	 	 
	Name: Chris Bicheno	 



 


EuroCCP 2021 Amendment and Restatement Agreement
Signature Pages


 



     


     


    




 


	Citigroup
    Global Markets Limited	 
	 	 
	By: 	    /s/
    Andrew Mason	 
	 	 
	Name:
    Andrew Mason	 
	 	 
	            Director	 



 


EuroCCP 2021 Amendment and Restatement Agreement
Signature Pages


 



     


     


    




 


	Deutsche Bank
    Luxembourg S.A.	 
	 	 
	By: 	   /s/
    Franz-Josef Ewerhardy	/s/ Banu Kologlu
	 	 
	Name: Franz-Josef Ewerhardy	Banu Kologlu



 


EuroCCP 2021 Amendment and Restatement Agreement
Signature Pages


 



     


     


    




 


	Goldman
    Sachs Bank USA	 
	 	 
	By: 	   /s/
    Ryan Durkin	 
	 	 
	Name: Ryan Durkin	 



 


EuroCCP 2021 Amendment and Restatement Agreement
Signature Pages


 






     


     


    

 


	Industrial and Commercial Bank of China
    Limited London Branch	 	 
	 	 	 
	By: 	  /s/
    Ying Shi	 	/s/ Robert Gordon Clark
	 	 	 
	Name: Ying
    Shi	 	Robert Gordon Clark
	 	 	 
	           Deputy
    General Manager	 	DGM and CRO



 


EuroCCP 2021 Amendment and Restatement Agreement
Signature Pages


 



     


     


    

 


	J.P. Morgan Securities
    PLC	 
	 	 
	By: 	   /s/
    Sofia Romero-Emberton	 
	 	 
	Name: Sofia Romero-Emberton	 



 


EuroCCP 2021 Amendment and Restatement Agreement
Signature Pages


 



     


     


    




 


	Nordea Danmark, filial af Nordea Bank Abp,
    Finland	 	 
	 	 	 
	By: 	   /s/
    Jesper Borme Frederiksen	 	/s/
    Martin Subberup
	 	 	 
	Name: Jesper Borme Frederiksen 	 	Martin Stubberup



 


EuroCCP 2021 Amendment and Restatement Agreement
Signature Pages


 






     


     


    

 


	Royal Bank of Canada	 
	 	 
	By: 	  /s/
    Philip Ball	 
	 	 
	Name: Philip Ball	 



 


EuroCCP 2021 Amendment and Restatement Agreement
Signature Pages


 






     


     


    

 


	The Toronto-Dominion
    Bank, London Branch	 
	 	 
	By: 	/s/
    Philip Bates	 
	 	 
	Name:
    Philip Bates	 
	 	 
	            MD
    & Head European Corporate Banking	 



 


EuroCCP 2021 Amendment and Restatement Agreement
Signature Pages


 






     


     


    

 


	Acceding Bookrunner Mandated Lead Arrangers	 
	 	 
	Commerzbank
    AG	 
	 	 
	By: 	   /s/
    Leonard Meyer	Rob Scott
	 	 
	Name: Leonard Meyer	Rob Scott



 


EuroCCP 2021 Amendment and Restatement Agreement
Signature Pages


 



     


     


    

 


	Skandinaviska Enskilda Banken AB (publ)	 
	 	 
	By: 	   /s/
    Penny Neville-Park	/s/ Andrew Moore
	 	 
	Name: Penny Neville-Park	Andrew Moore



 


EuroCCP 2021 Amendment and Restatement Agreement
Signature Pages


 



     


     


    




 



 


	Wells Fargo Bank International Unlimited Company	 
	 	 
	By:	/s/ Loocyn Kinosian	 
	 	 
	Name: Loocyn Kinosian	 




 


EuroCCP 2021 Amendment
and Restatement Agreement Signature Pages


 









    


     


    

 


	Acceding Mandated Lead Arranger	 
	 	 
	Lloyds Bank Plc	 
	 	 
	By:	/s/ Mehran Jamil	 
	 	 
	Name:  	Mehran Jamil	 
	 	 
	 	Associate Director	 
	 	 
	 	Lending Execution	 




 


EuroCCP 2021 Amendment
and Restatement Agreement Signature Pages 


 






    


     


    

 


	Outgoing Original Mandated Lead Arranger	 
	 	 
	Sumitomo Mitsui Banking Corporation Brussels Branch	 
	 	 
	By:	/s/ Konstantinos Karabalis	 
	 	 
	Name:	Konstantinos Karabalis	 
	 	 	 
	 	Senior Executive Director	 
	 	 
	By:	/s/ FBouchat	 
	 	 
	Name:  	FBouchat	 
	 		 




 


EuroCCP 2021 Amendment
and Restatement Agreement Signature Pages


 









    


     


    

 


	The Continuing Revolving Lenders	 
	 	 
	Bank of America Europe DAC 	 
	 	 
	By:	/s/ Stephen Elliott	 
	 	 
	Name: Stephen Elliott	 




 





EuroCCP 2021 Amendment
and Restatement Agreement Signature Pages


 






    


     


    

 


	Bank of China Limited, London Branch	 	 
	 	 	 
	By:	/s/ Yan Wang	 	/s/ Dongfang Shi
	 	 	 
	Name: 	Yan Wang	 	Dongfang Shi
	 	 	 
	 	Deputy General Manager	 	Head of Financial Institutions




 


EuroCCP 2021 Amendment
and Restatement Agreement Signature Pages


 






    


     


    

 


	Barclays Bank PLC	 
	 	 
	By:	/s/ Chris Bicheno	 
	 	 
	Name: Chris Bicheno	 




 


EuroCCP 2021 Amendment
and Restatement Agreement Signature Pages 


 






    


     


    

 


	Citibank, N.A., London Branch	 
	 	 
	By:	/s/ Andrew Mason	 
	 	 
	Name: 	Andrew Mason	 
	 	 
	 	Director	 




 


EuroCCP 2021 Amendment
and Restatement Agreement Signature Pages 


 






    


     


    

 


	Deutsche Bank Luxembourg S.A.	 	 
	 	 	 
	By:	/s/ Franz-Josef Ewerhardy	 	/s/ Banu Kologlu
	 	 	 
	Name: Franz-Josef Ewerhardy	 	Banu Kologlu




 


EuroCCP 2021 Amendment
and Restatement Agreement Signature Pages 


 






    


     


    

 


	Goldman Sachs Bank USA	 
	 	 
	By:	/s/ Ryan Durkin	 
	 	 
	Name: Ryan Durkin	 




 


EuroCCP 2021 Amendment
and Restatement Agreement Signature Pages 


 






    


     


    

 


	Industrial and Commercial Bank of China Limited London Branch	 	 
	 	 	 
	By:	/s/ Ying Shi	 	/s/ Robert Gordon Clark
	 	 	 
	Name:  	Ying Shi	 	Robert Gordon Clark
	 	 	 
	 	Deputy General Manager	 	DGM and CRO




 


EuroCCP 2021 Amendment
and Restatement Agreement Signature Pages 


 






    


     


    

 


	JPMorgan Chase Bank, N.A., London Branch	 
	 	 
	By:	/s/ Sofia Romero Emberton	 
	 	 
	Name: Sofia Romero-Emberton	 




 


EuroCCP 2021 Amendment
and Restatement Agreement Signature Pages 


 






    


     


    

 


	Nordea Danmark, Filial af Nordea Bank Abp, Finland	 
	 	 
	By:	/s/ Jesper Borme Frederiksen	 
	 	 
	Name: Jesper Borme Frederiksen	 
	 	 
	By:	/s/ Martin Subberup	 
	 	 
	Name: Martin Stubberup	 




 


EuroCCP 2021 Amendment
and Restatement Agreement Signature Pages 


 






    


     


    

 


	Royal Bank of Canada	 
	 	 
	By:	/s/ Philip Ball	 
	 	 
	Name: Philip Ball	 




 


EuroCCP 2021 Amendment
and Restatement Agreement Signature Pages 


 






    


     


    

 


	The Toronto-Dominion Bank, London Branch	 
	 	 
	By:	/s/ Philip Bates	 
	 	 
	Name: 	Philip Bates	 
	 	 
	 	MD & Head European Corporate Banking	 




 


EuroCCP 2021 Amendment
and Restatement Agreement Signature Pages


 






    


     


    

 


	Acceding Revolving Lenders	 	 
	 	 	 
	Commerzbank AG	 	 
	 	 	 
	By:	/s/ Leonard Meyer	 	/s/ Rob Scott
	 	 	 
	Name: Leonard Meyer	 	Rob Scott




 





EuroCCP 2021 Amendment
and Restatement Agreement Signature Pages


 






    


     


    

 



 


	Lloyds Bank Plc	 
	 	 
	By:	/s/ Mehran Jamil	 
	Name:	Mehran Jamil	 
	 	Associate Director	 
	 	Lending Execution	 



 


EuroCCP 2021 Amendment
and Restatement Agreement Signature Pages


 






    


     


    

 


	Skandinaviska Enskilda Banken AB (publ)	 	 
	 	 	 
	By:	/s/ Penny Neville-Park	 	/s/ Andrew Moore
	Name:	Penny Neville-Park	 	Andrew Moore


 


EuroCCP 2021 Amendment
and Restatement Agreement Signature Pages


 






    


     


    

 


	Wells Fargo Bank International Unlimited Company	 
	 	 
	By: 	/s/ Loocyn Kinosian	 
	Name:	Loocyn Kinosian	 


 


EuroCCP 2021 Amendment
and Restatement Agreement Signature Pages


 






    


     


    

 


	The Continuing Swingline Lenders	 
	 	 
	Bank of America Europe DAC	 
	 	 
	By:	/s/
    Stephen Elliott	 
	Name:	Stephen Elliott	 



 


EuroCCP 2021 Amendment
and Restatement Agreement Signature Pages


 






    


     


    

 


	Bank of China Limited, London Branch	 	 
	 	 	 
	By:	/s/ Yan Wang	 	/s/ Dongfang Shi
	Name:	Yan Wang	 	Dongfang Shi
	 	Deputy General Manager	 	Head of Financial Institutions


 


EuroCCP 2021 Amendment
and Restatement Agreement Signature Pages


 






    


     


    

 


	Barclays Bank PLC	 
	 	 
	By:	/s/
    Chris Bicheno	 
	Name:	Chris Bicheno	 



 


EuroCCP 2021 Amendment
and Restatement Agreement Signature Pages


 






    


     


    

 


	Citibank, N.A., London Branch	 
	 	 
	By:	/s/ Andrew Mason	 
	Name:	Andrew Mason	 
	 	Director, BCMA	 


 


EuroCCP 2021 Amendment
and Restatement Agreement Signature Pages


 






    


     


    

 


	Deutsche Bank Luxembourg S.A.	 	 
	 	 	 
	By:	/s/ Franz-Josef Ewerhardy	 	/s/ Banu Kologlu
	Name:	Franz-Josef Ewerhardy	 	Banu Kologlu


 


EuroCCP 2021 Amendment
and Restatement Agreement Signature Pages


 






    


     


    

 


	Goldman Sachs Bank USA	 
	 	 
	By:	/s/ Ryan Durkin	 
	Name:	Ryan Durkin	 


 


EuroCCP 2021 Amendment
and Restatement Agreement Signature Pages


 






    


     


    

 


	Industrial and Commercial Bank of China Limited London Branch	 	 
	 	 	 
	By: 	/s/ Ying Shi	 	/s/ Robert Gordon Clark
	Name:	Ying Shi	 	Robert Gordon Clark
	 	Deputy General Manager	 	DGM and CRO


 


EuroCCP 2021 Amendment
and Restatement Agreement Signature Pages


 






    


     


    

 


	JPMorgan Chase Bank, N.A., London Branch	 
	 	 
	By: 	/s/ Sofia Romero-Emberton	 
	Name:	Sofia Romero-Emberton	 


 


EuroCCP 2021 Amendment
and Restatement Agreement Signature Pages


 






    


     


    

 


	Nordea Danmark, Filial af Nordea Bank Abp, Finland	 
	 	 
	By:	/s/ Jesper Borme Frederiksen	 
	Name:	Jesper Borme Frederiksen	 
	 	Client Executive	 


 


	By: 	/s/ Martin Subberup	 
	Name:	Martin Subberup	 
	 	Client Executive	 


 


EuroCCP 2021 Amendment
and Restatement Agreement Signature Pages


 






    


     


    

 


	Royal Bank of Canada	 
	 	 
	By: 	/s/ Philip Ball	 
	Name:	Philip Ball	 


 


EuroCCP 2021 Amendment
and Restatement Agreement Signature Pages


 






    


     


    

 


	The Toronto-Dominion Bank, London Branch	 
	 	 
	By: 	/s/ Philip Bates	 
	Name:	Philip Bates	 
	 	MD & Head European Corporate Banking	 



 


EuroCCP 2021 Amendment and Restatement Agreement Signature
Pages


 





    


     


    

 


	Acceding Swingline Lenders	 
	 	 
	Commerzbank AG	 
	 	 
	By:	/s/ Leonard Meyer	 
	Name:	Leonard Meyer	 
	 	 
	By:	/s/ Rob Scott	 
	Name:	Rob Scott	 


 


EuroCCP 2021 Amendment
and Restatement Agreement Signature Pages


 






    


     


    

 



 


	Lloyds Bank Plc	 
	 	 
	By:	/s/
    Mehran Jamil	 
	Name:	Mehran Jamil	 
	 	Associate Director, Lending Execution	 




 


EuroCCP
2021 Amendment and Restatement Agreement Signature Pages


 









     


     


    

 


	Skandinaviska Enskilda Banken AB (publ)
	 	 	 	 
	By:	/s/
    Penny Neville Park	 	/s/
    Andrew Moore
	 	 	 	 
	Name: Penny Neville-Park	 	Andrew Moore




 


EuroCCP
2021 Amendment and Restatement Agreement Signature Pages


 









     


     


    

 


	Wells
    Fargo Bank International Unlimited Company	 
	  	 
	By:	/s/
    Loocyn Kinosian	 
	 	 
	Name:
    Loocyn Kinosian	 




 


EuroCCP
2021 Amendment and Restatement Agreement Signature Pages


 









     


     


    

 


	Outgoing
    Original Revolving Lender	 
	 	 
	Sumitomo
    Mitsui Banking Corporation, Brussels Branch	 
	 	 
	By:	/s/ Konstantinos Karabalis	 
	 	 	 
	Name:	Konstantinos Karabalis	 
	 	 	 
	 	Senior Executive Director	 
	 	 
	By:	/s/
    FBouchat	 
	 	 
	Name:	FBouchat	 
	 		 




 


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	Outgoing
    Original Swingline Lenders	 
	 	 
	Deutsche
    Bank AG New York Branch	 
	 	 
	By:
    	/s/
    Ming K Chu	 
	 	 
	Name:
    Ming K Chu	 
	Title:
    Director	 
	Phone:
    +1-212-250-5451	 
	Email:
    ming.k.chu@db.com	 
	 	 
	By:
    	/s/
    Marko Lukin	 
	 	 
	Name:
    Marko Lukin	 
	Title:
    Vice President	 
	Phone:
    +1-212-250-7283	 
	Email:
    marko.lukin@db.com	 




 


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	Sumitomo Mitsui Banking Corporation,
    Brussels Branch	 
	 	 
	By:	/s/ Konstantinos Karabalis	 
	 	 	 
	Name:	Konstantinos Karabalis	 
	 	 	 
	 	Senior Executive Director	 
	 	 
	By:	/s/ FBouchat	 
	 	 
	Name:	FBouchat	 
	 	 




 


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	Designated Entities	 
	 	 
	Bank of America, N.A. (as a Designated
    Entity for USD drawdowns)	 
	 	 
	By:	/s/ Albert Wheeler	 
	 	 
	Name:	Albert Wheeler	 
	 	 
	 	Vice President	 




 


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	Citibank,
    N.A. (as a Designated Entity for USD drawdowns in respect of Swingline Facility E only)	 
	 	 
	By:	/s/
    Ciaran Small	 
	 	 
	Name:
    Ciaran Small	 




 


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	The Facility Agent
	 
	Bank of America Europe DAC
	 
	Address:	Two Park Place Hatch Street, Dublin
    Ireland
	 
	Email:	EMEA.7115LoansAgency@bankofamerica.com
	 
	Fax:	0208 313 2149
	 
	Attention:	Loans Agency Servicing




 


	By:	/s/
    Joanna Harris	 
	 	 
	Name:	Joanna Harris	 
	 	 
	 	Assistant Vice President	 




 


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	The U.S. Dollar Swingline Agent
	 
	Bank of America, N.A.
	 
	Address:	GATEWAY VILLAGE-900 BUILDING, 900
    W TRADE ST, CHARLOTTE, NC, 28255-0001, United States of America
	 
	Email:	melanie.brichant@bofa.com
	 
	Fax No:	+1 704 409 0550
	 
	Attention:	Melanie Brichant




 


	By:	/s/
    Albert Wheeler	 
	 	 
	Name:	Albert Wheeler	 
	 	 
	 	Vice President	 




 


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	The €/£
    Swingline Agent and the Swiss Francs Swingline Agent	 
	 	 
	Bank of America
    Europe DAC	 
	 	 
	Address:	Two Park Place Hatch
    Street, Dublin Ireland	 
	 	 
	Email:	EMEA.7115LoansAgency@bankofamerica.com	 
	 	 
	Fax No:	0208 313 2149	 
	 	 
	Attention:	Loans Agency Servicing	 




 


	By:	/s/
    Joanna Harris	 
	 	 
	Name:	Joanna Harris	 
	 	 
	 	Assistant Vice President	 




 


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	The Danish Krone/Norwegian Krone/Swedish
    Krona Swingline Agent	 
	 	 
	Nordea Danmark, Filial af Nordea Bank
    Abp, Finland	 
	 	 
	Address:	Grønjordsvej 10, 2300 Copenhagen	 
	 	 
	Email:	sls.sweden@nordea.com; agency@nordea.com	 
	 	 
	Fax No:	N/A	 
	 	 
	Attention:	Structured Loan Services	 




 


	By:	/s/
    Tine Scharling	 	/s/
    Karen Rothaus Larsen
	 
	Name:	Tine Scharling	 	Karen Rothaus Larsen




 


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	The Facility F Swingline Agent
	 
	Skandinaviska Enskilda Banken AB (publ)
	 
	Address:	Kungsträdgårdsgatan 8,
    106 40 Stockholm, Sweden
	 
	Email:	moloans@seb.co.uk / sco@seb.se
	 
	Fax No:	 
	 
	Attention:	Middle Office Loans / SCO




 


	By:	/s/
    Penny Neville-Park	 	/s/
    Andrew Moore
	 	 	 
	Name: Penny Neville-Park	 	Andrew Moore




 


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	The Security Agent
	 
	Citibank N.A., London Branch
	 
	Address:	6th Floor CGC1, Citigroup Centre,
    Canada Square, London E14 5LB
	 
	Email:	issuerpfla@citi.com
	 
	Attention:	PFLA Team, Agency & Trust




  


	By:	/s/
    Georgia Mitchell	 
	 	 
	Name:	Georgia Mitchell	 
	 	 
	 	Vice President	 




 


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