ex101ukcreditfacility






                                                                                   Exhibit 10.1                                AMENDMENT AND RESTATEMENT AGREEMENT                               dated                 November 2019                                             between                                         SCHUH LIMITED                                            as Parent                             and others as Borrowers and Guarantors                                        LLOYDS BANK PLC                                           as Arranger                                        LLOYDS BANK PLC                                            as Agent                                                and                                        LLOYDS BANK PLC                                       as Security Trustee                                                        B027\732\EH8227013.9                                                                            





 






                                                 THIS AGREEMENT is dated                      November 2019 and made between:   (1)      SCHUH LIMITED, a company incorporated in Scotland with registered number SC125327           and having its registered office at 1 Neilson Square, Deans Industrial Estate, Livingston,           West Lothian EH54 8RQ (the "Parent");   (2)      THE COMPANIES listed in Part I of Schedule 1 as borrowers (the "Borrowers");    (3)      THE COMPANIES listed in Part II of Schedule 1 as guarantors (the "Guarantors");   (4)      LLOYDS BANK PLC (in this capacity the "Arranger");   (5)      LLOYDS BANK PLC (in this capacity the "Original Lender");   (6)      LLOYDS BANK PLC as agent of the other Finance Parties (the "Agent");   (7)      LLOYDS BANK PLC as security trustee for the Secured Parties (the "Security Trustee").    WHEREAS:   (A)      Schuh Group Limited, the Guarantors (as defined therein), the Borrowers (as defined           therein), the Agent, the Arranger, the Security Trustee and the Original Lender entered into           a senior term facilities agreement dated 10 November 2010 as amended and restated on           23 June 2011, 1 November 2013, 19 June 2014 and on 19 May 2015 and as amended on           29 December 2016 and as amended and restated on 26 April 2017 and as amended on 25           September 2019, on 9 October 2019 and on 29 October 2019 (as amended, restated,           novated or varied from time to time the "Facilities Agreement") in terms of which certain           facilities were made available to the Borrowers (as defined therein);   (B)      as set out in more detail in Clause 6 of this Agreement, the resignation of Genesco Schuh           GmbH, Schuh Group Limited and Schuh (Holdings) Limited as Borrowers and Guarantors           under the Facilities Agreement was requested by Schuh Group Limited and accepted by           the Lender; and   (C)      the parties wish to amend and restate the Facilities Agreement in accordance with the           terms of this Agreement.   NOW IT IS HEREBY AGREED as follows:   1.       DEFINITIONS AND INTERPRETATION   1.1.     In this Agreement:            "Amended and Restated Facilities Agreement" means the Facilities Agreement as           amended and restated in the form set out in Schedule 3 (Form of Amended and Restated           Facilities Agreement).            "Effective Date" means the date on which the Agent confirms in writing to the Parent that           it has received (or has waived the requirement to receive) the documents and/or evidence    EH8227013.9                                                                                 1   





 






                                                          listed in Schedule 2 (Conditions Precedent), in each case in form and substance           satisfactory to the Agent.   1.2.     In this Agreement a term defined in the Facilities Agreement has the same meaning when           used in this Agreement and Clause 1   (Definitions and Interpretation) of the Facilities           Agreement shall apply hereto except that references in such Clause to the Facilities           Agreement are to be construed as references to this Agreement.   1.3.     Unless expressly provided to the contrary in this Agreement, a person who is not a party to           this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to           enforce or enjoy the benefit of any term of this Agreement.  Notwithstanding any term of           any Finance Document, the consent of any person who is not a party to this Agreement is           not required to rescind or vary this Agreement at any time.   2.       AMENDMENT OF THE FACILITIES AGREEMENT    2.1.     With effect from the Effective Date, the Facilities Agreement shall be amended and           restated in the form set out as Schedule 3 to this Agreement.   2.2.     Subject to the terms of this Agreement, the Facilities Agreement shall remain in full force           and effect.  With effect from the Effective Date, this Agreement and the Facilities           Agreement shall be read and construed as one document and all references in the           Facilities Agreement and in each of the Finance Documents to the Facilities Agreement           shall be read and construed as references to the Amended and Restated Facilities           Agreement.   2.3.     Save to the extent expressly provided in this Agreement, the Finance Documents shall           remain in full force and effect.   2.4.     If the Effective Date has not occurred by 5pm (UK time) on 15 November 2019, this           Agreement shall lapse and shall cease to have any effect other than Clause 4 (Fees and           expenses) which shall remain in full force and effect.   3.       REPRESENTATIONS AND WARRANTIES   3.1.     Each Obligor represents and warrants to each Finance Party on the date of this           Agreement and on the Effective Date in terms of the Repeating Representations, in each           case as if references to "this Agreement" and "the Finance Documents" in those           representations are construed as references to this Agreement and (on the Effective Date)           the Amended and Restated Facilities Agreement.   4.       FEES AND EXPENSES   4.1.     The Parent shall promptly on demand pay to the Agent and the Security Trustee the           amount of all costs and expenses (together with any VAT or similar taxes thereon)           reasonably incurred by them or by the Lenders in connection with this Agreement and the           documents contemplated by this Agreement (including, without limitation, legal fees).    EH8227013.9                                                                                 2   





 






                                                 4.2.     The Parent shall pay to the Arranger on the Effective Date an arrangement fee of £38,100.   5.       PRESERVATION OF GUARANTEES AND SECURITY            Each Obligor:            (a)      confirms its consent to the amendment and restatement of the terms of the                    Facilities Agreement as contemplated by this Agreement; and            (b)      confirms that the Transaction Security Documents granted by it on or prior to the                    date of this Agreement, the guarantee granted by it pursuant to Clause 20                     (Guarantee and Indemnity) of the Facilities Agreement and the security rights                    constituted or evidenced by the Transaction Security Documents are and remain                    in full force and effect and apply as from the Effective Date to, inter alia, the                    Amended and Restated Facilities Agreement and the guarantees granted                    pursuant to Clause 20 (Guarantee and Indemnity) of the Facilities Agreement will                    continue to be legal, valid, binding and enforceable in accordance with their                    respective terms.   6.       RESIGNATION OF GENESCO SCHUH GMBH, SCHUH GROUP LIMITED AND SCHUH           (HOLDINGS) LIMITED AS BORROWERS AND GUARANTORS            On the date of this Agreement, with the prior consent of the Lenders, Schuh Group Limited           delivered to the Agent a Resignation Letter requesting that Genesco Schuh GmbH, Schuh           Group Limited and Schuh (Holdings) Limited cease to be Borrowers and Guarantors and           Schuh Group Limited resigned as the "Parent" under the Facilities Agreement.  On the           date of this Agreement, the Agent accepted the Resignation Letters and notified Schuh           Group Limited and the other Finance Parties of its acceptance of the Resignation Letters.            Such Resignation Letters having been accepted, Genesco Schuh GmbH, Schuh Group           Limited and Schuh (Holdings) Limited have, as at the date of this Agreement, resigned as           Borrowers and Guarantors and Schuh Group Limited has resigned as the "Parent" under           the Facilities Agreement. Schuh Limited has agreed, in terms of such Resignation Letter,           to be the "Parent" under the Facilities Agreement.    7.       GENERAL   7.1.     The provisions of Clauses 37 (Remedies and Waivers), 36 (Partial Invalidity), 34 (Notices)           and 45 (Enforcement) of the Facilities Agreement shall be deemed to be incorporated in           this Agreement (with such conforming amendments as the context requires) as if set out in           this Agreement.   7.2.     Neither the execution of this Agreement nor the making of any amount available under the           Facilities Agreement or the Amended and Restated Facilities Agreement amounts to a           waiver of any outstanding Event of Default.   7.3.     This Agreement is designated by the Parent and the Agent as a Finance Document.    EH8227013.9                                                                                 3   





 






                                                 7.4.     The Working Capital Facility Letter and each of the agreements in terms of which the           Retail Facilities are provided are designated by the Parent and the Agent as Finance           Documents.   7.5.     Each Obligor hereby confirms that the amendment and restatement of the Facilities           Agreement pursuant to this Agreement is an amendment and restatement within the           contemplation of the Finance Documents.   7.6.     The Parent shall, and shall procure that each other Obligor will, at the request of the Agent           and at its own expense, do all such acts and things necessary to give effect to the           amendments effected or to be effected pursuant to this Agreement.   8.       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.   9.       GOVERNING LAW            This Agreement is, and any non-contractual obligations arising out of or in connection with           it are, governed by English law.   This Agreement has been entered into on the date stated at the beginning of this Agreement.                                   EH8227013.9                                                                                 4   





 






                                                                                         SCHEDULE 1                                              PART I                                       THE BORROWERS   Schuh Limited (Reg. No. SC125327) (Scotland)   Schuh (ROI) Limited (Reg. No. 272987) (Ireland)                                                       PART II                                       THE GUARANTORS   Schuh Limited (Reg. No. SC125327) (Scotland)   Schuh (ROI) Limited (Reg. No. 272987) (Ireland)                                           EH8227013.9                                                                                 5   





 






                                                                                         SCHEDULE 2                                                                                   CONDITIONS PRECEDENT   1.       Obligors             (a)      A copy of the Constitutional Documents of each Obligor or a certificate of an                    authorised signatory of the Parent confirming that there has been no change to                    such documents since 26 April 2017.             (b)      A copy of a resolution of the board or, if applicable, a committee of the board of                    directors of each Obligor:                     (i)     approving  the terms of, and the transactions contemplated by, this                            Agreement, any Finance Documents and all conditions precedent                            hereto and resolving that it execute, deliver and perform this                            Agreement, any Finance Documents and all conditions precedent                            hereto;                     (ii)    authorising a specified person, on its behalf to sign and/or despatch all                            documents and notices to be signed and/or despatched by it under or in                            connection with this Agreement.            (c)      Certificates of an authorised signatory of the Parent certifying that each copy                    document relating to it specified in this Schedule 2 is true and complete and in                    full force and effect as at a date no earlier than the date of this Agreement.            (d)      In respect of Genesco, an up to date copy of its articles and its bylaws (in each                    case certified as such on behalf of Genesco), a resolution of the board of                    directors of Genesco approving the execution of the Genesco Guarantee, a                    secretary’s certificate in respect of Genesco and a certificate of good standing for                    Genesco.   2.       Finance Documents            (a)      A working capital facility letter between the Original Lender and the Parent in                    respect of certain working capital facilities;            (b)      an English law guarantee in favour of the Security Trustee granted by Genesco                    together with a letter from Genesco (UK) Limited to the Security Trustee                    accepting its appointment as agent for service of process in terms of such                    guarantee;            (c)      an Irish law deed of confirmation in favour of the Security Trustee granted by the                    Parent and Schuh Ireland in respect of the existing Transaction Security                    Documents to which they are a party;    EH8227013.9                                                                                 6   





 






                                                          (d)      a letter from the Group's auditor Ernst & Young LLP confirming that the statutory                    consolidated accounts of the Parent provided to the Original Lender on 28                    October 2019:                     (i)     give a true and fair view of the state of the Group's affairs as at 2                            February 2019;                     (ii)    give a true and fair view of the state of the Group's loss for the period;                     (iii)   have been properly prepared in accordance with Accounting Principles;                            and                     (iv)    have been prepared    in accordance with the requirements of the                            Companies Act 2006; and            (e)      a copy of the final valuation report addressed to the Original Lender from CBRE                    in respect of the recent property valuations for the Livingston Property and the                    Additional Livingston Property.   3.       Legal Opinions            Legal opinions of:             (a)      Dickson Minto W.S., legal advisers to the Agent as to Scots law and English law,                    each addressed to the Finance Parties;             (b)      Matheson, legal adviser to the Agent as to Irish law, addressed to the Finance                    Parties; and            (c)      Bass, Berry & Sims PLC, legal adviser to Genesco as to Tennessee law,                    addressed to the Finance Parties.   4.       Other documents and evidence            (a)      This Agreement executed by the Obligors.            (b)      Any information and evidence required by the Finance Parties in respect of any                    Obligor to comply with its know your customer or anti money laundering                    procedures.            (c)      A copy of any other Authorisation or other document, opinion or assurance which                    the Agent considers to be necessary or desirable (if it has notified the Parent                    accordingly) in connection with the entry into and performance of the transactions                    contemplated by this Agreement or for the validity and enforceability of this                    Agreement.            (d)      Evidence satisfactory to the Agent that the Parent is in compliance with Clause                    24.36 (Guarantors) of the Amended and Restated Facilities Agreement as at the                    Effective Date.   EH8227013.9                                                                                 7   





 






                                                          (e)      Confirmation by the Parent to the Agent of all amounts due by it or any of its                    Subsidiaries to Genesco or any of its Subsidiaries (other than the Parent and its                    Subsidiaries) as at the Effective Date.            (f)      A copy of the PSC Register of:                      (i)     each Obligor if Part 21A of the Companies Act 2006 applies to it and its                            shares are subject to any Security created under any Transaction                            Security Document; and                      (ii)    each company to which Part 21A of the Companies Act 2006 applies                            and whose shares are subject to any Security created by an Obligor                            under any Transaction Security Document,                      together with a confirmation that such PSC Register sets out the "required                    particulars" (within the meaning of section 790K of the Companies Act 2006) and                    any other information prescribed under Part 21A of the Companies Act 2006                    (including section 790M) and/or any associated law, in each case, in relation to                    all of the relevant legal entities and persons with significant control that are                    "registrable" (within the meaning of section 790C of the Companies Act 2006) in                    respect of the company in accordance with Part 21A of the Companies Act 2006.                                        EH8227013.9                                                                                 8   





 






                                                                                         SCHEDULE 3                                     FORM OF AMENDED AND                              RESTATED FACILITIES AGREEMENT                                            £25,250,000                                            €7,200,000                                     FACILITIES AGREEMENT                                                for                                         SCHUH LIMITED                                            as Parent                                            arranged by                                        LLOYDS BANK PLC                                   as Mandated Lead Arranger                                               with                                        LLOYDS BANK PLC                                         acting as Agent                                                and                                        LLOYDS BANK PLC                                    acting as Security Trustee                                           EH8227013.9                                                                                 9   





 






                                                                                          CONTENTS   1.      DEFINITIONS AND INTERPRETATION .................................................................... 13   2.      THE FACILITIES ........................................................................................................ 52   3.      PURPOSE .................................................................................................................. 54   4.      CONDITIONS OF UTILISATION ................................................................................ 54   5.      UTILISATION – LOANS ............................................................................................. 56   6.      ANCILLARY FACILITIES ............................................................................................ 58   7.      REPAYMENT ............................................................................................................. 63   8.      ILLEGALITY, VOLUNTARY PREPAYMENT AND CANCELLATION ........................ 66   9.      MANDATORY PREPAYMENT ................................................................................... 68   10.     RESTRICTIONS ......................................................................................................... 71   11.     INTEREST .................................................................................................................. 73   12.     INTEREST PERIODS ................................................................................................. 74   13.     CHANGES TO THE CALCULATION OF INTEREST................................................. 75   14.     FEES ........................................................................................................................... 76   15.     TAX GROSS UP AND INDEMNITIES ........................................................................ 78   16.     INCREASED COSTS ................................................................................................. 90   17.     OTHER INDEMNITIES ............................................................................................... 91   18.     MITIGATION BY THE LENDERS ............................................................................... 94   19.     COSTS AND EXPENSES .......................................................................................... 94   20.     GUARANTEE AND INDEMNITY ................................................................................ 96   21.     REPRESENTATIONS .............................................................................................. 100   22.     INFORMATION UNDERTAKINGS ........................................................................... 109   23.     FINANCIAL COVENANTS ........................................................................................ 115   24.     GENERAL UNDERTAKINGS ................................................................................... 120   25.     EVENTS OF DEFAULT ............................................................................................ 133   26.     CHANGES TO THE LENDERS ................................................................................ 139   27.     CHANGES TO THE OBLIGORS .............................................................................. 146   28.     ROLE OF THE AGENT, THE ARRANGER AND OTHERS ..................................... 151   29.     ROLE OF THE SECURITY TRUSTEE ..................................................................... 162   EH8227013.9                                                                                10   





 






                                                 30.     CONDUCT OF BUSINESS BY THE FINANCE PARTIES ....................................... 171   31.     SHARING AMONG THE FINANCE PARTIES ......................................................... 171   32.     PAYMENT MECHANICS .......................................................................................... 174   33.     SET-OFF ................................................................................................................... 178   34.     NOTICES .................................................................................................................. 179   35.     CALCULATIONS AND CERTIFICATES .................................................................. 181   36.     PARTIAL INVALIDITY .............................................................................................. 181   37.     REMEDIES AND WAIVERS ..................................................................................... 182   38.     AMENDMENTS AND WAIVERS .............................................................................. 182   39.     CONFIDENTIALITY .................................................................................................. 187   40.     DISCLOSURE OF LENDER DETAILS BY AGENT ................................................. 191   41.     CONFIDENTIALITY OF FUNDING RATES ............................................................. 193   42.     COUNTERPARTS .................................................................................................... 194   43.     CONTRACTUAL RECOGNITION OF BAIL-IN ......................................................... 195   44.     GOVERNING LAW ................................................................................................... 196   45.     ENFORCEMENT ...................................................................................................... 196   SCHEDULE 1  THE ORIGINAL PARTIES ............................................................................ 198   SCHEDULE 2  CONDITIONS PRECEDENT ........................................................................ 200   SCHEDULE 3  REQUEST ..................................................................................................... 203   SCHEDULE 4  [Not restated] ................................................................................................. 206   SCHEDULE 5  FORM OF TRANSFER CERTIFICATE ........................................................ 207   SCHEDULE 6  FORM OF ASSIGNMENT AGREEMENT ..................................................... 211   SCHEDULE 7  FORM OF ACCESSION LETTER ................................................................ 215   SCHEDULE 8  FORM OF RESIGNATION LETTER ............................................................. 216   SCHEDULE 9  FORM OF COMPLIANCE CERTIFICATE .................................................... 217   SCHEDULE 10  FORM OF INCREASE CONFIRMATION ................................................... 218   SIGNATURES TO SIXTH AMENDMENT AND RESTATEMENT AGREEMENT ................. 223          EH8227013.9                                                                                11   





 






                                                 THIS  AGREEMENT     is the amended and restated form of a facility agreement originally dated 10  November 2010 and as amended and restated on 1 November 2013, 19 June 2014 and, 19 May  2015 as amended on 29 December 2016 and as amended and restated on 26 April 2017 and as  amended on 25 September 2019, on 9 October 2019 and on 29 October 2019 and in its amended  and restated form is made between:   (1)      SCHUH LIMITED a company incorporated in Scotland with registered number SC125327           and with its registered office at 1 Neilson Square, Deans Industrial Estate, Livingston,           EH54 8RQ , listed in Part I of Schedule 1 (The Original Parties) as borrower and guarantor           (the "Parent");   (2)      THE COMPANIES     listed in Part I of Schedule 1 (The Original Parties) as borrowers (the           "Borrowers");   (3)      THE COMPANIES listed in Part I of Schedule 1 (The Original Parties) as guarantors (the           "Guarantors");   (4)      LLOYDS BANK PLC with registered number 00002065 and having its registered office at           25 Gresham Street, London EC2V 7HN as mandated lead arranger (the "Arranger");   (5)      THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 (The Original Parties) as           lenders (the "Original Lenders");   (6)      LLOYDS BANK PLC with registered number 00002065 and having its registered office at           25 Gresham Street, London EC2V 7HN  as agent of the other Finance Parties (the           "Agent"); and   (7)      LLOYDS BANK PLC with registered number 00002065 and having its registered office at           25 Gresham Street, London EC2V 7HN as security trustee for the Secured Parties (the           "Security Trustee").   IT IS AGREED as follows:                                        EH8227013.9                                                                                12   





 






                                                                                          SECTION 1                                        INTERPRETATION   1.       DEFINITIONS AND INTERPRETATION   1.1.     Definitions            In this Agreement:            "Acceptable Bank" means:            (a)      a bank or financial institution duly authorised under applicable laws to carry on                    the business of banking (including, without limitation, the business of making                    deposits) which is approved in writing by the Agent; or            (b)      any Finance Party.            "Accession  Letter" means a document substantially in the form set out in Schedule 7           (Form of Accession Letter).            "Accounting  Period" means each of the twelve periods in any Financial Year for which           the Parent is to prepare monthly management accounts for the purposes of this           Agreement.            "Accounting  Principles" means generally accepted accounting principles in the UK,           including IFRS.            "Accounting Reference Date" means the accounting reference date for the purposes of           section 391 of the Companies Act 2006, being 31 January in the case of each member of           the Group, (with their financial year ending not more than 7 days after, or less than 7 days           before, such date).            "Acquisition Agreement" means the sale and purchase agreement dated on or about the           Restatement Date setting out the terms on which the UK Acquisition Company is to           acquire the shares in SGL.             "Additional Borrower" means a company which becomes a Borrower in accordance with           Clause 27 (Changes to the Obligors).            "Additional Guarantor" means a company which becomes a Guarantor in accordance           with Clause 27 (Changes to the Obligors).            "Additional Livingston Property" means the subjects known as 240 (and formerly known           as Plot D, Phase II), J4M8 Distribution Park, Bathgate, EH48 2EA being the subjects (IN           THE  FIRST PLACE) registered in the Land Register of Scotland under Title Number           WLN39760; and (IN THE SECOND PLACE) the subjects at J4M8 Distribution Park lying to           the north west of Inchmuir Road, Whitehill Industrial Estate, by Bathgate, shown tinted pink    EH8227013.9                                                                                13   





 






                                                          on  the plan 2 contained in Schedule 4 to the Fifth Amendment and Restatement           Agreement and forming part of the subjects registered under Title Number WLN6795.            "Additional Obligor" means an Additional Borrower or an Additional Guarantor.            "Additional Standard  Security" means the standard security by the Parent in favour of           the Security Trustee in respect of the Additional Livingston Property dated on or around           the Second Restatement Date.            "Affiliate" means, in relation to any person, a Subsidiary of that person or a Holding           Company of that person or any other Subsidiary of that Holding Company.            "Agent's Spot  Rate  of Exchange" means the Agent's spot rate of exchange for the           purchase of the relevant currency with Sterling in the London foreign exchange market at           or about 11.00 a.m. on a particular day.              "Amendment    and  Restatement  Agreement" means the amendment and restatement           agreement in respect of this Agreement dated on the Restatement Date.            "Ancillary Commencement Date" means, in relation to an Ancillary Facility, the date on           which that Ancillary Facility is first made available which date shall be a Business Day           within the Availability Period.            "Ancillary Commitment" means, in relation to an Ancillary Facility, the maximum Base           Currency Amount which the relevant Lender has agreed (whether or not subject to           satisfaction of conditions precedent) to make available from time to time under an Ancillary           Facility and which has been authorised as such under Clause 6 (Ancillary Facilities), to the           extent that amount is not cancelled or reduced under this Agreement or the Ancillary           Documents relating to that Ancillary Facility.            "Ancillary Document" means each document relating to or evidencing the terms of an           Ancillary Facility.            "Ancillary Facility" means any ancillary facility made available by the relevant Lender in           accordance with Clause 6 (Ancillary Facilities).            "Ancillary Outstandings" means, at any time, in relation to an Ancillary Facility then in           force the aggregate of the equivalents (as calculated by the relevant Lender) in the Base           Currency of the following amounts outstanding under that Ancillary Facility:            (a)      the principal amount under each overdraft facility and term loan facility (net of any                    Available Credit Balance);            (b)      the face amount of each guarantee, bond and letter of credit under that Ancillary                    Facility; and            (c)      the amount fairly representing the aggregate exposure (excluding interest and                    similar charges) of the relevant Lender under each other type of accommodation                    provided under that Ancillary Facility,   EH8227013.9                                                                                14   





 






                                                          in each case as determined by the relevant Lender, acting reasonably in accordance with           its normal banking practice and in accordance with the relevant Ancillary Documents.             "Annual  Financial Statements" means the financial statements for a Financial Year           delivered pursuant to paragraph (a) of Clause 22.1 (Financial Statements).            "Anti-Corruption Laws" means all laws, rules and regulations of any jurisdiction           applicable to any Obligor from time to time concerning or relating to bribery, money-          laundering or corruption.            "Article 55 BRRD" means Article 55 of Directive 2014/59/EU establishing a framework for           the recovery and resolution of credit institutions and investment firms.            "Assignment   Agreement" means an agreement substantially in the form set out in           Schedule 6 (Form of Assignment Agreement) or any other form agreed between the           relevant assignor and assignee.            "Auditors" means one of PricewaterhouseCoopers, Ernst & Young, KPMG, Deloitte &           Touche or such other firm approved by the relevant Obligor.             "Authorisation" means an authorisation, consent, approval, resolution, licence,           exemption, filing, notarisation or registration.            "Availability Period" means, in respect of Facility A and Facility B, the period from and           including the date of this Agreement to and including the Fourth Restatement Date, in           respect of Facility C, the period from and including the Sixth Restatement Date to the           Termination Date in respect of Facility C and, in respect of Facility D, the period from and           including the Sixth Restatement Date to the Termination Date in respect of Facility D.            "Available Commitment" means, in relation to a Facility, a Lender's Commitment under           that Facility minus (subject as set out below):            (a)      the amount of its participation in any outstanding Utilisations under that Facility                    and the amount of any Ancillary Commitment; and             (b)      in relation to any proposed Utilisation, the amount of its participation in any other                    Utilisations that are due to be made under that Facility on or before the proposed                    Utilisation Date and the amount of any Ancillary Commitment in relation to any                    new Ancillary Facility that is due to be made available on or before the proposed                    Utilisation Date,            other than, in relation to any proposed Utilisation under a Revolving Facility only, that           Lender's participation in any Revolving Loans that are due to be repaid or prepaid on or           before the proposed Utilisation Date and any Ancillary Commitment to the extent that it is           due to be reduced or cancelled on or before the proposed Utilisation Date.            "Available Credit Balance" means, in relation to an Ancillary Facility, credit balances on           any account of any Borrower of that Ancillary Facility to the extent that those credit    EH8227013.9                                                                                15   





 






                                                          balances are freely available to be set off by the relevant Lender against liabilities owed to           it by that Borrower under that Ancillary Facility.            "Available Facility" means, in relation to a Facility, the aggregate for the time being of           each Lender's Available Commitment in respect of that Facility.            "Bail-In Action" means the exercise of any Write-down and Conversion Powers.            "Bail-In Legislation" means, in relation to any 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.            "Base Currency" means, in respect of Facility B and Facility C, sterling and, in respect of           Facility D, euro.            "Base Currency Amount" means:            (a)      in relation to a Utilisation, the amount specified in the Utilisation Request                    delivered by a Borrower for that Utilisation (or, if the amount requested is not                    denominated in the Base Currency, that amount converted into the Base                    Currency at the Agent's Spot Rate of Exchange on the date which is three                    Business Days before the Utilisation Date or, if later, on the date the Agent                    receives the Utilisation Request in accordance with the terms of this Agreement);                    and            (b)      in relation to an Ancillary Commitment, the amount specified as such in the notice                    delivered to the relevant Lender by the    Parent pursuant to Clause 6.2                    (Availability) (or, if the amount specified is not denominated in the Base                    Currency, that amount converted into the Base Currency at the Agent's Spot                    Rate of Exchange on the date which is three Business Days before the Ancillary                    Commencement Date for that Ancillary Facility or, if later, the date the relevant                    Lender receives the notice of the Ancillary Commitment in accordance with the                    terms of this Agreement),            as adjusted to reflect any repayment, prepayment, consolidation or division of a Utilisation,           or (as the case may be) cancellation or reduction of an Ancillary Facility.            "Blocking Law" means:            (a)      any provision of Council Regulation (EC) No. 2271/1996 of November 1996 (or                    any law or regulation implementing such Regulation in any member state of the                    European Union or the United Kingdom;            (b)      any similar blocking or anti-boycott law.    EH8227013.9                                                                                16   





 






                                                          "Borrower" means a Borrower listed in Part I of Schedule 1 (The Original Parties) or an           Additional Borrower unless it has ceased to be a Borrower in accordance with Clause 27           (Changes to the Obligors).            "Break Costs" means the amount (if any) by which:            (a)      the interest (excluding Margin) which a Lender should have received for the                    period from the date of receipt of all or any part of its participation in a Loan or                    Unpaid Sum to the last day of the current Interest Period in respect of that Loan                    or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on                    the last day of that Interest Period;            exceeds:            (b)      the amount which that Lender would be able to obtain by placing an amount                    equal to the principal amount or Unpaid Sum received by it on deposit with a                    leading bank in the Relevant Interbank Market for a period starting on the                    Business Day following receipt or recovery and ending on the last day of the                    current Interest Period.            "Budget" any budget delivered by the Parent to the Agent pursuant to Clause 22.4           (Budget).            "Business  Acquisition" means the acquisition of a company or any shares or securities           or a business or undertaking (or, in each case, any interest in any of them) or the           incorporation of a company.            "Business Day" means a day (other than a Saturday or Sunday) on which banks are open           for general business in London, and (in relation to any date for payment or purchase of           Euro) any TARGET Day.            "Business Plan" means the business plan prepared by SGL and delivered to the Agent on           or around 23 July 2010 including the agreed form financial projections of SGL and its           subsidiaries.            "Capital Expenditure" means any expenditure or obligation  (other than expenditure or           obligations in respect of Business Acquisitions) in respect of expenditure which, in           accordance with the Accounting Principles, is treated as capital expenditure (and including           the capital element of any expenditure or obligation incurred in connection with a Finance           Lease).            "Cash" means, at any time, cash in hand or at bank or amounts on deposit with a Lender           (which, for the avoidance of any doubt, includes any cash held by way of cash cover for           any reason) which are freely transferable and freely convertible and accessible by a           member of the Group within 7 days together with (without double counting) cash in transit           and in any such case is not subject to any Security (other than the Transaction Security).            "Cashflow" has the meaning given to that term in Clause 23.1 (Financial definitions).    EH8227013.9                                                                                17   





 






                                                          "Change  of Control" means (A) any person or group of persons acting in concert gains           direct or indirect control of Genesco after the Restatement Date, (B)  Genesco ceases to           have legal and beneficial ownership of the entire issued share capital of UK Acquisition           Company, (C) UK Acquisition Company ceases to have legal and beneficial ownership of           the entire issued share capital of SGL, (D) SGL ceases to have legal and beneficial           ownership of the entire issued share capital of Holdings, (E) Holdings ceases to have legal           and beneficial ownership of the entire issued share capital of the Parent, (F) the Parent           ceases to have legal and beneficial ownership of Schuh Ireland or (G) any person or group           of persons acting in concert gains direct or indirect control of the Parent after the Sixth           Amendment and Restatement Date.  For the purposes of this definition:            "control" of the Parent means:            (a)      the power (whether by way of ownership of shares, proxy, contract, agency or                    otherwise) to:                     (i)     cast, or control the casting of, more than 50% of the maximum number                            of votes that might be cast at a general meeting of the Parent; or                              (A)      appoint or remove all, or the majority, of the directors or other                                      equivalent officers of the Parent; or                              (B)      give directions with respect to the operating and financial                                      policies of the Parent with which the directors or other                                      equivalent officers of the Parent are obliged to comply; and/or                              (C)      the holding beneficially of more than 50% of the issued share                                      capital of the Parent (excluding any part of that issued share                                      capital that carries no right to participate beyond a specified                                      amount in a distribution of either profits or capital);             (b)      "control" of Genesco means:                     (i)     any "person" or "group" (as such terms are used in Sections 13(d) and                            14(d) of the Securities Exchange Act of 1934, but excluding any                            employee benefit plan of such person or its subsidiaries, and any                            person or entity acting in its capacity as trustee, agent or other fiduciary                            or administrator of any such plan) becomes the "beneficial owner" (as                            defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of                            1934, except that a person or group shall be deemed to have "beneficial                            ownership" of all securities that such person or group has the right to                            acquire, whether such right is exercisable immediately or only after the                            passage of time (such right being an "option right") directly or indirectly,                            of more than 50% of the equity securities of Genesco entitled to vote for                            members of the board of directors or equivalent governing body of                            Genesco on a fully-diluted basis (and taking into account all such                            securities that such person or group has the right to acquire pursuant to                            any option right); and/or   EH8227013.9                                                                                18   





 






                                                                   (ii)    during any period of 12 consecutive months, a majority of the members                            of the board of directors or other equivalent body of Genesco cease to                            be composed of individuals (i) who were members of that board or                            equivalent governing body on the first day of such period, (ii) whose                            election or nomination to that board or equivalent governing body was                            approved by individuals referred to in paragraph (i) above constituting at                            the time of such election or nomination at least a majority of that board                            or equivalent governing body or (iii) whose election or nomination to                            that board or equivalent governing body was approved by individuals                            referred to in paragraphs (i) and (ii) above constituting at the time of                            such election or nomination at least a majority of that board or                            equivalent governing body;            (c)      "acting in concert" means, a group of persons who, pursuant to an agreement                    or understanding (whether formal or informal), actively co-operate, through the                    acquisition directly or indirectly of shares in the Parent by any of them, either                    directly or indirectly, to obtain or consolidate control of the Parent.            "Charged Property" means all of the assets of the Obligors which from time to time are, or           are expressed to be, the subject of the Transaction Security.            "Code" means the US Internal Revenue Code of 1986.            "Commitment" means a Facility A Commitment, a Facility B Commitment, a Facility C           Commitment or a Facility D Commitment.            "Collateral Warranty Assignment" means the assignment in security granted by the           Parent in favour of the Security Trustee of the contractor's collateral warranty dated 17           February 2011 between RP IOM GP Limited and RP IOM Nominees Limited and Twintec           Limited, as assigned to the Parent on or around the Second Restatement Date.            "Compliance Certificate" means a certificate substantially in the form set out in Schedule           9 (Form of Compliance Certificate).            "Confidential Information" means all information relating to the Parent, any Obligor, the           Group, the Finance Documents or a Facility of which a Finance Party becomes aware in its           capacity as, for the purpose of becoming, a Finance Party or which is received by a           Finance Party in relation to, or for the purpose of becoming a Finance Party under, the           Finance Documents or a Facility from either:            (a)      any member of the Group or any of its advisers; or            (b)      another Finance Party, if the information was obtained by that Finance Party                    directly or indirectly from any member of the Group or any of its advisers,            in whatever form, and includes information given orally and any document, electronic file or           any other way of representing or recording information which contains or is derived or           copied from such information but excludes information that:   EH8227013.9                                                                                19   





 






                                                                   (i)     is or becomes public information other than as a direct or indirect result                            of any breach by that Finance Party of Clause 39 (Confidentiality); or                     (ii)    is identified in writing at the time of delivery as non-confidential by any                            member of the Group or any of its advisers;                      (iii)   is known by that Finance Party before the date the information is                            disclosed to it in accordance with paragraphs (a) or (b) above or is                            lawfully obtained by that Finance Party after that date, from a source                            which is, as far as that Finance Party is aware, unconnected with the                            Group and which, in either case, as far as that Finance Party is aware,                            has not been obtained in breach of, and is not otherwise subject to, any                            obligation of confidentiality.            "Confidentiality Undertaking" means a confidentiality undertaking substantially in a           recommended form of the LMA or in any other form agreed between the Parent and the           Agent.            "Constitutional Documents" means the certificate of incorporation, the certificate of           incorporation on change of name (if any) and the memorandum and articles of association           of the Parent.            "CTA" means the Corporation Tax Act 2009.            "Deal Costs" means all fees, costs and expenses, stamp, registration and other Taxes           incurred by the Parent or any other member of the Group in connection with the           Transaction Documents.            "Debt Purchase  Transaction" means, in relation to a person, a transaction where such           person:            (a)      purchases by way of assignment or transfer;            (b)      enters into any sub-participation in respect of; or            (c)      enters into any other agreement or arrangement having an economic effect                    substantially similar to a sub-participation in respect of,            any Commitment or amount outstanding under this Agreement.            "Default" means an Event of Default or any event or circumstance specified in Clause 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.            "Defaulting Lender" means any Lender:    EH8227013.9                                                                                20   





 






                                                          (a)      which has failed to make its participation in a Loan available or has notified the                    Agent that it will not make its participation in a Loan available by the Utilisation                    Date of that Loan in accordance with Clause 5.4 (Lenders' participation);            (b)      which has 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 5 Business Days of its due date; or                     (ii)    the Lender is disputing in good faith whether it is contractually obliged                            to make the payment in question;                     (iii)   it is unlawful in any relevant jurisdiction for the Lender to make that                            payment (provided that this shall not prejudice the rights of the                            Borrowers under Clause 8.1 (Illegality);                     (iv)    the failure to make that payment is caused by the negligence or wilful                            default of a third party beyond its control;                     (v)     the failure to make that payment is caused by an administrative or                            technical error experienced by a third party beyond its control; or                     (vi)    the Agent is an Impaired Agent and a Borrower has failed to notify the                            Lenders by giving not less than 3 Business Days prior notice of                            alternative arrangements for that payment.            "Delegate" means any delegate, agent, attorney or co-trustee appointed by the Security           Trustee.            "Designated Gross Amount" means the amount notified by the Parent to the Agent upon           the establishment of a Multi-account Overdraft as being the maximum amount of Gross           Outstandings that will, at any time, be outstanding under that Multi-account Overdraft.            "Designated Net Amount" means the amount notified by the Parent to the Agent upon the           establishment of a Multi-account Overdraft as being the maximum amount of Net           Outstandings that will, at any time, be outstanding under that Multi-account Overdraft.            "Designated Person" means a person listed on the European Union's Consolidated List           of Persons, Groups and Entities subject to EU Financial Sanctions, the Consolidated List           of Financial Sanctions Targets issued by Her Majesty's Treasury of the United Kingdom,    EH8227013.9                                                                                21   





 






                                                          the Specially Designated Nationals and Blocked Persons list issued by the Office of           Foreign Assets Controls of the US Department of Treasury or any similar list issued or           maintained or made public by any Sanctions Authority, each as amended, supplemented           or substituted from time to time.            "Disruption Event" means either or both of:            (a)      a material disruption to those payment or communications systems or to those                    financial markets which are, in each case, required to operate in order for                    payments to be made in connection with the Facilities (or otherwise in order for                    the transactions contemplated by the Finance Documents to be carried out)                    which disruption is not caused by, and is beyond the control of, any of the                    Parties; or            (b)      the occurrence of any other event which results in a disruption (of a technical or                    systems-related nature) to the treasury or payments operations of a Party                    preventing that, or any other Party:                     (i)     from performing its payment obligations under the Finance Documents;                            or                     (ii)    from communicating with other Parties in accordance with the terms of                            the Finance Documents,                     and which (in either such case) is not caused by, and is beyond the control of,                    the Party whose operations are disrupted.            "Dormant Subsidiary" means a member of the Group which does not trade (for itself or           as agent for any person) and does not own, legally or beneficially, assets (including,           without limitation, indebtedness owed to it) which in aggregate have a value of £5,000 or           more or its equivalent in other currencies.              "EEA Member Country"      means any member state of the European Union, Iceland,           Liechtenstein and Norway.            "Eligible Institution" means any Lender or other bank, financial institution, trust, fund or           other entity selected by the Parent and which, in each case, is not a member of the Group           nor an Investor nor an Affiliate of an Investor and which is further acceptable to the Agent           (acting reasonably).            "Environment" means humans, animals, plants and all other living organisms including           the ecological systems of which they form part and the following media:            (a)      air (including, without limitation, air within natural or man-made structures,                    whether above or below ground);            (b)      water (including, without limitation, territorial, coastal and inland waters, water                    under or within land and water in drains and sewers); and    EH8227013.9                                                                                22   





 






                                                          (c)      land (including, without limitation, land under water).            "Environmental  Claim" means any claim, proceeding, notice or investigation by any           person in respect of any Environmental Law.            "Environmental Law" means any applicable law or regulation which relates to:            (a)      the pollution or protection of the Environment;             (b)      the conditions of the workplace; or            (c)      any emission, generation, handling, storage, disposal, removal, use, release,                    spillage or discharge of any substance which, alone or in combination with any                    other, is capable of causing harm to the Environment including, without limitation,                    any waste.            "Environmental Permits" means any permit and other Authorisation and the filing of any           notification, report or assessment required under any Environmental Law for the operation           of the business of any member of the Group conducted on or from the properties owned or           used by any member of the Group.            "Escrow Account" means an interest-bearing account:            (a)      held in Scotland by a Borrower with the Agent or the Security Trustee;            (b)      identified in a letter between the Parent and the Agent as the Escrow Account;            (c)      subject to Security in favour of the Security Trustee, which Security is in form and                    substance satisfactory to the Agent and the Security Trustee; and            (d)      from which no withdrawals may be made by any members of the Group except                    as contemplated by this Agreement,            (as the same may be re-designated, substituted or replaced from time to time).            "Escrow Account Certificate" means, in respect of any Quarter Date, a certificate signed           by two directors of the Parent (one of whom must be the chief financial officer of the           Group) confirming that as at such Quarter Date:            (a)      no Default is continuing;            (b)      the Parent has complied with each of the financial covenants set out in Clause                    23.2 (Financial condition) on each Quarter Date up to and including the date of                    the relevant Escrow Account Certificate provided that, in the case of each                    Quarter Date occurring after the Relevant Quarter Date (as defined in Clause                    23.4(a)), no account is taken of any New Shareholder Injection; and            (c)      the Parent will comply with each of the financial covenants set out in Clause 23.2                    (Financial condition) on each of the two Quarter Dates falling after the Quarter    EH8227013.9                                                                                23   





 






                                                                   Date as at which the relevant Escrow Account Certificate is given, and attaching                    such supporting evidence as the Agent may reasonably request in connection                    with such confirmation provided that in the case of each of such Quarter Dates                    no account is taken of any New Shareholder Injection.            "EU Bail-In Legislation Schedule"    means the document described as such and           published by the LMA (or any successor person) from time to time.            "Euro" and the figure "€" means the single currency of the Participating Member States.            "EURIBOR" means, in relation to any Loan in Euro:            (a)      the applicable Screen Rate as of 11.00 a.m. (Brussels time) for Euro and for a                    period equal in length to the Interest Period of that Loan; or            (b)      as otherwise determined pursuant to Clause  13.1 (Unavailability of Screen Rate),            and if, in either case, that rate is less than zero, EURIBOR shall be deemed to be zero.            "Event of Default" means any event or circumstance specified as such in Clause 25           (Events of Default).            "Existing Retail Facilities" means the retail and merchant service facilities currently           provided by Lloyds Cardnet to the Group.            "Facility" means Facility A, Facility B, Facility C or Facility D and "Facilities" means all or           any of them as the context requires.            "Facility A" means the term loan facility made available under this Agreement as           described in paragraph (a)(i) of Clause 2.1 (The Facilities).            "Facility A Commitment" means:            (a)      in relation to an Original Lender, the amount set opposite its name under the                    heading "Facility A Commitment" in Part II of Schedule 1 (The Original Parties)                    and the amount of any other Facility A Commitment transferred to it under this                    Agreement; and            (b)      in relation to any other Lender, the amount of any Facility A Commitment                    transferred to it under this Agreement,            to the extent not cancelled, reduced or transferred by it under this Agreement.            "Facility A Loan" means a loan made or to be made under Facility A or the principal           amount outstanding for the time being of that loan.            "Facility A Repayment Date" means each date set out in paragraph (a) of Clause 7.1           (Repayment of Term Loans).    EH8227013.9                                                                                24   





 






                                                          "Facility A Repayment Instalment" means each of the repayment instalments set out in           paragraph (a) of Clause 7.1 (Repayment of Term Loans) opposite the relevant Facility A           Repayment Date.            "Facility B" means the term loan facility made available under this Agreement as           described in paragraph (a)(ii) of Clause 2.1 (The Facilities).            "Facility B Commitment" means:            (a)      in relation to an Original Lender, the amount set opposite its name under the                    heading "Facility B Commitment" in Part II of Schedule 1 (The Original Lenders)                    and the amount of any other Facility B Commitment transferred to it under this                    Agreement; and            (b)      in relation to any other Lender, the amount of any Facility B Commitment                    transferred to it under this Agreement,            to the extent not cancelled, reduced or transferred by it under this Agreement.            "Facility B Loan" means a loan made or to be made under Facility B or the principal           amount outstanding for the time being of that loan.            "Facility B Repayment Date" means each date set out in paragraph (b) of Clause 7.1           (Repayment of Term Loans).            "Facility B Repayment Instalment" means each of the repayment instalments set out in           paragraph (b) of Clause 7.1 (Repayment of Term Loans) opposite the relevant Facility B           Repayment Date.            "Facility C" means the revolving loan facility made available under this Agreement as           described in paragraph (a)(iii) of Clause 2.1 (The Facilities).            "Facility C Commitment" means:            (a)      in relation to an Original Lender, the amount set opposite its name under the                    heading "Facility C Commitment" in Part II of Schedule 1 (The Original Parties)                    and the amount of any other Facility C Commitment transferred to it under this                    Agreement; and            (b)      in relation to any other Lender, the amount of any Facility C Commitment                    transferred to it under this Agreement,            to the extent not cancelled, reduced or transferred by it under this Agreement.            "Facility C Loan" means a loan made or to be made under Facility C or the principal           amount outstanding for the time being of that loan.            "Facility D" means the revolving loan facility made available under this Agreement as           described in paragraph (a)(iv) of Clause 2.1 (The Facilities).   EH8227013.9                                                                                25   





 






                                                          "Facility D Commitment" means:            (a)      in relation to an Original Lender, the amount set opposite its name under the                    heading "Facility D Commitment" in Part II of Schedule 1 (The Original Lenders)                    and the amount of any other Facility D Commitment transferred to it under this                    Agreement; and            (b)      in relation to any other Lender, the amount of any Facility D Commitment                    transferred to it under this Agreement,            to the extent not cancelled, reduced or transferred by it under this Agreement.            "Facility D Loan" means a loan made or to be made under Facility D or the principal           amount outstanding for the time being of that loan.            "Facility Office" means:            (a)      in respect of a Lender, the office or offices notified by that Lender to the Agent in                    writing on or before the date it becomes a Lender (or, following that date, by not                    less than five Business Days' written notice) as the office or offices through which                    it will perform its obligations under this Agreement; or            (b)      in respect of any other Finance Party, the office in the jurisdiction in which it is                    resident for tax purposes.            "FATCA" means:            (c)      sections 1471 to 1474 of the Code or any associated regulations;            (d)      any treaty, law or regulation of any other jurisdiction, or relating to an                    intergovernmental agreement between the US and any other jurisdiction, which                    (in either case) facilitates the implementation of any law or regulation referred to                    in paragraph (a) above; or            (e)      any agreement pursuant to the implementation of any treaty, law or regulation                    referred to in paragraphs (a) or (b) above with the US Internal Revenue Service,                    the US government or any governmental or taxation authority in any other                    jurisdiction.            "FATCA Application Date" means:            (f)      in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the                    Code (which relates to payments of interest and certain other payments from                    sources within the US), 1 July 2014; or            (g)      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.    EH8227013.9                                                                                26   





 






                                                          "FATCA Deduction" means a deduction or withholding from a payment under a Finance           Document required by FATCA.            "FATCA Exempt Party" means a Party that is entitled to receive payments free from any           FATCA Deduction.            "Fee Letter" means any letter or letters dated on or about the date of this Agreement            between the Arranger and the Parent (or the Agent and the Parent or the Security Trustee           and the Parent) setting out any of the fees referred to in Clause 14 (Fees).            "Fifth Amendment     and   Restatement   Agreement" means the amendment and           restatement agreement in respect of this Agreement dated on or around 26 April 2017.            "Fifth Restatement Date" means the Effective Date as defined in the Fifth Amendment           and Restatement Agreement.            "Finance  Document" means this Agreement, any Accession Letter, any Ancillary           Document, any Compliance Certificate, any Fee Letter, the Genesco Guarantee, any           Hedging Agreement, any Resignation Letter, any Selection Notice, the Subordination           Agreements, any Transaction Security Document, any Utilisation Request, the Working           Capital Facility Letter (and any renewal or replacement thereof in respect of such facilities           provided by Lloyds Bank plc), the Amendment and Restatement Agreement, the Second           Amendment and Restatement Agreement, the Third Amendment and Restatement           Agreement, the Fourth Amendment and Restatement Agreement, the Fifth Amendment           and Restatement Agreement, the Sixth Amendment and Restatement Agreement, the           letters amending this Agreement dated 25 September 2019, 9 October 2019 and 29           October 2019, and any document entered into in respect of the Lloyds Retail Facilities and           any other document designated as a "Finance Document" by the Agent and the Parent.            "Finance Lease" means any lease or hire purchase contract which would, in accordance           with the Accounting Principles, be treated as a finance or capital lease.            "Finance  Party" means the Agent, the Arranger, the Security Trustee, a Lender,  the           Working Capital Lender and Lloyds Bank plc (or any other member of the LBG Group) as           provider of the Lloyds Retail Facilities.            "Financial Due Diligence  Report" means the report by KPMG dated on or   around the           date of this Agreement relating to the Parent and its subsidiaries and addressed to, and/or           capable of being relied upon by, Lloyds Bank plc as original lender.            "Financial Indebtedness" means any indebtedness for or in respect of:            (a)      moneys borrowed and debit balances at banks or other financial institutions;            (b)      any acceptance under any acceptance credit or bill discounting facility (or                    dematerialised equivalent);    EH8227013.9                                                                                27   





 






                                                          (c)      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 Finance Leases;            (e)      receivables sold or discounted (other than any receivables to the extent they are                    sold on a non-recourse basis and meet any requirement for de-recognition under                    the Accounting Principles);            (f)      any Treasury Transaction (and, when calculating the value of that Treasury                    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 Treasury Transaction, that amount)                    shall be taken into account);            (g)      any counter-indemnity obligation in respect of a guarantee, bond, standby or                    documentary letter of credit or any other instrument issued by a bank or financial                    institution;            (h)      any amount raised by the issue of redeemable shares which are redeemable                    (other than at the option of the issuer) before the Termination Date or are                    otherwise classified as borrowings under the Accounting Principles;            (i)      any amount of any liability under an advance or deferred purchase agreement if                    (i) one of the primary reasons behind entering into the agreement is to raise                    finance or to finance the acquisition or construction of the asset or service in                    question or (ii) the agreement is in respect of the supply of assets or services and                    payment is due more than 90 days after the date of supply;            (j)      any amount raised under any other transaction (including any forward sale or                    purchase, sale and sale back or sale and leaseback agreement) having the                    commercial effect of a borrowing or otherwise classified as borrowings under the                    Accounting Principles; and            (k)      the amount of any liability in respect of any guarantee for any of the items                    referred to in paragraphs (a) to (j) above.            "Financial Quarter" has the meaning given to that term in Clause 23.1      (Financial           definitions).            "Financial Year" has the meaning given to that term in Clause 23.1 (Financial definitions).            "Flotation" means:            (a)      a successful application being made for the admission of any part of the share                    capital of any member of the Group to the Official List maintained by the                    Financial Conduct Authority and the admission of any part of the share capital of                    any member of the Group to trading on the London Stock Exchange plc; or    EH8227013.9                                                                                28   





 






                                                          (b)      the grant of permission to deal with any part of the issued share capital of any                    member of the Group on the Alternative Investment Market or the Main Board or                    Growth Board of the ICAP Securities & Derivatives Exchange Limited (ISDX) or                    on any recognised investment exchange (as that term is used in the Financial                    Services and Markets Act 2000) or in or on any exchange or market replacing the                    same or any other exchange or market in any country.            "Fourth  Amendment     and  Restatement   Agreement" means the amendment and           restatement agreement in respect of this Agreement dated on or around 19 May 2015.            "Fourth  Restatement   Date" means the Effective Date as defined in the Fourth           Amendment and Restatement Agreement.            "Funding  Rate" means any individual rate notified by a Lender to the Agent pursuant to           paragraph (a)(ii) of Clause 13.3 (Cost of funds).            "Funds Flow" means the funds flow delivered by the Parent to the Agent on or around the           date of this Agreement in connection with the facilities being made available to the Group           by the Finance Parties.            "Genesco" means Genesco Inc., a corporation registered in Tennessee.            "Genesco  Closing  Schedule" means the schedule in the agreed form setting out the           dates to which the Group will prepare Monthly Financial Statements after the Restatement           Date.            "Genesco Debt Structuring Paper"      means the document entitled "UK/Jersey Debt           Structuring" dated 18 October 2019 provided to the Agent by Genesco.            "Genesco Guarantee" means the guarantee granted by Genesco in favour of the Security           Trustee dated on or around the date of the Sixth Amendment and Restatement           Agreement.            "Genesco Guarantee Repeating Representations" means each of the representations           set out Clause 8 of the Genesco Guarantee.            "Gross Outstandings" means, in relation to a Multi-account Overdraft, the Ancillary           Outstandings of that Multi-account Overdraft but calculated on the basis that the words           "(net of any Available Credit Balance)" in paragraph (a) of the definition of "Ancillary           Outstandings" were deleted.             "Group" means the Parent and each of its Subsidiaries for the time being.            "Group Material Property"   means all of the property (whether heritable or moveable,           corporeal or incorporeal, and including without limitation the Properties, the Intellectual           Property, the necessary stock and fixtures and fittings, the trading book debts, the trading           name "Schuh" and the associated goodwill, and the contracts between the Group and its           customers) which is material in the context of the Group's business and which is required    EH8227013.9                                                                                29   





 






                                                          by the Group in order to carry on its business as it is being conducted as at the date of the           Sixth Amendment and Restatement Agreement.            "Guarantor" means a Guarantor listed in Part I of Schedule 1 (The Original Parties) as a           Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in           accordance with Clause 27  (Changes to the Obligors).  For the avoidance of doubt, the           term "Guarantor" as used herein does not and will not include Genesco, unless Genesco           becomes an Additional Guarantor at its request.            "Hedging  Agreement" means any master agreement, confirmation, schedule or other           agreement in agreed form entered into or to be entered into by the Parent and a Lender for           the purpose of hedging interest rate liabilities in relation to the Term Facilities in           accordance with any Hedging Policy Letter.            "Hedging  Policy Letter" means any letter entered into at any time by the Parent to the           Agent setting out the proposed policy of the Group in relation to the hedging of its           exposure to floating rates of interest.            "Holding Account" means an account:            (a)      held in Scotland by a member of the Group with the Agent or Security Trustee;             (b)      identified in a letter between the Parent and the Agent as a Holding Account; and             (c)      subject to Security in favour of the Security Trustee which Security is in form and                    substance satisfactory to the Security Trustee,            (as the same may be redesignated, substituted or replaced from time to time).            "Holding Company" means, in relation to a company or corporation, any other company           or corporation in respect of which it is a Subsidiary.            "Holdings" means Schuh Holdings Limited (Registered No. SC265833).            "Investor" means the UK Acquisition Company.            "IFRS" means international accounting standards within the meaning of IAS Regulation           1606/2002 to the extent applicable to the relevant financial statements.            "Impaired Agent" means the Agent at any time when:            (a)      (if the Agent is also a Lender) it is a Defaulting Lender under paragraph (a) or (b)                    of the definition of "Defaulting Lender";            (b)      an Insolvency Event has occurred and is continuing with respect to the Agent; or            (c)      the Agent rescinds or repudiates a Finance Document.     EH8227013.9                                                                                30   





 






                                                          "Increase Confirmation" means a confirmation substantially in the form set out in           Schedule 10 (Form of Increase Confirmation).            "Information Package" means the Reports, the Business Plan and the Funds Flow.            "Insolvency Event" in relation to a Finance Party means:            (a)      a Finance Party being dissolved (other than pursuant to a consolidation,                    amalgamation or merger);            (b)      a Finance Party admits in writing its inability generally to pay its debts as they                    become due; or            (c)      the appointment of a liquidator, receiver, administrator, compulsory manager or                    similar officer in respect of that Finance Party or all or any material part of that                    Finance Party’s assets or any analogous procedure or any formal step being                    taken in respect of any such appointment or procedure other than the                    presentation of a petition for any such appointment or procedure which is                    dismissed, stayed or discharged within 30 days.            "Insurance  Adequacy   Letter" means the letter from Aon addressed to the Finance           Parties dated on or around the date of this Agreement in respect of the insurance provision           of the Group.            "Intellectual Property" means:            (a)      any patents, trade marks, service marks, designs, business names, copyrights,                    database rights, design rights, domain names, moral rights, inventions,                    confidential information, know how and other intellectual property rights and                    interests (which may now or in the future subsist), whether registered or                    unregistered; and            (b)      the benefit of all applications and rights to use such assets of each member of                    the Group (which may now or in the future subsist).            "Interest Period" means, in relation to a Loan, each period determined in accordance with           Clause 12 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in           accordance with Clause 11.3 (Default interest).            "Interpolated Screen Rate" means, in relation to LIBOR or EURIBOR for any Loan, the           rate (rounded to the same number of decimal places as the two relevant Screen Rates)           which results from interpolating on a linear basis between:            (a)      the applicable Screen Rate for the longest period (for which that Screen Rate is                    available) which is less than the Interest Period of that Loan; and            (b)      the applicable Screen Rate for the shortest period (for which that Screen Rate is                    available) which exceeds the Interest Period of that Loan,    EH8227013.9                                                                                31   





 






                                                          each as of 11.00 a.m. on the Quotation Day for the currency of that Loan.            "Irish Law Mortgage Debenture" means, an Irish law mortgage debenture entered into on           or about the Fifth Restatement Date and entered into between (1) Schuh Ireland and (2)           the Security Trustee.            "ITA" means the Income Tax Act 2007.            "Joint Venture" means any joint venture entity, whether a company, unincorporated firm,           undertaking, association, joint venture or partnership or any other entity.            "LBG Group" means Lloyds Banking Group plc and its Subsidiaries and Affiliates from           time to 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 Acts, 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)      the principle that any additional interest imposed under any relevant agreement                    may be held to be unenforceable on the grounds that it is a penalty and thus                    void;            (d)      the principle that an English court may not give effect to an indemnity for legal                    costs incurred by an unsuccessful litigant;            (e)      the principle that in certain circumstances security granted by way of fixed charge                    may be characterised as a floating charge or that security purported to be                    constituted by way of an assignment may be recharacterised as a charge;            (f)      similar principles, rights and defences under the laws of any Relevant                    Jurisdiction; and              (g)      any other matters which are set out as qualifications or reservations as to matters                    of law (but not of fact) expressed in any legal opinion required to be given by this                    Agreement.            "Lender" means:            (a)      any Original Lender; and            (b)      any bank, financial institution, trust, fund or other entity which has become a                    Party as a Lender in accordance with Clause 26 (Changes to the Lenders),    EH8227013.9                                                                                32   





 






                                                          which in each case has not ceased to be a Lender in accordance with the terms of this           Agreement.            "LIBOR" means, in relation to any Loan:            (a)      the applicable Screen Rate as of 11.00 a.m. on the Quotation Day for sterling                    and for a period equal in length to the Interest Period of that Loan; or            (b)      as otherwise determined pursuant to Clause 13.1 (Unavailability of Screen Rate),            and if, in either case, that rate is less than zero, LIBOR shall be deemed to be zero.            "Limitation Acts" means the Limitation Act 1980, the Foreign Limitation Periods Act 1984,           the Prescription and Limitation (Scotland) Act 1973, the Prescription and Limitation           (Scotland) Act 1984 and any other enactment (whenever passed) relating to the           prescription and/or limitation of actions and/or claims in any part of the United Kingdom.            "Livingston Property" means the heritable property situated at 1 Neilson Square, Deans           Industrial Estate, Livingston EH54 8EQ (Title Number WLN1738).            "Lloyds  Retail Facilities" means the retail and merchant services facilities (if any)           provided to the Group by a member of the LBG Group from time to time.            "LMA" means the Loan Market Association.            "Loan" means a Term Loan or a Revolving Loan.            "Majority Lenders" means a Lender or Lenders whose Commitments aggregate more           than 662/3 per cent. of the Total Commitments (or, if the Total Commitments have been                                                       2          reduced to zero, aggregated more than 66    /3 per cent.  of the Total Commitments           immediately prior to that reduction), calculated by notionally converting any Commitments           denominated in Euros into Sterling at the Agent's Spot Rate of Exchange on the relevant           date.            "Mandatory Prepayment Account" means an interest-bearing account:            (a)      held in Scotland by a Borrower with the Agent or Security Trustee;            (b)      identified in a letter between the Parent and the Agent as a Mandatory                    Prepayment Account;            (c)      subject to Security in favour of the Security Trustee which Security is in form and                    substance satisfactory to the Agent and Security Trustee; and             (d)      from which no withdrawals may be made by any members of the Group except                    as contemplated by this Agreement,            (as the same may be redesignated, substituted or replaced from time to time).    EH8227013.9                                                                                33   





 






                                                          "Margin" means:            (a)      in relation to any Facility A Loan, one point eight per cent. (1.8%) per annum;            (b)      in relation to any Facility B Loan, two point five per cent. (2.5%) per annum;            (c)      in relation to any Facility C Loan, two point two per cent. (2.2%) per annum;            (d)      in relation to any Facility D Loan, two point two per cent. (2.2%) per annum;            (e)      in relation to any Unpaid Sum relating or referable to a Facility, the rate per                    annum specified above for that Facility;             (f)      in relation to any other Unpaid Sum, the highest rate specified above; and            (g)      if at any time a breach of the terms of Clause 23  (Financial Covenants) is                    continuing each of the rates referred to in (a) to (f) (inclusive) above will increase                    to two times the Margin which would otherwise be applicable to such amount for                    so long as such breach continues unwaived.            "Material Adverse Effect" means any event or circumstance which is in the opinion of the           Majority Lenders (acting reasonably) materially adverse to:            (a)      the business, operations, property, condition (financial or otherwise) or prospects                    of the Group taken as a whole; or            (b)      the ability of an Obligor to perform its payment obligations under any of the                    Finance Documents and/or its obligations under Clause 23.2 (Financial condition)                    of this Agreement; or            (c)      the validity or enforceability of, or the effectiveness or ranking of any Security                    granted or purporting to be granted pursuant to any of, the Finance Documents                    or the rights or remedies of any Finance Party under any of the Finance                    Documents.            "Month" means a period starting on one day in a calendar month and ending on the           numerically corresponding day in the next calendar month, except that:            (a)      (subject to paragraph (c) below) if the numerically corresponding day is not a                    Business Day, that period shall end on the next Business Day in that calendar                    month in which that period is to end if there is one, or if there is not, on the                    immediately preceding Business Day;            (b)      if there is no numerically corresponding day in the calendar month in which that                    period is to end, that period shall end on the last Business Day in that calendar                    month; and    EH8227013.9                                                                                34   





 






                                                          (c)      if an Interest Period begins on the last Business Day of a calendar month, that                    Interest Period shall end on the last Business Day in the calendar month in which                    that Interest Period is to end.            The above rules will only apply to the last Month of any period.  "Monthly" shall be           construed accordingly.            "Monthly  Financial Statements" means the monthly financial statements of the Group           delivered pursuant to paragraph (c) of Clause 22.1 (Financial Statements).            "Multi-account Overdraft" means an Ancillary Facility which is an overdraft facility           comprising more than one account.            "Net Outstandings" means, in relation to a Multi-account Overdraft, the Ancillary           Outstandings of that Multi-account Overdraft.             "Non-Consenting Lender" has the meaning given to that term in Clause 38.4           (Replacement of Lender).            "Obligor" means a Borrower or a Guarantor.            "Obligors' Agent" means the Parent, appointed to act on behalf of each Obligor in relation           to the Finance Documents pursuant to Clause 2.3 (Obligors' Agent).            "Original Financial Statements" means:            (a)   in relation to SGL, the audited consolidated financial statements of SGL and its                 subsidiaries for its financial year ended 31 January 2015 and the unaudited                 management accounts for the Accounting Period which ended on 2 May 2015; and            (b)   in relation to any other Obligor, its audited financial statements delivered to the                 Agent as required by Clause 27 (Changes to the Obligors).            "Participating Member  State" means any member state of the European Communities           that adopts or has adopted the Euro as its lawful currency in accordance with legislation of           the European Community relating to Economic and Monetary Union.            "Party" means a party to this Agreement.            "PSC  Register" means "PSC register" within the meaning of section 790C(10) of the           Companies Act 2006.            "Perfection Requirements" means the making or the procuring of the appropriate           registrations, filings, endorsements, notarisations, stampings and/or notifications of the           Transaction Security Documents and/or the Transaction Security created thereunder.            "Permitted Acquisition" means:            (a)      an acquisition permitted in terms of Clause 24.30 (Capital Expenditure);    EH8227013.9                                                                                35   





 






                                                          (b)      an acquisition by a member of the Group of an asset sold, leased, transferred or                    otherwise disposed of by another member of the Group in circumstances                    constituting a Permitted Disposal;            (c)      an acquisition of shares or securities pursuant to a Permitted Share Issue;            (d)      an acquisition approved in writing by the Majority Lenders.            "Permitted Bank  Accounts" means each of the accounts held by Schuh Ireland with           Ulster Bank (or such other bank notified by the Parent to the Agent from time to time).            "Permitted Disposal" means any sale, lease, licence, transfer or other disposal which is           on arms' length terms:            (a)      of trading stock or cash made by any member of the Group in the ordinary course                    of trading of the disposing entity;            (b)      of any asset by a member of the Group (the "Disposing Company") to another                    member of the Group (the "Acquiring Company"), but if:                     (i)     the Disposing Company   is an Obligor, the Acquiring Company must                            also be an Obligor;                     (ii)    the Disposing Company had given Security over the asset, the                            Acquiring Company must give equivalent Security over that asset; and                     (iii)   the Disposing Company is a Guarantor, the Acquiring Company must                            be a Guarantor guaranteeing at all times an amount no less than that                            guaranteed by the Disposing Company;            (c)      of assets (other than shares, businesses, any Properties or any Intellectual                    Property) in exchange for other assets comparable or superior as to type, value                    or quality (other than an exchange of a non-cash asset for cash);            (d)      of obsolete or redundant vehicles, plant and equipment for cash;            (e)      arising as a result of any Permitted Security; and            (f)      of assets (other than shares, businesses, any Properties or any Intellectual                    Property) for cash where the higher of the market value and net consideration                    receivable (when aggregated with the higher of the market value and net                    consideration receivable for any other sale, lease, licence, transfer or other                    disposal not allowed under the preceding paragraphs) does not exceed £200,000                    (or its equivalent) in any Financial Year of the Parent.            "Permitted Financial Indebtedness" means Financial Indebtedness:            (a)      arising under a foreign exchange transaction for spot or forward delivery entered                    into in connection with protection against fluctuation in currency rates where that   EH8227013.9                                                                                36   





 






                                                                   foreign exchange exposure arises in the ordinary course of trade, but not a                    foreign exchange transaction for investment or speculative purposes;            (b)      arising under a Permitted Loan or a Permitted Guarantee or as permitted by                    Clause 24.31 (Treasury Transactions);            (c)      of any person acquired by a member of the Group after the date of this                    Agreement  which is incurred under arrangements in existence at the date of                    acquisition, but not incurred or increased or its maturity date extended in                    contemplation of, or since, that acquisition, and outstanding only for a period of                    three months following the date of acquisition;            (d)      under finance or capital leases of vehicles, plant, equipment or computers,                    provided that the aggregate capital value of all such items so leased under                    outstanding leases by members of the Group does not exceed £100,000 (or its                    equivalent in other currencies) at any time;             (e)      arising under an Ancillary Document or the Working Capital Facility Letter;            (f)      arising in respect of the Retail Facilities;             (g)      arising by way of a New Shareholder Injection; and            (h)      not permitted by the preceding paragraphs or as a Permitted Transaction and the                    outstanding principal amount of which does not exceed £100,000 (or its                    equivalent) in aggregate for the Group at any time.            "Permitted Gross Outstandings" means, in relation to a Multi-account Overdraft, any           amount, not exceeding its Designated Gross Amount, which is the amount of the Gross           Outstandings of that Multi-account Overdraft.            "Permitted Guarantee" means:            (a)      the endorsement of negotiable instruments in the ordinary course of trade;            (b)      any performance or similar bond guaranteeing performance by a member of the                    Group under any contract entered into in the ordinary course of trade;            (c)      any guarantee permitted under Clause 24.19 (Financial Indebtedness); or            (d)      any guarantee given in respect of the netting or set-off arrangements permitted                    pursuant to paragraph (b) of the definition of Permitted Security.            "Permitted Joint Venture" means any investment in any Joint Venture where the Parent           has obtained the prior written consent (not to be unreasonably withheld or delayed) of the           Majority Lenders for the investment in that Joint Venture.                EH8227013.9                                                                                37   





 






                                                          "Permitted Loan" means:            (a)      any trade credit extended by any member of the Group to its customers on                    normal commercial terms and in the ordinary course of its trading activities;            (b)      Financial Indebtedness which is referred to in the definition of, or otherwise                    constitutes, Permitted Financial Indebtedness (except under paragraph (b) of that                    definition);            (c)      a loan made by an Obligor to another Obligor or made by a member of the Group                    which is not an Obligor to another member of the Group;            (d)      a loan made by a member of the Group to an employee or director of any                    member of the Group if the amount of that loan when aggregated with the                    amount of all loans to employees and directors by members of the Group does                    not exceed £100,000 (or its equivalent) at any time; and            (e)      any other loan so long as the aggregate amount of the Financial Indebtedness                    under any such loans does not exceed £100,000 (or its equivalent) at any time.            "Permitted Merger" means:            (a)      an amalgamation, demerger, merger, consolidation or corporate reconstruction                    on a solvent basis of an Obligor where:                     (i)     all of the business and assets of that Obligor are retained by one or                            more other Obligors;                     (ii)    the surviving entity of that amalgamation, demerger, merger,                            consolidation or corporate reconstruction is liable for the obligations of                            the Obligor it has merged with and is incorporated in the same                            jurisdiction as that Obligor; and                     (iii)   the Agent and the Security Trustee are given thirty Business Days'                            notice by the Parent of that proposed amalgamation, demerger, merger,                            consolidation or corporate reconstruction and the Security Trustee,                            acting reasonably, is satisfied that the Finance Parties will enjoy the                            same or equivalent Security over the same assets and over that Obligor                            and the shares in it (or the shares of the surviving entity); or            (b)      an amalgamation, demerger, merger, consolidation or corporate reconstruction                    on a solvent basis of a member of the Group which is not an Obligor where all of                    the business and assets of that member remain within the Group; or             (c)      an amalgamation or merger between an Obligor and another entity in connection                    with a Permitted Acquisition where such Obligor is the surviving entity.                          EH8227013.9                                                                                38   





 






                                                          "Permitted Payment" means:            (a)      the payment of a dividend to the Parent or any of its wholly owned Subsidiaries;            (b)      the making of a loan by the Parent to any entity in which Genesco has (directly or                    indirectly) an ownership interest or the repayment of a loan by the Parent to any                    entity in which Genesco has (directly or indirectly) has an ownership interest                    which, in any such case, is expressly agreed between in writing the Parent and                    the Lenders;            (c)      the payment of any other dividend agreed between the Parent and the Lenders.            "Permitted Security" means:            (a)      any lien arising by operation of law and in the ordinary course of trading and not                    as a result of any default or omission by any member of the Group;            (b)      any netting or set-off arrangement entered into by any member of the Group with                    Lloyds Bank plc in the ordinary course of its banking arrangements for the                    purpose of netting debit and credit balances of members of the Group but only so                    long as (i) such arrangement does not permit credit balances of Obligors to be                    netted or set off against debit balances of members of the Group which are not                    Obligors and (ii) such arrangement does not give rise to other Security over the                    assets of Obligors in support of liabilities of members of the Group which are not                    Obligors;            (c)      any Security or Quasi-Security over or affecting any asset acquired by a member                    of the Group after the date of this Agreement, if:                     (i)     the Security or Quasi-Security was not created in contemplation of the                            acquisition of that asset by a member of the Group;                     (ii)    the principal amount secured has not been increased in contemplation                            of or since the acquisition of that asset by a member of the Group; and                     (iii)   the Security or Quasi-Security is removed or discharged within three                            months of the date of acquisition of such asset;            (d)      any Security or Quasi-Security over or affecting any asset of any company which                    becomes a member of the Group after the date of this Agreement, where the                    Security or Quasi-Security is created prior to the date on which that company                    becomes a member of the Group, if:                     (i)     the Security or Quasi-Security was not created in contemplation of the                            acquisition of that company;                     (ii)    the principal amount secured has not increased in contemplation of or                            since the acquisition of that company; and    EH8227013.9                                                                                39   





 






                                                                   (iii)   the Security or Quasi-Security is removed or discharged within three                            months of that company becoming a member of the Group;            (e)      any Security arising under any retention of title, hire purchase or conditional sale                    arrangement or arrangements having similar effect in respect of goods supplied                    to a member of the Group in the ordinary course of trading and on the supplier's                    standard or usual terms and not arising as a result of any default or omission by                    any member of the Group;            (f)      any Security or Quasi-Security arising as a consequence of any finance or capital                    lease permitted pursuant to paragraph (e) of the definition of "Permitted Financial                    Indebtedness";            (g)      any Security in favour of Bank of Scotland plc or any other member of the LBG                    Group by any member of the Group;             (h)      subject to the satisfaction of each of the conditions set out in paragraph (b)(iii) of                    Clause 24.19, any Security or Quasi-Security in favour of Genesco (Jersey) Ltd                    granted in connection with the loan made in accordance with such paragraph                    (b)(iii) of Clause 24.19; or            (i)      any Security securing indebtedness the outstanding principal amount of which                    (when aggregated with the outstanding principal amount of any other                    indebtedness which has the benefit of Security given by any member of the                    Group other than any permitted under paragraphs (a) to (h) above) does not                    exceed £100,000 (or its equivalent in other currencies).            "Permitted Share Issue" means an issue of:            (a)      ordinary shares by the Parent to employees, paid for in full in cash upon issue                    and which by their terms are not redeemable and where such issue does not lead                    to a Change of Control of the Parent;            (b)      shares by a member of the Group which is a Subsidiary to its immediate Holding                    Company where (if the existing shares of the Subsidiary are the subject of the                    Transaction Security) the newly-issued shares also become subject to the                    Transaction Security on the same terms.            "Permitted Transaction" means:            (a)      any disposal required, Financial Indebtedness incurred, guarantee, indemnity or                    Security or Quasi-Security given, or other transaction arising, under the Finance                    Documents;            (b)      the solvent liquidation or reorganisation of any member of the Group which is not                    an Obligor so long as any payments or assets distributed as a result of such                    liquidation or reorganisation are distributed to an Obligor; or    EH8227013.9                                                                                40   





 






                                                          (c)      transactions (other than (i) any sale, lease, license, transfer or other disposal and                    (ii) the granting or creation of Security or the incurring or permitting to subsist of                    Financial Indebtedness) conducted in the ordinary course of trading on arms'                    length terms.            "Properties" means the heritable or freehold properties owned by the Group at the date of           this Agreement and any other freehold property acquired by a member of the Group after           the date of this Agreement.  A reference to "Property" is a reference to any of the           Properties.            "PSC Notice" means any of:            (a)      a warning notice issued under paragraph 1 of Part 2 of the Schedule 1B of the                    Companies Act 2006; or            (b)      a restrictions notice issued under paragraph 1 of Part 2 of the Schedule 1B of the                    Companies Act 2006.            "PSC Register" means a register of people with significant control as required under Part           21A of the Companies Act 2006.            "Qualifying Lender" has the meaning given to that term in Clause 15 (Tax gross-up and           indemnities).            "Quarter Date" has the meaning given to that term in Clause 23.1 (Financial Definitions).            "Quasi-Security" has the meaning given to that term in Clause 24.13 (Negative pledge).            "Quotation  Day" means, in relation to any period for which an interest rate is to be           determined:            (a)      (if the currency is Sterling) the first day of that period; and            (b)      (if the currency is Euro) two TARGET Days before the first day of that period.            "Receiver" means a receiver or receiver and manager or administrative receiver of the           whole or any part of the Charged Property.            "Related Fund" in relation to a fund (the "first fund"), means a fund which is managed or           advised by the same investment manager or investment adviser as the first fund or, if it is           managed by a different investment manager or investment adviser, a fund whose           investment manager or investment adviser is an Affiliate of the investment manager or           investment adviser of the first fund.            "Relevant Jurisdiction" means, in relation to a Transaction Obligor:            (a)      its jurisdiction of incorporation;    EH8227013.9                                                                                41   





 






                                                          (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)      the jurisdiction whose laws govern the perfection of any of the Transaction                    Security Documents or the Genesco Guarantee entered into by it.            "Relevant Nominating Body" means any applicable central bank, regulator or other           supervisory authority or a group of them, or any working group or committee sponsored or           chaired by, or constituted at the request of, any of them or the Financial Stability Board.            "Relevant  Period" has the meaning given to that term in Clause 23.1       (Financial           definitions).            "Repayment Date" means a Facility A Repayment Date or a Facility B Repayment Date.            "Repeating Representations" means each of the representations set out in Clause 21.2           (Status) to Clause 21.7 (Governing law and enforcement) (inclusive), Clause 21.11 (No           default), paragraphs (f) and (g) of Clause 21.13 (Original Financial Statements), Clause           21.19 (Ranking) to Clause 21.21  (Legal and beneficial ownership) (inclusive), Clause           21.28 (Centre of main interests and establishments) and Clause 21.30 (Sanctions and Anti           Corruption Law) and Clause 21.31 (PSC Register).            "Replacement Benchmark" means a benchmark rate which is:            (a)      formally designated, nominated or recommended as the replacement for a                    Screen Rate by:                     (i)     the administrator of that Screen Rate (provided that the market or                            economic reality that such benchmark rate measures is  the same as                            that measured by that Screen Rate); or                     (ii)    any Relevant Nominating Body,                     and if replacements have, at the relevant time, been formally designated,                    nominated or recommended under both paragraphs, the "Replacement                    Benchmark" will be the replacement under paragraph (ii) above;             (b)      in the opinion of the Agent and the Parent, generally accepted in the international                    or any relevant domestic syndicated loan markets as the appropriate successor                    to that Screen Rate; or            (c)      in the opinion of the Agent and the Parent, an appropriate successor to a Screen                    Rate.            "Reports" means the Financial Due Diligence Report and the Tax Letter.    EH8227013.9                                                                                42   





 






                                                          "Resignation Letter" means a letter substantially in the form set out in Schedule 8 (Form           of Resignation Letter).            "Resolution Authority" means any body which has authority to exercise any Write-down           and Conversion Powers.            "Restatement Date" means 22 June 2011.            "Retail Facilities" means the retail and merchant services facilities used by the Group           from time to time (including, without limitation, the Existing Retail Facilities and the Lloyds           Retail Facilities).            "Revolving Facilities" means Facility C and Facility D and "Revolving Facility" means           any of them as the context requires.            "Revolving Loan" means a Facility C Loan or a Facility D Loan.            "Rollover Loan" means one or more Revolving Loans:            (a)      made or to be made on the same day that a maturing Revolving Loan is due to                    be repaid;            (b)      the aggregate amount of which is equal to or less than the amount of the                    maturing Revolving Loan; and            (c)      made or to be made to the same Borrower for the purpose of refinancing that                    maturing Revolving Loan.            "Sanctions Authority"  means the United Nations, the United States of America, the           European Union, the United Kingdom, the respective governmental institutions and           agencies of any of the foregoing or any other institution or agency that implements,           administers or enforces any economic, financial, sectoral or trade sanctions regime in a           jurisdiction of relevance to the Facility or any Finance Party.             "Sanctions Regime"     means any economic, financial, sectoral or trade sanctions           implemented, administered or enforced by any Sanctions Authority.            "Schuh  Ireland" means Schuh (ROI) Limited, incorporated in Ireland with registered           number 272987.            "Screen Rate" means:             (a)      in relation to LIBOR, the London interbank offered rate administered by ICE                    Benchmark Administration Limited (or any other person which takes over the                    administration of that rate) for the relevant period displayed (or any correction,                    recalculation or republication by the administrator if and only if such correct,                    recalculated or republished rate is lower) on pages LIBOR01 or LIBOR02 of the                    Thomson Reuters screen (or any replacement Thomson Reuters page which                    displays that rate); and    EH8227013.9                                                                                43   





 






                                                          (b)      in relation to EURIBOR, the Euro interbank offered rate administered by the                    European Money Markets Institute (or any other person which takes over the                    administration of that rate) for the relevant period displayed (or any correction,                    recalculation or republication by the administrator if and only if such corrected,                    recalculated or republished rate is lower) on page EURIBOR01 of the Thomson                    Reuters screen (or any replacement Thomson Reuters page which displays that                    rate),             in each case, if the agreed page is replaced or service ceases to be available, the Agent           may specify another page or service displaying the appropriate rate after consultation with           the Parent and the Lenders.            "Screen Rate Replacement Event" means, in relation to a Screen Rate:            (a)      the methodology, formula or other means of determining that Screen Rate has, in                    the opinion of the Agent and the Parent, materially changed;            (b)                               (i)                                      (A)      the administrator of that Screen Rate or its supervisor publicly                                      announces that such administrator is insolvent; or                              (B)      information is published in any order, decree, notice, petition                                      or filing, however described, of or filed with a court, tribunal,                                      exchange, regulatory authority or similar administrative,                                      regulatory or judicial body which reasonably confirms that the                                      administrator of that Screen Rate is insolvent,                             provided that, in each case, at that time, there is no successor                            administrator to continue to provide that Screen Rate;                     (ii)    the administrator of that Screen Rate publicly announces that it has                            ceased or will cease, to  provide that Screen Rate permanently or                            indefinitely and, at that time, there is no successor administrator to                            continue to provide that Screen Rate;                      (iii)   the supervisor of the administrator of that Screen Rate publicly                            announces that such Screen Rate has been   or will be permanently or                            indefinitely discontinued; or                     (iv)    the administrator of that Screen Rate or its supervisor announces that                            that Screen Rate may no longer be used; or            (c)      in the opinion of the Agent and the Parent, that Screen Rate is otherwise no                    longer appropriate for the purposes of calculating interest under this Agreement.    EH8227013.9                                                                                44   





 






                                                          "Second   Amendment    and  Restatement    Agreement" means the amendment and           restatement agreement in respect of this Agreement dated on the Second Restatement           Date.            "Second Restatement Date" means 1 November 2013.            "Secured  Obligations" means all present and future obligations and liabilities (whether           actual or contingent, whether owed jointly, severally or in any other capacity whatsoever           and whether originally incurred by an Obligor or by some other person) of each Obligor to           the Finance Parties (or any of them) under each of the Finance Documents except for any           obligation or liability which, if it were so included, would cause that obligation or liability or           any of the Security in respect thereof, to be unlawful or prohibited by any applicable law.            "Secured  Parties" means each Finance Party from time to time and any Receiver or           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.            "Selection Notice" means a notice substantially in the form set out in Part II of Schedule 3           (Requests) given in accordance with Clause 12  (Interest Periods) in relation to a Term           Facility.            "Senior Management" means each and all of Colin Temple, David Gillan Reid, Kenneth           Ball and Phil Whittle.            "Senior Management   Event" means if any of Colin Temple, David Gillan-Reid, Kenneth           Ball and Phil Whittle cease (in the period of 24 months following the Sixth Amendment and           Restatement Date) to be employed by the Parent (as Managing Director, Finance and HR           Director, IT director and Retail Director respectively) (the date on which any of such           individuals cease to be so employed being for these purposes, in each instance, the           "Trigger Date") and, following the presentation to the Lenders of the Group's alternative           arrangements for the senior management of the Group (including, without limitation, the           identity of the proposed new Managing Director, Finance and HR Director, IT director and           Retail Director, as appropriate) within 120 days of any Trigger Date, the Agent (acting on           the instructions of the Majority Lenders, acting reasonably) does not provide a written           consent to such cessation within 180 days of any Trigger Date.  This definition shall also           apply to any replacement person approved by the Agent in accordance with the terms of           this definition as if references in this definition to Colin Temple, David Gillan-Reid, Kenneth           Ball and Phil Whittle were references to that replacement person.             "SGL"  means Schuh Group Limited, a company incorporated under the Companies Act           with company number SC379625 and having its registered office at 1 Neilson Square,           Deans Industrial Estate, Livingston, West Lothian, EH54 8RQ.            "Sixth  Amendment    and   Restatement   Agreement" means the amendment and           restatement agreement in respect of this Agreement dated on or around          November           2019.   EH8227013.9                                                                                45   





 






                                                          "Sixth Amendment   and Restatement Date" means the Effective Date as defined in the           Sixth Amendment and Restatement Agreement.            "Standard Security" means the standard security by the Parent in favour of the Security           Trustee in respect of the Livingston Property dated on or around the date of this           Agreement.            "Sterling" and the figure "£" means the lawful currency of the UK.            "Subordination Agreements" means the subordination agreement between the Borrower,           UK Acquisition Company and the Security   Trustee as security trustee for the Finance           Parties dated 22 June, 23 June and 7 November 2011 and the subordination agreement           between the Obligors, the UK Acquisition Company and the Security Trustee as security           trustee for the Finance Parties dated on or around 28 May 2015.            "Subsidiary" means, in relation to any company, corporation or legal entity (a "holding           company"), any company, corporation or legal entity:            (a)      which is controlled, directly or indirectly, by the holding company; or            (b)      more than half the issued share capital of which is beneficially owned, directly or                    indirectly, by the holding company; or            (c)      which is a subsidiary of another subsidiary of the holding company,            and, for these purposes, a company, corporation or legal entity shall be treated as being           controlled by another if that other company, corporation or legal entity is able to direct its           affairs and/or to control the composition of its board of directors or equivalent body.            "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.            "Tax" means any tax, levy, impost, duty or other charge or withholding of a similar nature           (including any penalty or interest payable in connection with any failure to pay or any delay           in paying any of the same).            "Tax 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 Letter" means the letter dated on or around the date of this Agreement from KPMG           to the Finance Parties in respect of the tax position of the Group.            "Taxes Act" means the Income and Corporation Taxes Act 1988.    EH8227013.9                                                                                46   





 






                                                          "Term Facilities" means Facility A and Facility B and "Term Facility" means any of them           as the context may require.            "Termination Date" means, subject to the terms of Clause 2.4 (Extension Option):            (a)      in relation to Facility A, 29 April 2017;             (b)      in relation to Facility B, 31 January 2020; and            (c)      in relation to Facility C, 31 January 2020; and            (d)      in relation to Facility D, 31 January 2020.            "Term Loan" means a Facility A Loan or a Facility B Loan.            "Third  Amendment     and  Restatement   Agreement" means the amendment and           restatement agreement in respect of this Agreement dated on the Third Restatement Date.            "Third Restatement Date" means 19 June 2014.            "Total Commitments" means the aggregate of the Total Facility A Commitments, the           Total Facility B Commitments and the Total Facility C Commitments and the Total Facility           D Commitments, being £25,250,000 and €7,200,000 at the Sixth Amendment and           Restatement Date.            "Total Facility A Commitments" means the aggregate of the Facility A Commitments,           being nil at the Sixth Amendment and Restatement Date.            "Total Facility B Commitments" means the aggregate of the Facility B Commitments,           being £6,250,000 at the Sixth Amendment and Restatement Date.            "Total Facility C Commitments" means the aggregate of the Facility C Commitments,           being £19,000,000 at the Sixth Amendment and Restatement Date.            "Total Facility D Commitments" means the aggregate of the Facility D Commitments,           being €7,200,000 at the Sixth Amendment and Restatement Date.            "Trade Sale" means a disposal (whether in a single transaction or a series of related           transactions) of all or substantially all of the business and assets of the Group.            "Transaction  Documents" means the Acquisition Agreement, the Constitutional           Documents and the Finance Documents.            "Transaction Obligor" means an Obligor and Genesco.            "Transaction Security" means the Security created or expressed to be created in favour           of the Security Trustee pursuant to the Transaction Security Documents.            "Transaction Security Documents" means the floating charge in favour of the Security           Trustee granted by the Parent dated 10 November 2010, the share pledge in favour of the   EH8227013.9                                                                                47   





 






                                                          Security Trustee by Holdings over the shares in the Parent dated 10 November 2010, the           Standard Security, the Additional Standard Security, the Collateral Warranty Assignment,           the Irish law share pledge by the Parent in favour of the Security Trustee over its shares in           Schuh Ireland dated on or around the Fifth Restatement Date, the Irish Law Mortgage           Debenture, and any document required to be delivered to the Agent under paragraph 13 of           Part II of Schedule 2 (Conditions Precedent) together with any other any document           entered into by any Obligor creating or expressed to create any Security over all or any           part of its assets in respect of the obligations of any of the Obligors under any of the           Finance Documents.            "Transfer Certificate" means a certificate substantially in the form set out in Schedule 5           (Form of Transfer Certificate) or any other form agreed between the Agent and the Parent.            "Transfer Date" means, in relation to an assignment or transfer, the later of:            (a)      the proposed Transfer Date specified in the relevant Assignment Agreement or                    Transfer Certificate; and            (b)      the date on which the Agent executes the relevant Assignment Agreement or                    Transfer Certificate.            "Treasury Transactions" means any derivative transaction entered into in connection with           protection against or benefit from fluctuation in any rate or price.            "UK Acquisition Company" means Genesco (UK) Limited (Reg. No. 7667223).            "UK Bail-In Legislation" means (to the extent that the UK is not an EEA Member Country           which has implemented, or implements, Article 55 BRRD) Part 1 of the UK Banking Act           2009 and any other law or regulation in the UK relating to the resolution of unsound or           failing banks, investment firms or other financial institutions or their affiliates (otherwise           than through liquidation, administration or other insolvency proceedings).            "Unpaid Sum" means any sum due and payable but unpaid by an Obligor under the           Finance Documents.            "Utilisation" means a Loan.            "Utilisation Date" means the date on which a Utilisation is made.            "Utilisation Request" means a notice substantially in the form set out in Part 1 of           Schedule 3 (Requests).            "VAT" means value added tax as provided for in the Value Added Tax Act 1994 and any           other tax of a similar nature.            "Working  Capital Facility" means the working capital facilities provided by the Working           Capital Lender to the Parent pursuant to the terms of the Working Capital Facility Letter.    EH8227013.9                                                                                48   





 






                                                          "Working  Capital Facility Letter" means the working capital facility letter between the           Parent and Lloyds Bank plc dated [] November 2019 (as amended, restated, novated or           varied from time to time) or any other facility letter entered into from time to time between           members of the Group and the Working Capital Lender setting out the terms on which           working capital facilities are available to the Group, which also include, on or around the           Sixth Amendment and Restatement Date, an indemnity line facility, a documentary credit           facility, an open credit facility, a BACS facility, a commercial banking online facility, a           corporate charge card facility and a foreign exchange facility.            "Working Capital Lender" means Lloyds Bank plc (or another member of the LBG Group)           as provider of the Working Capital Facility.            "Write-down and Conversion Powers" means:            (a)      in relation to any Bail-In Legislation described in the EU Bail-In Legislation                    Schedule from time to time, the powers described as such in relation to that Bail-                   In Legislation in the EU Bail-In Legislation Schedule; and            (b)      in relation to any UK Bail-In Legislation:                     (i)     any powers under that UK Bail-In Legislation to cancel, transfer or dilute                            shares issued by a person that is a bank or investment firm or other                            financial institution or affiliate of a bank, investment firm or other                            financial institution, to cancel, reduce, modify or change the form of a                            liability of such a person or any contract or instrument under which that                            liability arises, to convert all or part of that liability into shares, securities                            or obligations of that person or any other person, to provide that any                            such contract or instrument is to have effect as if a right had been                            exercised under it or to suspend any obligation in respect of that liability                            or any of the powers under that UK Bail-In Legislation that are related to                            or ancillary to any of those powers; and                      (ii)    any similar or analogous powers under that UK Bail-In Legislation.    1.2.     Construction            (a)      Unless a contrary indication appears, a reference in this Agreement to:                     (i)     the "Agent", the "Arranger", any "Finance Party", any "Lender", any                            "Obligor", any "Party", any "Secured Party", the "Security Trustee" or                            any other person shall be construed so as to include its successors in                            title, permitted assigns and permitted transferees to, or of, its rights                            and/or obligations under the Finance Documents and, in the case of the                            Security Trustee, any person for the time being appointed as Security                            Trustee or Security Trustees in accordance with the Finance                            Documents;    EH8227013.9                                                                                49   





 






                                                                   (ii)    a document in "agreed form" is a document which is previously agreed                            in writing by or on behalf of the Parent and the Agent or, if not so                            agreed, is in the form specified by the Agent;                     (iii)   "assets" includes present and future properties, revenues and rights of                            every description;                     (iv)    a "Finance  Document" or a "Transaction    Document" or any other                            agreement or instrument is a reference to that Finance Document or                            Transaction Document  or other agreement or instrument as amended                            or novated (however fundamentally) and includes (without limiting the                            generality of the foregoing) any variation, increase, extension or                            addition of or to any facility or amount made available under any such                            document or any variation of the purposes for which such facility or                            amount may be available from time to time;                     (v)     "guarantee" means (other than in Clause 20         (Guarantee and                            Indemnity) any guarantee, letter of credit, bond, indemnity or similar                            assurance against loss, or any obligation, direct or indirect, actual or                            contingent, to purchase or assume any indebtedness of any person or                            to make an investment in or loan to any person or to purchase assets of                            any person where, in each case, such obligation is assumed in order to                            maintain or assist the ability of such person to meet its indebtedness;                     (vi)    "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;                     (vii)   a "person" includes any individual, firm, company, corporation,                            government, state or agency of a state or any association, trust, joint                            venture, consortium or partnership (whether or not having separate                            legal personality);                     (viii)  a "regulation" includes any regulation, rule, official directive, request or                            guideline (whether or not having the force of law but, if not having the                            force of law, being one with which it is customary to comply) of any                            governmental, intergovernmental or supranational body, agency,                            department or regulatory, self-regulatory or other authority or                            organisation;                     (ix)    a provision of law is a reference to that provision as amended or re-                           enacted;                       (x)     a time of day is a reference to London time; and                     (xi)    the "date of this Agreement" shall be a reference to 10 November                            2010.    EH8227013.9                                                                                50   





 






                                                          (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 and an Event  of Default is "continuing" if it has not been                    remedied or waived.            (e)      An amount borrowed includes any amount utilised under an Ancillary Facility.            (f)      A Borrower "repaying" or "prepaying" Ancillary Outstandings means:                     (i)     that Borrower providing cash cover in respect      of the Ancillary                            Outstandings;                     (ii)    the maximum amount payable under the Ancillary Facility being                            reduced in accordance with its terms; or                     (iii)   the relevant Lender being satisfied that it has no further liability under                            that Ancillary Facility,                     and the amount by which Ancillary Outstandings are, repaid or prepaid under                    paragraphs (i) and (ii) above is the amount of the relevant cash cover reduction                    or cancellation.            (g)      A Borrower providing "cash cover" for an Ancillary Facility means a Borrower                    paying an amount in the currency of the Ancillary Facility to an interest-bearing                    account in the name of the Borrower and the following conditions being met:                     (i)     the account is with a Lender; and                     (ii)    the Borrower has executed a security document over that account, in                            form and substance satisfactory to that Lender, creating a first ranking                            security interest over that account.   1.3.     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                    to enforce or enjoy the benefit of any term of this Agreement.            (b)      Notwithstanding any term of any Finance Document, the consent of any person                    who is not a Party is not required to rescind or vary this Agreement at any time.                                       EH8227013.9                                                                                51   





 






                                                                                          SECTION 2                                                                                        THE FACILITIES   2.       THE FACILITIES   2.1.     The Facilities1             (a)      Subject to the terms of this Agreement, the Lenders make available:                     (i)     a Sterling term loan facility in an aggregate amount equal to the Total                            Facility A Commitments which will be made available to the Parent;                     (ii)    a Sterling term loan facility in an aggregate amount equal to the Total                            Facility B Commitments which shall be made available to the Parent;                      (iii)   a Sterling revolving loan facility in an aggregate amount equal to the                            Total Facility C Commitments which shall be made available to the                            Parent; and                      (iv)    a Euro revolving loan facility in an aggregate amount equal to the Total                            Facility D Commitments which shall be made available to Schuh                            Ireland.            (b)      Subject to the terms of this Agreement and the Ancillary Documents, a Lender                    may make all or part of its Facility C Commitment available to the Parent as an                    Ancillary Facility.   2.2.     Finance Parties' rights and obligations             (a)      The obligations of each Finance Party under the Finance Documents are several.                     Failure by a Finance Party to perform its obligations under the Finance                    Documents does not affect the obligations of any other Party under the Finance                    Documents.  No Finance Party is responsible for the obligations of any other                    Finance Party under the Finance Documents.            (b)      The rights of each Finance Party under or in connection with the Finance                    Documents are separate and independent rights and any debt arising under the                    Finance Documents to a Finance Party from an Obligor shall be a separate and                    independent debt in respect of which a Finance Party shall be entitled to enforce                    its rights in accordance with paragraph (c) below.  The rights of each Finance                    Party include any debt owing to that Finance Party under the Finance Documents                    and, for the avoidance of doubt, any part of a Loan or any other amount owed by                    an Obligor which relates to a Finance Party's participation in a Facility or its role                    under a Finance Document (including any such amount payable to the Agent on                    its behalf) is a debt owing to that Finance Party by that Obligor.                                                        1 Facility A has been fully repaid as at the Sixth Amendment and Restatement Date and no amounts remain available to be  drawn under Facility A.  Facility B has been repaid down to £6,250,000 outstanding as at the Sixth Amendment and  Restatement Date.     EH8227013.9                                                                                52   





 






                                                          (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.   2.3.     Obligors' Agent            (a)      Each Obligor (other than the Parent) by its execution of this Agreement or an                    Accession Letter irrevocably appoints the Parent (acting through one or more                    authorised signatories) to act on its behalf as its agent in relation to the Finance                    Documents and irrevocably authorises:                     (i)     the Parent on its behalf to supply all information concerning itself                            contemplated by this Agreement to the Finance Parties and to give all                            notices and instructions (including, in the case of a Borrower, Utilisation                            Requests), to execute on its behalf any Accession Letter, to make such                            agreements and to effect the relevant amendments, supplements and                            variations capable of being given, made or effected by any Obligor                            notwithstanding that they may affect the Obligor, without further                            reference to or the consent of that Obligor; and                     (ii)    each Finance Party to give any notice, demand or other communication                            to that Obligor pursuant to the Finance Documents to the Parent,                     and in each case the Obligor shall be bound as though the Obligor itself had                    given the notices and instructions (including, without limitation, any Utilisation                    Requests) or executed or made the agreements or effected the amendments,                    supplements or variations, or received the relevant notice, demand or other                    communication.            (b)      Every act, omission, agreement, undertaking, settlement, waiver, amendment,                    supplement, variation, notice or other communication given or made by the                    Obligors' Agent or given to the Obligors' Agent under any Finance Document on                    behalf of another Obligor or in connection with any Finance Document (whether                    or not known to any other Obligor and whether occurring before or after such                    other Obligor became an Obligor under any Finance Document) shall be binding                    for all purposes on that Obligor as if that Obligor had expressly made, given or                    concurred with it. In the event of any conflict between any notices or other                    communications of the Obligors' Agent and any other Obligor, those of the                    Obligors' Agent shall prevail.   2.4.     Extension option            (a)      The Parent may by notice to the Lender (the "Extension Request"), not less                    than thirty (30) days before 31 January 2020 (the "Initial Termination Date"),                    request that the Termination Date in respect of Facility B, Facility C or Facility D,                    or any of them, be extended for a further period, but in no circumstances shall the                    Termination Date for any Facility be extended beyond 30 September 2020.    EH8227013.9                                                                                53   





 






                                                          (b)      The Lender may, in its sole discretion, agree to the Extension Request in respect                    of all or any Facility by notifying the Parent.  If the Lender agrees to any such                    request by the date falling 15 days before the Initial Termination Date it will:                     (i)     confirm to the Parent an extension fee, and the Parent shall pay to the                            Lender the extension fee within five (5) Business Days of the date on                            which the Lender notifies the Parent of its agreement to such extension;                            and                     (ii)    the Lender will extend its relevant Commitment for the requested                            period, but not to a date beyond 30 September 2020, and the                            Termination Date with respect to the relevant Facility will be extended                            accordingly.            (c)      If the Lender fails to reply to the Extension Request on or before the date falling                    15 days before the Initial Termination Date, it will be deemed to have refused that                    request and the Termination Date with respect to the relevant Facility will not be                    extended.            (d)      Any request made under this Clause 2.4 (Extension option) is irrevocable.   3.       PURPOSE   3.1.     Purpose            (a)      Not restated.            (b)      The Parent shall apply all amounts borrowed by it under Facility B toward the                    financing of the acquisition of the Additional Livingston Property, a new sorter,                    restructuring costs and the conversion of existing warehouse premises to offices.            (c)      The Parent shall apply all amounts borrowed by it under Facility C towards the                    general corporate purposes of the Parent (excluding any Business Acquisition).            (d)      Schuh Ireland shall apply all amounts borrowed by it under Facility D for the                    general corporate purposes of Schuh Ireland (excluding any Business                    Acquisition).   3.2.     Monitoring             No Finance Party is bound to monitor or verify the application of any amount borrowed           pursuant to this Agreement.   4.       CONDITIONS OF UTILISATION   4.1.     Initial conditions precedent            The Lenders will only be obliged to comply with Clause 5.4  (Lenders' participation) in           relation to any Utilisation if on or before the Utilisation Date for that Utilisation, the Agent   EH8227013.9                                                                                54   





 






                                                          has received all of the documents and other evidence listed in Part I of Schedule 2           (Conditions precedent) in form and substance satisfactory to the Agent.  The Agent shall           notify the Parent and the Lenders promptly upon being so satisfied.   4.2.     Further conditions precedent            Subject to Clause 4.1 (Initial conditions precedent), the Lenders will only be obliged to           comply with Clause 5.4 (Lenders' participation), if on the date of the Utilisation Request           and on the proposed Utilisation Date:            (a)      in the case of a Rollover Loan, no Event of Default is continuing or would result                    from the proposed Loan and, in the case of any other Loan, no Default is                    continuing or would result from the proposed Utilisation; and            (b)      in relation to any Utilisation on the date of this Agreement, all the representations                    and warranties in Clause 21   (Representations) or, in relation to any other                    Utilisation, the Repeating Representations, to be made by each Obligor and the                    Genesco Guarantee Repeating Representations to be made by Genesco, are                    true.   4.3.     Maximum number of Utilisations            (a)      A Borrower (or the Parent) may not deliver a Utilisation Request if as a result of                    the proposed Utilisation four or more Facility C Loans would be outstanding or                    seven or more Facility D Loans would be outstanding.            (b)      Not restated.            (c)      The Parent may not request that a Facility B Loan be divided.                                        EH8227013.9                                                                                55   





 






                                                                                          SECTION 3                                                                                          UTILISATION   5.       UTILISATION – LOANS   5.1.     Delivery of a Utilisation Request            A Borrower (or the Parent on its behalf) may utilise a Facility by delivery to the Agent of a           duly completed Utilisation Request not later than 10.00 a.m. one Business Day prior to the           proposed Utilisation Date.   5.2.     Completion of a Utilisation Request for Loans            (a)      Each Utilisation Request for a Loan is irrevocable and will not be regarded as                    having been duly completed unless:                     (i)     it identifies the Facility to be utilised;                     (ii)    the proposed Utilisation Date is a Business Day within the Availability                            Period applicable to that Facility;                     (iii)   the currency and amount of the Utilisation comply with Clause 5.3                            (Currency and amount); and                     (iv)    the proposed Interest Period complies with Clause 12       (Interest                            Periods).            (b)      Multiple Utilisations may be requested in a Utilisation Request where the                    proposed Utilisation Date is the date of this Agreement.  Only one Utilisation may                    be requested in each subsequent Utilisation Request.   5.3.     Currency and amount            (a)      The currency specified in a Utilisation Request must be Sterling in respect of                    Facility C or Euro in respect of Facility D.            (b)      The amount of the proposed Utilisation must be:                     (i)     [Not restated]2;                      (ii)    [Not restated];                     (iii)   [Not restated]3;                     (iv)    a minimum amount of £500,000 (or, if less, the Available Facility) during                            the Availability Period in respect of Facility C; or                                                         2 Facility A is fully repaid at the Sixth Amendment and Restatement Date.  3 Facility B is fully drawn at the Sixth Amendment and Restatement Date.   EH8227013.9                                                                                56   





 






                                                                   (v)     a minimum amount of €500,000 (or, if less, the Available Facility) during                            the Availability Period in respect of Facility D.   5.4.     Lenders' participation            (a)      If the conditions set out in this Agreement have been met and subject to Clause                    7.2 (Repayment of Facility C Loans) and Clause 7.3 (Repayment of Facility D                    Loans), each Lender shall make its participation in each Loan available by the                    Utilisation Date through its Facility Office.            (b)      The amount of each Lender's participation in each Loan will be equal to the                    proportion borne by its Available Commitment to the Available Facility                    immediately prior to making the Loan.            (c)      The Agent shall notify each Lender of the amount of each Loan, the amount of its                    participation in that Loan and, in the case of a Revolving Loan and if different, the                    amount of that participation to be made available in accordance with Clause 32.1                    (Payments to the Agent), in each case by not later than 12.00 pm one Business                    Day prior to the proposed Utilisation Date.   5.5.     Limitations on Utilisations            Facility C and Facility D may only be utilised in accordance with the terms of this           Agreement.   5.6.     Cancellation of Commitment            (a)      [Not restated.]            (b)      The Facility B Commitments which at that time, are unutilised shall be                    immediately cancelled at the end of the Availability Period for Facility B.            (c)      The Facility C Commitments which, at that     time, are unutilised shall be                    immediately cancelled at the end of the Availability Period for Facility C.            (d)      The Facility D Commitments which, at that time, are unutilised shall be                    immediately cancelled at the end of the Availability Period for Facility D.   5.7.     Clean down            The Parent shall ensure that:             (a)      the amount outstanding under the Revolving Facilities in excess of £25,250,000                    (calculated by notionally converting any amounts drawn under Facility D into                    Sterling at the Agent's Spot Rate of Exchange on the relevant date and net of any                    cancellation of the Available Facility in respect of Facility C); PLUS            (b)      any cash loan element of the Ancillary Outstandings under the Ancillary Facilities;                    PLUS   EH8227013.9                                                                                57   





 






                                                          (c)      the amount outstanding under the Working Capital Facility Letter; LESS             (d)      any amount of cash (other than cash held in a Holding Account or Mandatory                    Prepayment Account) held by wholly-owned members of the Group,            (as confirmed in a certificate signed by a director of the Parent provided to the Agent within           15 Business Days after the end of each Financial Year) shall not exceed zero for a period           of not less than 10 successive days in each of its Financial Years.  Not less than 9 months           shall elapse between two such periods.   6.       ANCILLARY FACILITIES   6.1.     Type of Facility            An Ancillary Facility may be by way of an overdraft facility or any other facility or           accommodation requested by the Parent and agreed to by the relevant Lender.   6.2.     Availability            (a)      A Lender may, by agreement with the Parent, provide part of its Facility C                    Commitment as an Ancillary Facility.            (b)      An Ancillary Facility shall not be available unless, not later than five (5) Business                    Days prior to the Ancillary Commencement Date for an Ancillary Facility, the                    relevant Lender has received from the Parent:                     (i)     a notice in writing of the establishment of an Ancillary Facility and                            specifying:                              (A)      the proposed Borrower which may use the Ancillary Facility;                              (B)      the proposed Ancillary Commencement Date and expiry date                                      of the Ancillary Facility;                              (C)      the proposed type of Ancillary Facility to be provided; and                              (D)      the proposed Ancillary Commitment and the maximum                                      amount of the Ancillary Facility and, in the case of a Multi-                                     account Overdraft, its Designated Gross Amount and its                                      Designated Net Amount; and                              (E)      the proposed currency of the Ancillary Facility (if not                                      denominated in the relevant Base Currency); and                      (ii)    any other information which the relevant Lender may reasonably                            request in connection with the Ancillary Facility.            (c)      Subject to compliance with Clause 6.2(b) above the Ancillary Facility will be                    available with effect from the date agreed by the Parent and the relevant Lender.    EH8227013.9                                                                                58   





 






                                                 6.3.     Terms of Ancillary Facilities            (a)      Except as provided below, the terms of any Ancillary Facility will be those agreed                    by the Parent and the relevant Lender.            (b)      Those terms:                     (i)     must be based upon normal commercial terms at that time (except as                            varied by this Agreement);                     (ii)    may only allow a Borrower to use the Ancillary Facility;                     (iii)   may not allow the Ancillary Outstandings to exceed the Ancillary                            Commitment;                     (iv)    may not allow the Ancillary Commitment to exceed the Available                            Commitment relative to Facility C (before taking into account the effect                            of the Ancillary Facility on the Available Commitment); and                     (v)     must require that the Ancillary Commitment is reduced to zero, and that                            all Ancillary Outstandings are repaid not later than the Termination Date                            applicable to Facility C (or such earlier date as the Commitment is                            reduced to zero).            (c)      If there is any inconsistency between any term of an Ancillary Facility and any                    term of this Agreement, this Agreement shall prevail except for:                     (i)     Clause  35.3 (Day count  convention) which shall not prevail for the                            purposes of calculating fees, interest or commission relating to an                            Ancillary Facility;                     (ii)    an Ancillary Facility comprising more than one account where the terms                            of the Ancillary Documents shall prevail to the extent required to permit                            the netting of balances on those accounts; and                     (iii)   where the relevant term of this Agreement would be contrary to, or                            inconsistent with, the law governing the relevant Ancillary Document, in                            which case that term of this Agreement shall not prevail.            (d)      Interest, commission and fees on Ancillary Facilities are dealt with in Clause 14.4                    (Interest, commission and fees on Ancillary Facilities).   6.4.     Repayment of Ancillary Facility            (a)      An Ancillary Facility shall cease to be available on the Termination Date                    applicable to Facility C or such earlier date on which its expiry date occurs or on                    which it is cancelled in accordance with the terms of this Agreement.    EH8227013.9                                                                                59   





 






                                                          (b)      If an Ancillary Facility expires in accordance with its terms the Ancillary                    Commitment in respect of that Ancillary Facility shall be reduced to zero.            (c)      A Lender may not demand repayment or prepayment of any Ancillary                    Outstandings prior to the expiry date of the relevant Ancillary Facility unless:                     (i)     required to reduce the Permitted Gross Outstandings of a Multi-account                            Overdraft to or towards an amount equal to its Designated Net Amount;                     (ii)    the Facility C Commitment has been cancelled in full, or all outstanding                            Utilisations have become due and payable in accordance with the terms                            of this Agreement; or                     (iii)   it becomes unlawful in any applicable jurisdiction for the relevant Lender                            to perform any of its obligations as contemplated by this Agreement or                            to fund, issue or maintain an Ancillary Facility.   6.5.     Limitation on Ancillary Outstandings            (a)      The Parent and the relevant Lender shall procure that the Ancillary Outstandings                    under any Ancillary Facility shall not exceed the Ancillary Commitment applicable                    to that Ancillary Facility; and            (b)      in relation to a Multi-account Overdraft:                     (i)     the Ancillary Outstandings shall not exceed the Designated Net Amount                            applicable to that Multi-account Overdraft; and                     (ii)    the Gross Outstandings shall not exceed the Designated Gross Amount                            applicable to that Multi-account Overdraft.   6.6.     Adjustment for Ancillary Facilities upon acceleration            (a)      In this Clause 6.6:                     (i)     "Facility C Revolving Outstandings" means, in relation to a Lender,                            the aggregate of the equivalent in the relevant Base Currency of:                              (A)     its participation in each Facility C Loan then outstanding                                      (together with the aggregate amount of all accrued interest,                                      fees and commission owed to it as a Lender under Facility C);                                      and                              (B)     if the Lender is also the provider of an Ancillary Facility, the                                      Ancillary Outstandings in respect of Ancillary Facilities                                      provided by that Lender (together with the aggregate amount                                      of all accrued interest, fees and commission owed to it as a                                      Lender in respect of the Ancillary Facility); and    EH8227013.9                                                                                60   





 






                                                                   (ii)    "Total Facility C Revolving Outstandings" means the aggregate of all                            Facility C Revolving Outstandings.            (b)      If the Agent exercises any of its rights under Clause 25.21(Acceleration) (other                    than declaring Utilisations to be due on demand), each Lender shall promptly                    adjust (by making or receiving (as the case may be) corresponding transfers of                    rights and obligations under the Finance Documents relating to Facility C                    Revolving Outstandings) their claims in respect of amounts outstanding to them                    under Facility C and each Ancillary Facility to the extent necessary to ensure that                    after such transfers the Facility C Revolving Outstandings of each Lender bear                    the same proportion to the Total Facility C Revolving Outstandings as such                    Lender's Facility C Commitment bears to the Total Facility C Commitments, each                    as at the date the Agent exercises the relevant right(s) under Clause 25.21                    (Acceleration).            (c)      If an amount outstanding under an Ancillary Facility is a contingent liability and                    that contingent liability becomes an actual liability or is reduced to zero after the                    original adjustment is made under paragraph (b) above, then each Lender will                    make a further adjustment (by making or receiving (as the case may be)                    corresponding transfers of rights and obligations under the Finance Documents                    relating to Facility C Revolving Outstandings to the extent necessary) to put                    themselves in the position they would have been in had the original adjustment                    been determined by reference to the actual liability or, as the case may be, zero                    liability and not the contingent liability.            (d)      Any transfer of rights and obligations relating to Facility C Revolving                    Outstandings made pursuant to this Clause 6.6 shall be made for a purchase                    price in cash, payable at the time of transfer, in an amount equal to those Facility                    C Revolving Outstandings (less any accrued interest, fees and commission to                    which the transferor will remain entitled to receive notwithstanding that transfer,                    pursuant to Clause 26.10 (Pro rata interest settlement)).             (e)      Prior to the application of the provisions of paragraph (b) above, a Lender that                    has provided a Multi-account Overdraft shall set-off any Available Credit Balance                    on any account comprised in that Multi-account Overdraft.            (f)      All calculations to be made pursuant to this Clause 6.6 shall be made by the                    Agent based upon information provided to it by the Lenders and the Agent's Spot                    Rate of Exchange.   6.7.     Information            Each Borrower and the relevant Lender shall, promptly upon request by the Agent, supply           the Agent with any information relating to the operation of an Ancillary Facility (including           the Ancillary Outstandings) as the Agent may reasonably request from time to time.  Each           Borrower consents to all such information being released to the Agent and the other           Finance Parties.    EH8227013.9                                                                                61   





 






                                                 6.8.     Facility C Commitment Amounts            Notwithstanding any other term of this Agreement, each Lender shall ensure that at all           times its Facility C Commitment is not less than its Ancillary Commitment.   6.9.     Amendments and Waivers – Ancillary Facilities            No amendment or waiver of a term of any Ancillary Facility shall require the consent of any           Finance Party other than the relevant Lender unless such amendment or waiver itself           relates to or gives rise to a matter which would require an amendment of or under this           Agreement (including, for the avoidance of doubt, under this Clause 6).  In such a case,           Clause 38 (Amendments and Waivers) will apply.                                        EH8227013.9                                                                                62   





 






                                                                                          SECTION 4                        REPAYMENT, PREPAYMENT AND CANCELLATION   7.       REPAYMENT   7.1.     Repayment of Term Loans            (a)      Not restated.            (b)      The Borrowers shall repay the Facility B Loans on 31 January 2020.            (c)      The Borrowers may not reborrow any part of a Term Facility which is repaid.   7.2.     Repayment of Facility C Loans            (a)      Each Borrower which has drawn a Facility C Loan shall repay that Loan on the                    last day of its Interest Period.            (b)      Without prejudice to each Borrower's obligation under paragraph (a) above, if:                     (i)     one or more Facility C Loans are to be made available to a Borrower:                              (A)      on the same day that a maturing Facility C Loan is due to be                                      repaid by that Borrower; and                              (B)      in whole or in part for the purpose of refinancing the maturing                                      Facility C Loan; and                     (ii)    the proportion borne by each Lender's participation in the maturing                            Facility C Loan to the amount of that maturing Facility C Loan is the                            same as the proportion borne by that Lender's participation in the new                            Facility C Loans to the aggregate amount of those new Facility C                            Loans,                             the aggregate amount of the new Facility C Loans shall, unless the                            Parent notifies the Agent to the contrary in the relevant Utilisation                            Request, be treated as if applied in or towards repayment of the                            maturing Facility C Loan so that:                              (A)      if the amount of the maturing Facility C Loan exceeds the                                      aggregate amount of the new Facility C Loans;                                      (1)      the relevant Borrower will only be required to make a                                              payment under Clause 32.1 (Payments to the Agent)                                              in an amount in the relevant currency equal to that                                              excess; and    EH8227013.9                                                                                63   





 






                                                                                    (2)      each Lender's participation in the new Facility C                                              Loans shall be treated as having been made                                              available and applied by the Borrower in or towards                                              repayment of that Lender's participation in the                                              maturing Facility C Loan and that Lender will not be                                              required to make a payment under Clause 32.1                                              (Payments to the Agent) in respect of its participation                                              in the new Facility C Loans; and                              (B)      if the amount of the maturing Facility C Loan is equal to or                                      less than the aggregate amount of the new Facility C Loans:                                      (1)      the relevant Borrower will not be required to make a                                              payment under Clause 32.1      (Payments to the                                              Agent); and                                      (2)      each Lender will be required to make a payment                                              under Clause 32.1   (Payments to the Agent) in                                              respect of its participation in the new Facility C                                              Loans only to the extent that its participation in the                                              new Facility C Loans exceeds that Lender's                                              participation in the maturing Facility C Loan and the                                              remainder of that Lender's participation in the new                                              Facility C Loans shall be treated as having been                                              made available and applied by the Borrower in or                                              towards repayment of that Lender's participation in                                              the maturing Facility C Loan.   7.3.     Repayment of Facility D Loans            (a)      Each Borrower which has drawn a Facility D Loan shall repay that Loan on the                    last day of its Interest Period.            (b)      Without prejudice to each Borrower's obligation under paragraph (a) above, if:                     (i)     one or more Facility D Loans are to be made available to a Borrower:                              (A)      on the same day that a maturing Facility D Loan is due to be                                      repaid by that Borrower; and                              (B)      in whole or in part for the purpose of refinancing the maturing                                      Facility D Loan; and                     (ii)    the proportion borne by each Lender's participation in the maturing                            Facility D Loan to the amount of that maturing Facility D Loan is the                            same as the proportion borne by that Lender's participation in the new                            Facility D Loans to the aggregate amount of those new Facility D                            Loans,   EH8227013.9                                                                                64   





 






                                                                            the aggregate amount of the new Facility D Loans shall, unless the                             Parent notifies the Agent to the contrary in the relevant Utilisation                             Request, be treated as if applied in or towards repayment of the                             maturing Facility D Loan so that:                              (A)      if the amount of the maturing Facility D Loan exceeds the                                      aggregate amount of the new Facility D Loans;                                      (1)      the relevant Borrower will only be required to make a                                              payment under Clause 32.1 (Payments to the Agent)                                              in an amount in the relevant currency equal to that                                              excess; and                                      (2)      each Lender's participation in the new Facility D                                              Loans shall be treated as having been made                                              available and applied by the Borrower in or towards                                              repayment of that Lender's participation in the                                              maturing Facility D Loan and that Lender will not be                                              required to make a payment under Clause 32.1                                              (Payments to the Agent) in respect of its participation                                              in the new Facility D Loans; and                              (B)      if the amount of the maturing Facility D Loan is equal to or                                      less than the aggregate amount of the new Facility D Loans:                                      (1)      the relevant Borrower will not be required to make a                                              payment under Clause 32.1      (Payments to the                                              Agent); and                                      (2)      each Lender will be required to make a payment                                              under Clause 32.1   (Payments to the Agent) in                                              respect of its participation in the new Facility D                                              Loans only to the extent that its participation in the                                              new Facility D Loans exceeds that Lender's                                              participation in the maturing Facility D Loan and the                                              remainder of that Lender's participation in the new                                              Facility D Loans shall be treated as having been                                              made available and applied by the Borrower in or                                              towards repayment of that Lender's participation in                                              the maturing Facility D Loan.   7.4.     Effect of cancellation and prepayment on scheduled repayments and reductions of           Term Loans            (a)      Not restated.            (b)      Not restated.    EH8227013.9                                                                                65   





 






                                                          (c)      Not restated.            (d)      Not restated.            (e)      Not restated.            (f)      Not restated.            (g)      Not restated.   8.       ILLEGALITY, VOLUNTARY PREPAYMENT AND CANCELLATION   8.1.     Illegality            If in any applicable jurisdiction, it becomes unlawful for a Lender to perform any of its           obligations as contemplated by this Agreement or to fund, issue or maintain its           participation in any Utilisation:            (a)      that Lender shall promptly notify the Agent upon becoming aware of that event;            (b)      upon the Agent notifying the Parent, each Available Commitment of that Lender                    will be immediately cancelled; and            (c)      each Borrower shall repay that Lender's participation in the Utilisations made to                    that Borrower on the last day of the Interest Period for each Utilisation occurring                    after the Agent has notified the Parent or, if earlier, the date specified by the                    Lender in the notice delivered to the Agent (being no earlier than the last day of                    any applicable grace period permitted by law).   8.2.     Voluntary cancellation            (a)      Subject to paragraph (b) below, the Parent may, if it gives the Agent not less than                    5 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 £250,000                    and an integral multiple of £250,000) of an Available Facility denominated in                    Sterling, and cancel the whole or any part (being a minimal amount of €200,000                    and an integral multiple of €200,000) of the Available Facility in respect of Facility                    D. Any cancellation under this Clause 8.2 shall reduce the Commitments of the                    Lenders rateably under that Facility.            (b)      Not restated.   8.3.     Voluntary prepayment of Term Loans            (a)      Subject to paragraph (b) below, a Borrower to which a Term Loan has been                    made may, if it gives the Agent not less than 5 Business Days' (or such shorter                    period as the Majority Lenders may agree) prior notice, prepay the whole or any                    part of that Term Loan (but, if in part, being an amount that reduces the amount    EH8227013.9                                                                                66   





 






                                                                   of that Term Loan by a minimum amount of £250,000 and an integral multiple of                    £50,000.            (b)      Not restated.            (c)      Not restated.   8.4.     Voluntary Prepayment of Revolving Loans            The Borrower to which a Revolving Loan has been made may, if it gives the Agent not less           than 5 Business Days' (or such shorter period as the Majority Lenders may agree) prior           notice, prepay the whole or any part of a Revolving Loan (but if in part being an amount           that reduces the amount of a Facility C Loan by a minimum amount of £250,000 or a           Facility D Loan by a minimum amount of €200,000).   8.5.     Right of cancellation and repayment in relation to a single Lender            (a)      If:                     (i)     any sum payable to any Lender by an Obligor is required to be                            increased under paragraph (i) of Clause 15.2 (Tax gross-up); or                     (ii)    any Lender claims indemnification from the Parent or an Obligor under                            Clause 15.3 (Tax indemnity) or Clause 16.1 (Increased costs),                     the Parent may, whilst the circumstance giving rise to the requirement for                    indemnification continues, give the Agent notice of cancellation of the                    Commitment of that Lender and its intention to procure the repayment of that                    Lender's participation in the Utilisations.             (b)      On receipt of a notice referred to in paragraph (a) above in relation to a Lender,                    the Commitment of that Lender shall immediately be reduced to zero.            (c)      On the last day of each Interest Period which ends after the Parent has given                    notice under paragraph (a) above in relation to a Lender (or, if earlier, the date                    specified by the Parent in that notice), each Borrower to which a Utilisation is                    outstanding shall repay that Lender's participation in that Utilisation together with                    all interest and other amounts accrued under the Finance Documents.   8.6.     Right of cancellation in relation to a Defaulting Lender            (a)      If any Lender becomes a Defaulting Lender, the Parent may, at any time whilst                    the Lender continues to be a Defaulting Lender, give the Agent 5 Business Days'                    notice of cancellation of each Available Commitment of that Lender.            (b)      On the notice referred to in paragraph (a) above becoming effective, each                    Available Commitment of the Defaulting Lender shall immediately be reduced to                    zero.    EH8227013.9                                                                                67   





 






                                                          (c)      The Agent shall as soon as practicable after receipt of a notice referred to in                    paragraph (a) above, notify all the Lenders.   9.       MANDATORY PREPAYMENT   9.1.     Exit            Upon the occurrence of:            (a)      any Flotation;             (b)      a Change of Control;             (c)      a Trade Sale; or            (d)      a Senior Management Event,            the Facilities will be cancelled and all outstanding Utilisations, together with accrued           interest, and all other amounts accrued under the Finance Documents, shall become           immediately due and payable.    9.2.     Disposal and Insurance Proceeds            (a)      For the purposes of this Clause 9.2, Clause 9.3   (Application of mandatory                    prepayments) and Clause 9.4   (Mandatory Prepayment Accounts and Holding                    Accounts):                     "Disposal" means a sale, lease, licence, transfer, loan or other disposal by a                    person of any asset, undertaking or business (whether by a voluntary or                    involuntary single transaction or series of transactions).                     "Disposal Proceeds" means the consideration receivable by any member of the                    Group (including any amount receivable in repayment of intercompany debt) for                    any Disposal made by any member of the Group except for Excluded Disposal                    Proceeds and after deducting:                     (i)     any reasonable expenses which are incurred by any member of the                            Group with respect to that Disposal to persons who are not members of                            the Group; and                     (ii)    any Tax incurred and required to be paid by the seller in connection                            with that Disposal (as reasonably determined by the seller, on the basis                            of existing rates and taking account of any available credit, deduction or                            allowance).                     "Excluded Disposal Proceeds" means any Disposal Proceeds which:                     (i)     are applied in replacement of the assets in respect of which the relevant                            Disposal was made as soon as possible (but in any event within 90    EH8227013.9                                                                                68   





 






                                                                           days or, in the case of a disposal of land or buildings, within 12 months                            or, in any case, such longer period as the Majority Lenders may agree)                            after receipt; or                     (ii)    do not exceed £1,000,000 (or its equivalent in other currency or                            currencies); or                     (iii)   the proceeds of the loan described in Clause 24.19(b)(iii).                     "Excluded  Insurance Proceeds" means any proceeds of an insurance claim                    which the Parent notifies the Agent are, or are to be, applied:                     (i)     to meet a third party claim;                      (ii)    to compensate for a loss to be covered under any business interruption                            insurance policies; or                     (iii)   to the replacement, reinstatement and/or repair of the assets or                            otherwise in amelioration of the loss in respect of which the relevant                            insurance claim was made,                     as soon as possible (but in any event within 120 days or, in the case of proceeds                    in relation to any land or buildings, within 12 months or, in any case, such longer                    period as the Majority Lenders may agree) after receipt and provided that the                    amount of such proceeds will cease to fall within this definition if they are not so                    applied within such period.                     "Insurance Proceeds" means the proceeds of any insurance claim received by                    any member of the Group except for Excluded Insurance Proceeds and after                    deducting any reasonable expenses in relation to that claim which are incurred                    by any member of the Group to persons who are not members of the Group.            (b)      The Parent shall ensure that the Borrowers prepay Utilisations in the following                    amounts at the times and in the order of application contemplated by Clause 9.3                    (Application of mandatory prepayments):                     (i)     the amount of Disposal Proceeds; and                     (ii)    the amount of Insurance Proceeds.    9.3.     Application of mandatory prepayments            (a)      A prepayment made under Clause 9.2 (Disposal and Insurance Proceeds) shall                    be applied in prepayment of Loans as contemplated in paragraphs (b) to (e)                    inclusive below.            (b)      Unless the Parent makes an election under paragraph (d) below, the Borrowers                    shall prepay Loans promptly upon receipt of the relevant amount of Disposal                    Proceeds or Insurance Proceeds.   EH8227013.9                                                                                69   





 






                                                          (c)      A prepayment under Clause 9.2 (Disposal and Insurance) shall prepay the Loans                    as follows:                     (i)     firstly, in reducing the Facility A Repayment Instalment for each Facility                            A Repayment Date falling after the date of prepayment in the manner                            contemplated by paragraph (d) of Clause 7.4 (Effect of cancellation and                            prepayment on scheduled repayment and reductions of Term Loans);                      (ii)    secondly, once Facility A has been repaid in full, in reducing the Facility                            B Repayment Instalment for each Facility B Repayment Date falling                            after the date of prepayment in the manner contemplated by paragraph                            (e) of Clause 7.4 (Effect of cancellation and prepayment on scheduled                            repayments and reductions of Term Loans);                      (iii)   thirdly, once all Term Facilities have been repaid in full, in pro rata                            prepayment of any Facility D Loans; and                      (iv)    fourthly, once Facility D has been repaid in full, in pro rata prepayment                            of any Facility C Loans.            (d)      Subject to paragraph (e) below, the Parent may elect that any prepayment under                    Clause 9.2 (Disposal and Insurance Proceeds) be applied in prepayment of a                    Loan on the last day of the Interest Period relating to that Loan.  If the Parent                    makes that election then a proportion of the Loan equal to the amount of the                    relevant prepayment will be due and payable on the last day of its Interest                    Period.            (e)      If the Parent has made an election under paragraph (d) above but a Default has                    occurred and is continuing, that election shall no longer apply and a proportion of                    the Loan in respect of which the election was made equal to the amount of the                    relevant prepayment shall be immediately due and payable (unless the Majority                    Lenders otherwise agree in writing).   9.4.     Mandatory Prepayment Accounts and Holding Accounts            (a)      The Parent shall ensure that:                     (i)     Disposal Proceeds and Insurance Proceeds in respect of which the                            Parent has made an election under paragraph (d) of Clause 9.3                            (Application of mandatory prepayments) are paid into a Mandatory                            Prepayment Account as soon as reasonably practicable after receipt by                            a member of the Group; and                     (ii)    any amounts which represent Excluded Insurance Proceeds and/or                            Excluded Disposal Proceeds which are to be applied for the specific                            purpose with the specific periods (as set out in the definitions of                            Excluded Insurance Proceeds and/or Excluded Disposal Proceeds) are    EH8227013.9                                                                                70   





 






                                                                           paid into a Holding Account as soon as reasonably practicable after                            receipt by a member of the Group.            (b)      The Parent and each Borrower irrevocably authorise the Agent to apply:                     (i)     amounts credited to the Mandatory Prepayment Account; and                     (ii)    amounts credited to the Holding Account which have not been applied                            within any applicable periods detailed in the definitions of Excluded                            Insurance Proceeds and/or Excluded Disposal Proceeds,                     to pay amounts due and payable under Clause 9.3   (Application of mandatory                    prepayments) and otherwise under the Finance Documents.  The Parent and                    each Borrower further irrevocably authorise the Agent to so apply amounts                    credited to the Holding Account whether or not the periods detailed in the                    definitions of Excluded Insurance Proceeds and/or Excluded Disposal Proceeds                    have elapsed since receipt of those proceeds if a Default has occurred and is                    continuing.  The Parent and each Borrower also irrevocably authorise the Agent                    to transfer any amounts credited to the Holding Account referred to in this                    paragraph (b) to the Mandatory Prepayment Account pending payment of                    amounts due and payable under the Finance Documents (but if all such amounts                    have been paid any such amounts remaining credited to the Mandatory                    Prepayment Account may (unless a Default has occurred) be transferred back to                    the Holding Account.            (c)      Each Finance Party with which a Mandatory Prepayment Account or Holding                    Account is held acknowledges and agrees that (i) interest shall accrue at normal                    commercial rates on amounts credited to those accounts and that the account                    holder shall be entitled to receive such interest (which shall be paid in                    accordance with the mandate relating to such account) unless a Default is                    continuing and (ii) each such account is subject to the Transaction Security.   9.5.     Excluded proceeds            Where Excluded Disposal Proceeds and Excluded Insurance Proceeds include amounts           which are intended to be used for a specific purpose within a specified period (as set out in           the relevant definition of Excluded Disposal Proceeds or Excluded Insurance Proceeds),           the Parent shall ensure that those amounts are used for that purpose and, if requested to           do so by the Agent, shall promptly deliver a certificate to the Agent at the time of such           application and at the end of such period confirming the amount (if any) which has been so           applied within the requisite time periods provided for in the relevant definition.   10.      RESTRICTIONS   10.1.    Notices of Cancellation or Prepayment            Any notice of cancellation, prepayment, authorisation or other election given by any Party           under Clause 8 (Illegality, voluntary prepayment and cancellation), paragraph (d) of Clause   EH8227013.9                                                                                71   





 






                                                          9.3 (Application of mandatory prepayments) or Clause 9.4     (Mandatory prepayment           Accounts and Holding Accounts) shall (subject to the terms of those Clauses) be           irrevocable and, unless a contrary indication appears in this Agreement, any such notice           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.   10.2.    Interest and other amounts            Any prepayment under this Agreement shall be made together with accrued interest on the           amount prepaid and Break Costs.   10.3.    No reborrowing of Term Facilities            No Borrower may reborrow any part of a Term Facility which is prepaid.   10.4.    Re-borrowing of Revolving Facilities            Unless a contrary indication appears in this Agreement, any part of any Revolving Facility           which is prepaid or repaid may be re-borrowed in accordance with the terms of this           Agreement.   10.5.    Prepayment in accordance with Agreement            No Borrower shall repay or prepay all or any part of the Utilisations or cancel all or any part           of the Commitments except at the times and in the manner expressly provided for in this           Agreement.   10.6.    No reinstatement of Commitments            No amount of the Total Commitments cancelled under this Agreement may be           subsequently reinstated.   10.7.    Agent's receipt of Notices            If the Agent receives a notice under Clause 8   (Illegality, voluntary prepayment and           cancellation) or an election under paragraph (d) of Clause 9.3 (Application of mandatory           prepayments) it shall promptly forward a copy of that notice or election to either the Parent           or the affected Lender, as appropriate.   10.8.    Prepayment elections            The Agent shall notify the Lenders as soon as possible of any proposed prepayment of           any Loan under Clause 8.3 (Voluntary prepayment of Term Loans), Clause 8.4 (Voluntary           Prepayment of Revolving Loans) or Clause 9.2 (Disposal and Insurance Proceeds).                                          EH8227013.9                                                                                72   





 






                                                                                          SECTION 5                                                                                    COSTS OF UTILISATION   11.      INTEREST   11.1.    Calculation of interest            The rate of interest on each Loan for each Interest Period is the percentage rate per           annum which is the aggregate of the applicable:            (a)      Margin; and            (b)      (in the case of a Facility C Loan) LIBOR or (in the case of a Facility D Loan)                    EURIBOR.   11.2.    Payment of interest            The Borrower to which a Loan has been made shall pay accrued interest on that Loan on           the last day of each Interest Period (and, if the Interest Period is longer than three Months,           on the dates falling at three Monthly intervals after the first day of the Interest Period).   11.3.    Default interest            (a)      If an Obligor fails to pay any amount payable by it under a Finance Document on                    its due date, interest shall accrue on the overdue amount from the due date up to                    the date of actual payment (both before and after judgment) at a rate which,                    subject to paragraph (b) below, is two times the rate which would have been                    payable if the overdue amount     had, during the period of non-payment,                    constituted a Loan in the currency of the overdue amount for successive Interest                    Periods, each of a duration selected by the Agent (acting reasonably).  Any                    interest accruing under this Clause 11.3 shall be immediately payable by the                    Obligor on demand by the Agent.            (b)      If any overdue amount consists of all or part of a Loan which became due on a                    day which was not the last day of an Interest Period relating to that Loan:                     (i)     the first Interest Period for that overdue amount shall have a duration                            equal to the unexpired portion of the current Interest Period relating to                            that Loan; and                     (ii)    the rate of interest applying to the overdue amount during that first                            Interest Period shall be two times 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.    EH8227013.9                                                                                73   





 






                                                 11.4.    Notification of rates of interest            (a)      The Agent shall promptly notify the Lenders and the relevant Borrower (or the                    Parent) of the determination of a rate of interest under this Agreement.            (b)      The Agent shall promptly notify the relevant Borrower (or the Parent) of each                    Funding Rate relating to a Loan.   12.      INTEREST PERIODS   12.1.    Selection of Interest Periods             (a)      A Borrower (or the Parent on behalf of a Borrower) may select an Interest Period                    for a Loan in the Utilisation Request for that Loan or (if the Loan is a Term Loan                    and has already been borrowed) in a Selection Notice.            (b)      Each Selection Notice for a Term Loan is irrevocable and must be delivered to                    the Agent by the Borrower (or the Parent on behalf of the Borrower) to which that                    Term Loan was made not later than 10.00 a.m. on the Business Day prior to the                    last day of the then current Interest Period.            (c)      If a Borrower (or the Parent) fails to deliver a Selection Notice to the Agent in                    accordance with paragraph (b) above, the relevant Interest Period will, subject to                    Clause 12.2 (Changes to Interest Periods), be one Month.            (d)      Subject to this Clause 12, a Borrower (or the Parent) may select an Interest                    Period of three or six Months or any other period agreed between the Parent and                    the Agent (acting on the instructions of all the Lenders).  In addition, a Borrower                    (or the Parent on its behalf) may select an Interest Period of (in relation to Facility                    B) a period of less than three Months, if necessary to ensure that there are                    Facility B Loans (with an aggregate amount equal to or greater than a Facility A                    Repayment Instalment) which have an Interest Period ending on a Facility B                    Repayment Date for the Borrowers to make the relevant Facility B Repayment                    Instalment due on that date;            (e)      An Interest Period for a Loan shall not extend beyond the Termination Date                    applicable to its Facility.            (f)      Each Interest Period for a Loan shall start on the Utilisation Date or (if already                    made) on the last day of its preceding Interest Period.            (g)      A Revolving Loan has one Interest Period only.   12.2.    Changes to Interest Periods            (a)      Prior to determining the interest rate for a Facility B Loan, the Agent may shorten                    an Interest Period for any Facility B Loan (as applicable) to ensure there are                    sufficient Facility B Loans (with an aggregate amount equal to or greater than the                    relevant Facility B Repayment Instalment) which have an Interest Period ending   EH8227013.9                                                                                74   





 






                                                                   on a Facility B Repayment Date for the Borrowers to make the relevant Facility B                    Repayment Instalment due on that date.            (b)      If the Agent makes any of the changes to an Interest Period referred to in this                    Clause 12.2 it shall promptly notify the Parent and the Lenders.   12.3.    Non-Business Days            If an Interest Period would otherwise end on a day which is not a Business Day, that           Interest Period will instead end on the next Business Day in that calendar month (if there is           one) or the preceding Business Day (if there is not).   12.4.    Consolidation and division of Facility A Loans             (a)      Not restated.            (b)      Not restated.   13.      CHANGES TO THE CALCULATION OF INTEREST   13.1.    Unavailability of Screen Rate            (a)      Interpolated Screen Rate: If no Screen Rate is available for LIBOR or, if                    applicable, EURIBOR for the Interest Period of a Loan, the applicable LIBOR or                    EURIBOR shall be the Interpolated Screen Rate for a period equal in length to                    the Interest Period of that Loan.            (b)      Cost of funds:  If paragraph (a) above applies but no Interpolated Screen Rate is                    available for the relevant currency of a Loan or the relevant Interest Period there                    shall be no LIBOR or, if applicable, EURIBOR for that Loan and Clause 13.3                    (Cost of funds) shall apply to that Loan for that Interest Period.   13.2.    Market disruption            If before close of business in London on the Quotation Day for the relevant Interest Period           the Agent receives notifications from a Lender or Lenders (whose participations in a Loan           exceed 25% per cent. of that Loan) that the cost to it of funding its participation in that           Loan from whatever source it may reasonably select would be in excess of LIBOR or           EURIBOR then Clause 13.3    (Cost of funds) shall apply to that Loan for the relevant           Interest Period.   13.3.    Cost of funds            (a)      If this Clause 13.3 applies, the rate of interest on the relevant Loan for the                    relevant Interest Period shall be the percentage rate per annum which is the sum                    of:                     (i)     the Margin; and    EH8227013.9                                                                                75   





 






                                                                   (ii)    the rate notified to the Agent by that Lender as soon as practicable and                            in any event within 1 Business Day of the first day of that Interest Period                            (or, if earlier, on the date falling 1 Business Day before the date on                            which interest is due to be paid in respect of that Interest Period), to be                            that which expresses as a percentage rate per annum the cost to the                            relevant Lender of funding its participation in that Loan from whatever                            source it may reasonably select.            (b)      If this Clause 13.3 applies and the Agent or the Parent so requires, the Agent and                    the Parent shall enter into negotiations (for a period of not more than thirty days)                    with a view to agreeing a substitute basis for determining the rate of interest.            (c)      Any alternative basis agreed pursuant to paragraph (b) above shall, with the prior                    consent of all the Lenders and the Parent, be binding on all Parties.            (d)      If this Clause 13.3 applies but any Lender does not supply a quotation by the                    time specified in paragraph (a)(ii) above the rate of interest shall be calculated on                    the basis of the quotations of the remaining Lenders.   13.4.    Break Costs            (a)      Each Borrower shall, within three Business Days of demand by a Finance Party,                    pay to that Finance Party its Break Costs attributable to all or any part of a Loan                    or Unpaid Sum being paid by that Borrower on a day other than the last day of an                    Interest Period for that Loan or Unpaid Sum.            (b)      Each Lender shall, as soon as reasonably practicable after a demand by the                    Agent, provide a certificate confirming the amount of its Break Costs for any                    Interest Period in which they accrue.   14.      FEES   14.1.    Arrangement fee            The Parent shall pay to the Arranger an arrangement fee in the amount and at the times           agreed in the Fee Letter.   14.2.    Agency fee            The Parent shall pay to the Agent (for its own account) an agency fee in the amount and at           the times agreed in the Fee Letter.   14.3.    Commitment fee            (a)      The Parent shall pay to the Agent (for the account of each Lender) a fee                    computed at the rate of 40 per cent. per annum of the Margin of that Lender's                    Available Commitment under each Revolving Facility for the Availability Period                    applicable to such Revolving Facility.    EH8227013.9                                                                                76   





 






                                                          (b)      The accrued commitment fee is payable on the last day of each successive                    period of three months which ends during the relevant 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.    14.4.    Interest, commission and fees on Ancillary Facilities            The rate and time of payment of interest, commission, fees and any other remuneration in           respect of each Ancillary Facility shall be determined by agreement between the Parent           and the relevant Lender based upon normal market rates and terms.                                        EH8227013.9                                                                                77   





 






                                                                                          SECTION 6                                                                             ADDITIONAL PAYMENT OBLIGATIONS   15.      TAX GROSS UP AND INDEMNITIES   15.1.    Definitions            (a)      In this Agreement:                     "Irish Qualifying Lender" means a Lender which is beneficially entitled to                    interest payable to that Lender in respect of an advance under a Finance                    Document and is:                     (i)     a bank within the meaning of section 246 of the Irish Taxes Act which is                            carrying on a bona fide banking business in Ireland for the purposes of                            section 246(3)(a) of the Irish Taxes Act and whose Facility Office is                            located in Ireland; or                     (ii)                                     (A)      a body corporate that is resident for the purposes of tax in a                                      member state of the European    Communities (other than                                      Ireland) or in a territory with which Ireland has an Irish Treaty                                      that is in effect by virtue of section 826(1) of the Irish Taxes                                      Act or in a territory with which Ireland has signed an Irish                                      Treaty which will come into effect, once all the ratification                                      procedures set out in section 826(1) of the Irish Taxes Act                                      have been completed (residence for these purposes to be                                      determined in accordance with the law of the territory of which                                      the Lender claims to be resident) where that member state or                                      territory imposes a tax that generally applies to interest                                      receivable, in that member state or territory by companies                                      from sources outside that member state or territory; or                              (B)      a body corporate where interest payable in respect of an                                      advance;                                      (1)      is exempted from the charge to income tax under a                                              double taxation agreement having force of law under                                              the procedures set out in section 826(1) of the Irish                                              Taxes Act; or                                      (2)      would be exempted from the charge to Irish income                                              tax under an Irish Treaty entered into on or before                                              the payment date of that interest if that Irish Treaty                                              had the force of law under the provisions set out in                                              section 826(1) of the Irish Taxes Act at that date;    EH8227013.9                                                                                78   





 






                                                                           (C)      a United States of America ("U.S.") company, provided the                                     U.S. company is incorporated in the U.S. and subject to U.S.                                     tax on its worldwide income; or                             (D)      a U.S. Limited Liability Company ("LLC"), provided the                                     ultimate recipients of the interest would, if they were                                     themselves lenders, be Irish Qualifying Lenders within                                     paragraph (A), (B) or (C) of this definition and the business                                     conducted through the LLC is so structured for market                                     reasons and not for tax avoidance purposes;                             provided in each case at (A), (B), (C) or (D) the Lender is not carrying                            on a trade or business in Ireland through an agency or branch with                            which the interest payment is connected; or                     (iii)   an Irish Treaty Lender; or                     (iv)    a body corporate:                              (A)      which advances money in the ordinary course of a trade                                      which includes the lending of money;                                 (B)      in whose hands any interest payable in respect of monies so                                      advanced is taken into account in computing the trading                                      income of that company;                              (C)      which has complied with all the provisions of section 246(5)(a)                                      of the Irish Taxes Act, including making the appropriate                                      notifications thereunder; and                              (D)      whose Facility Office is located in Ireland; or                     (v)     a qualifying company within the meaning of section 110 of the Irish                            Taxes Act and whose Facility Office is located in Ireland; or                     (vi)    an investment undertaking within the meaning of section 739B of the                            Irish Taxes Act and whose Facility Office is located in Ireland.                     "Irish Taxes Act" means the Taxes Consolidation Act 1997, of Ireland.                     "Irish Treaty Lender" means, subject to the completion of procedural formalities,                    a Lender which is treated as a resident of an Irish Treaty State for the purposes                    of a double taxation agreement and does not carry on a business in Ireland                    through a permanent establishment with which that Lender's participation in this                    Agreement is effectively connected.                     "Irish Treaty State" means a jurisdiction which has a double taxation agreement                    with Ireland (an "Irish Treaty") which is in effect and makes provision for full                    exemption from tax imposed by Ireland on interest.   EH8227013.9                                                                                79   





 






                                                                   "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 an Irish Qualifying Lender or a UK Qualifying                    Lender, as the case may be.                     "Tax  Confirmation" means a confirmation by a Lender that the person                    beneficially entitled to interest payable to that Lender in respect of an advance                    under a Finance Document is either:                     (i)     a company resident in the United Kingdom for United Kingdom tax                            purposes;                      (ii)    a partnership each member of which is:                              (A)      a company so resident in the United Kingdom; or                              (B)      a company not so resident in the United Kingdom which                                      carries on a trade in the United Kingdom       through a                                      permanent establishment and which brings into account in                                      computing its chargeable profits (within the meaning of                                      Section 19 of the CTA) the whole of any share of interest                                      payable in respect of that advance that falls to it by reason of                                      Part 17 of the CTA; or                              (C)      a company not so resident in the United Kingdom which                                      carries on a trade in the United Kingdom through a                                      permanent establishment and which brings into account                                      interest payable in respect of that advance in computing the                                      chargeable profits (within the meaning of section 19 of the                                      CTA) of that company.                     "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.                     "Tax Payment" means either the increase in a payment made by an Obligor to a                    Finance Party under Clause 15.2 (Tax gross-up) or a payment under Clause 15.3                    (Tax indemnity).                     "Treaty Lender" means an Irish Treaty Lender or a UK Treaty Lender, as the                    case may be.                     "UK Qualifying Lender" means:    EH8227013.9                                                                                80   





 






                                                                   (i)     a Lender (other than a Lender within sub-paragraph (ii) below) which is                            beneficially entitled to interest payable to that Lender in respect of an                            advance under a Finance Document and is:                              (A)      a Lender:                                      (1)      which is a bank (as defined for the purpose of                                              Section 879 of the ITA) making an advance under a                                              Finance Document and is within the charge to United                                              Kingdom corporation tax as respects any payment of                                              interest made in respect of that advance or would be                                              within such charge as respects such payment apart                                              from Section 18A of the CTA; or                                      (2)      in respect of an advance made under a Finance                                              Document by a person that was a bank (as defined                                              for the purpose of Section 879 of the ITA) at the time                                              that that advance was made and which is within the                                              charge to United Kingdom corporation tax as                                              respects any payments of interest made in respect of                                              that advance; or                              (B)      a Lender which is:                                      (1)      a company resident in the United Kingdom for United                                              Kingdom tax purposes;                                       (2)      a partnership each member of which is:                                               (aa)    a company so resident in the United                                                      Kingdom; or                                               (bb)    a company not so resident in the United                                                      Kingdom which carries on a trade in the                                                      United Kingdom through a permanent                                                      establishment and which brings into                                                      account in computing its chargeable profits                                                      (within the meaning of Section 19 of the                                                      CTA) the whole of any share of interest                                                      payable in respect of that advance that falls                                                      to it by reason of the CTA;                                       (3)      a company not so resident in the United Kingdom                                              which carries on a trade in the United Kingdom                                              through a permanent establishment and which brings                                              into account interest payable in respect of that                                              advance in computing the chargeable profits (within    EH8227013.9                                                                                81   





 






                                                                                             the meaning of Section 19 of the CTA) of that                                              company; or                              (C)      a UK Treaty Lender; or                       (ii)    a Lender which is a building society (as defined for the purposes of                            section 880 of the ITA) making an advance under a Finance Document.                     "UK Treaty Lender" means a Lender which:                     (i)     is treated as a resident of a UK Treaty State for the purposes of the UK                            Treaty;                              (A)      does not carry on a business in the United Kingdom through a                                      permanent establishment with which that Lender's                                      participation in the Loan is effectively connected; and                              (B)      fulfils any other conditions which must be fulfilled under the                                      double taxation agreement by residents of that UK Treaty                                      State for such residents to obtain exemptions from United                                      Kingdom taxation on interest, subject to the completion of                                      procedural formalities.                             "UK Treaty State" means a jurisdiction having a double taxation                            agreement (a "UK   Treaty") with the United Kingdom which makes                            provision for full exemption from tax imposed by the United Kingdom on                            interest.            (b)      Unless a contrary indication appears, in this Clause 15     a reference to                    "determines" or "determined" means a determination made in the absolute                    discretion of the person making the determination.   15.2.    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 Parent shall promptly upon becoming aware that an Obligor must make a                    Tax Deduction (or that there is any change in the rate or the basis of a Tax                    Deduction) notify the Agent accordingly.  Similarly, a Lender shall notify the                    Agent on becoming so aware in respect of a payment payable to that Lender.  If                    the Agent receives such notification from a Lender it shall notify the Parent 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.    EH8227013.9                                                                                82   





 






                                                          (d)      A payment shall not be increased under paragraph (c) above by reason of a Tax                    Deduction on account of Tax imposed by the United Kingdom, if on the date on                    which the payment falls due:                     (i)     the payment could have been made to the relevant Lender without a                            Tax Deduction if the Lender had been a UK Qualifying Lender, but on                            that date that Lender is not or has ceased to be a UK Qualifying Lender                            other than as a result of any change after the date it became a Lender                            under this Agreement in (or in the interpretation, administration, or                            application of) any law or Treaty, or any published practice or published                            concession of any relevant taxing authority; or                     (ii)                                     (A)      the relevant Lender is a UK Qualifying Lender solely by virtue                                      of paragraph (i)(B) of the definition of UK Qualifying Lender;                               (B)      an officer of H.M. Revenue & Customs has given (and not                                      revoked) a direction (a "Direction") under section 931 of the                                      ITA (as that provision has effect on the date on which the                                      relevant Lender became a Party) which relates to the                                      payment and that Lender has received from that Obligor or                                      the Parent a certified copy of that Direction; and                              (C)      the payment could have been made to the Lender without any                                      Tax Deduction if that Direction had not been made; or                     (iii)   the relevant Lender is a UK Qualifying Lender solely by virtue of                            paragraph (i)(B) of the definition of UK Qualifying Lender and:                              (A)      the relevant Lender has not given a Tax Confirmation to the                                      Parent; and                              (B)      the payment could have been made to the Lender without any                                      Tax Deduction if the Lender had given a Tax Confirmation to                                      the Parent, on the basis that the Tax Confirmation would have                                      enabled the Parent to have formed a reasonable belief that                                      the payment was an "excepted payment" for the purpose of                                      section 930 of the ITA; or                     (iv)    the relevant Lender is a UK Treaty Lender and the Obligor making the                            payment is able to demonstrate that the payment could have been                            made to the Lender without the Tax Deduction had that       Lender                            complied with its obligations under paragraph (h) below.            (e)      A payment shall not be increased under paragraph (c) above by reason of a Tax                    Deduction on account of Tax imposed by Ireland, if:    EH8227013.9                                                                                83   





 






                                                                   (i)     on the date on which the payment falls due, the payment could have                            been made to the relevant Lender without a Tax Deduction if the Lender                            had been an Irish Qualifying Lender, but on that date that Lender is not                            or has ceased to be an Irish 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 Irish                            Treaty or any published practice or published concession of any                            relevant taxing authority; or                     (ii)    the relevant Lender is an Irish Qualifying Lender solely by reason of                            being an Irish 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 (h) below.            (f)      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.            (g)      Within thirty days of making either a Tax Deduction or any payment required in                    connection with that Tax Deduction, the Obligor making that Tax Deduction shall                    deliver to the Agent for the Finance Party entitled to the payment statement                    under Section 975 of ITA or other evidence reasonably satisfactory to that                    Finance Party that the Tax Deduction has been made or (as applicable) any                    appropriate payment paid to the relevant taxing authority.            (h)                           (i)     Subject to paragraph (ii) below, a Treaty Lender and each Obligor                            which makes a payment to which that Treaty Lender is entitled shall co-                           operate in completing any procedural formalities necessary for that                            Obligor to obtain authorisation to make that payment without a Tax                            Deduction.                     (ii)    Nothing in paragraph (i) above shall require a Treaty Lender to:                              (A)      register under the HMRC DT Treaty Passport scheme;                              (B)      apply the HMRC DT Treaty Passport scheme to any                                      Utilisation if it has so registered; or                              (C)      file Treaty forms if it has included an indication to the effect                                      that it wishes the HMRC DT Treaty Passport scheme to apply                                      to this Agreement in accordance with paragraph (h) below or                                      paragraph (a) of Clause 15.6 (HMRC DT Treaty Passport                                      scheme confirmation),     EH8227013.9                                                                                84   





 






                                                                           and the Obligor making that payment has not complied with its                            obligations under paragraph (i) below or paragraph (b) of Clause 15.6                            (HMRC DT Treaty Passport scheme confirmation).   15.3.    Tax indemnity            (a)      The Parent shall (within three Business Days of demand by the Agent) pay to a                    Protected Party an amount equal to the loss, liability or cost which that Protected                    Party determines will be or has been (directly or indirectly) suffered for or on                    account of Tax by that Protected Party in respect of a Finance Document.            (b)      Paragraph (a) above shall not apply:                     (i)     with respect to any Tax assessed on a Finance Party:                              (A)      under the law of the jurisdiction in which that Finance Party is                                      incorporated or, if different, the jurisdiction (or jurisdictions) in                                      which that Finance Party is treated as resident for tax                                      purposes; or                               (B)      under the law of the jurisdiction in which that Finance Party's                                      Facility Office is located in respect of amounts received or                                      receivable in that jurisdiction,                              if that Tax is imposed on or calculated by reference to the net income                            received or receivable (but not any sum deemed to be received or                            receivable) by that Finance Party; or                     (ii)    to the extent a loss, liability or cost:                              (A)      is compensated for by an increased payment under Clause                                      15.2 (Tax gross-up); or                               (B)      would have been compensated for by an increased payment                                      under Clause 15.2     (Tax gross-up) but was not so                                      compensated solely because one of the exclusions in                                      paragraph (d) or (e) of Clause 15.2 (Tax gross-up) applied; or                              (C)     relates to a FATCA Deduction required to be made by a Party.            (c)      A Protected Party making, or intending to make a claim under paragraph (a)                    above shall promptly notify the Agent of the event which will give, or has given,                    rise to the claim, following which the Agent shall notify the Parent.            (d)      A Protected Party shall, on receiving a payment from an Obligor under this                    Clause 15.3, notify the Agent.    EH8227013.9                                                                                85   





 






                                                 15.4.    Tax Credit            If an Obligor makes a Tax Payment and the relevant Finance Party determines that:             (a)      a Tax Credit is attributable either to an increased payment of which that Tax                    Payment forms part or to that Tax Payment; and             (b)      that Finance Party has obtained, utilised and retained 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.  Notwithstanding           anything to the contrary, in no event shall any Finance Party be required to pay any           amount to the Borrowers the payment of which would place such Finance Party in a less           favourable net after tax position than such Finance Party would have been in if the Tax           giving rise to the indemnity payments had never been paid.   15.5.    Lender Status Confirmation            Each Lender which becomes a Party to this Agreement after the date of this Agreement           shall indicate, in the documentation  which it executes on becoming a Party, and for the           benefit of the Agent and without liability to any Obligor, which of the following categories it           falls in:            (a)                               (i)     not a UK Qualifying Lender;                     (ii)    a UK Qualifying Lender (other than a UK Treaty Lender); or                     (iii)   a UK Treaty Lender;            (b)                               (i)     not an Irish Qualifying Lender;                      (ii)    an Irish Qualifying Lender (other than solely by reason of being an Irish                            Treaty Lender); or                     (iii)   an Irish Treaty Lender.            If such a Lender fails to indicate its status in accordance with this Clause 15.5 then that           Lender shall be treated for the purposes of this Agreement as if it is not a Qualifying           Lender until such time as it notifies the Agent which category applies (and the Agent, upon           receipt of such notification, shall inform the Parent).  For the avoidance of doubt, the           documentation which a Lender executes on becoming a Party shall not be invalidated by           any failure of a Lender to comply with this Clause 15.5.            Each Lender, upon request from a Borrower from time to time, shall as soon as reasonably           practicable provide such information as may be required to enable the Borrower to comply    EH8227013.9                                                                                86   





 






                                                          with the provisions of sections 891A, 891E, 891F and 891G of the Irish Taxes Act (and any           regulations made thereunder).   15.6.    HMRC DT Treaty Passport scheme confirmation            (a)      A New Lender or an Increase  Lender that is a UK Treaty Lender that holds a                    passport under the HMRC DT Treaty Passport scheme, and which then wishes                    that scheme to apply to this Agreement, shall include an indication to that effect                    (for the benefit of the Agent and without liability to any Obligor) in the Transfer                    Certificate, Assignment Agreement or Increase Confirmation which it executes by                    including its scheme reference number and its jurisdiction of tax residence in that                    Transfer Certificate, Assignment Agreement or Increase Confirmation.            (b)      Where a New Lender or an Increase Lender includes the indication described in                    paragraph (a) above in the relevant Transfer Certificate, Assignment Agreement                    or Increase Confirmation:                     (i)     each Borrower which is a Party as a Borrower as at the relevant                            Transfer Date or the date on which the increase in Total Commitments                            described in the relevant Increase Confirmation takes effect shall,  and                            to the extent that that New Lender or Increase Lender becomes a                            Lender under a Facility which is made available to    that Borrower                            pursuant to Clause 2 (The Facilities), file a duly completed form DTTP2                            in respect of such Lender with HM Revenue & Customs within 30 days                            of that Transfer Date or that date on which the increase in Total                            Commitments takes effect and shall promptly provide the Lender with a                            copy of that filing; and                     (ii)    each Additional Borrower which becomes an Additional Borrower after                            the relevant Transfer Date or the date on which the increase in Total                            Commitments described in the relevant Increase Confirmation takes                            effect shall, to the extent that that New Lender or Increase Lender is a                            Lender under a Facility which is made available to that Additional                            Borrower pursuant to Clause 2  (The Facilities), file a duly completed                            form DTTP2 in respect of such Lender with HM Revenue & Customs                            within 30 days of becoming an Additional Borrower and shall promptly                            provide the Lender with a copy of that filing.   15.7.    Stamp taxes            The Parent shall pay and, within three Business Days of demand, indemnify each Secured           Party and Arranger against any cost, loss or liability that Secured Party or Arranger incurs           in relation to all stamp duty, registration and other similar Taxes payable in respect of any           Finance Document.    EH8227013.9                                                                                87   





 






                                                 15.8.    Notification to Parent and Agent            Each Lender will notify the Parent and the Agent if it is not or ceases to be a Qualifying           Lender.   15.9.    Value added tax            (a)      All consideration 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                    charged 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.            (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 a Finance Party for                    any costs or expense, that Party shall reimburse or  indemnify (as the case may                    be) such Finance Party for the full amount of such cost or expense, including                    such part thereof as represents VAT, save to the extent that such Finance Party                    reasonably determines that it is entitled to credit or repayment from the relevant                    tax authority in respect of the VAT.     EH8227013.9                                                                                88   





 






                                                          (d)      Any reference in this Clause 15.9 to any Party shall, at any time when such Party                    is treated as a member of a group for VAT purposes, include (where appropriate                    and unless the context otherwise requires) a reference to the representative                    member of such group at such time (the term "representative member" to have                    the same meaning as in the Value-Added Tax Act 1994 or in the case of Ireland,                    the group member notified by the Revenue Commissioners in accordance with                    section 15(1)(a) of the Value Added Tax Consolidation Act 2010 of Ireland as                    being the member responsible for complying with the provisions of that act in                    respect of the group).            (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.   15.10.   FATCA information            (a)      Subject to paragraph (c) below, each Party shall, within ten Business Days of a                    reasonable request by another Party:                     (i)     confirm to that other Party whether it is:                              (A)     a FATCA Exempt Party; or                              (B)     not a FATCA Exempt Party;                     (ii)    supply to that other Party such forms, documentation and other                            information relating to its status under FATCA as that other Party                            reasonably requests for the purposes of that other Party's compliance                            with FATCA; and                     (iii)   supply to that other Party such forms, documentation and other                            information relating to its status as that other Party reasonably requests                            for the purposes of that other Party's compliance with any other law,                            regulation, or exchange of information regime.             (b)      If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a                    FATCA Exempt Party and it subsequently becomes aware that it is not or has                    ceased to be a FATCA Exempt Party, that Party shall notify that other Party                    reasonably promptly.            (c)      Paragraph (a) above shall not oblige any Finance Party to do anything, and                    paragraph (a)(iii) above shall not oblige any other Party to do anything, which                    would or might in its reasonable opinion constitute a breach of:                     (i)     any law or regulation;    EH8227013.9                                                                                89   





 






                                                                   (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 (a)(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.    15.11.   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 Parent and the Agent and the Agent shall notify the other Finance                    Parties.   16.      INCREASED COSTS   16.1.    Increased costs            (a)      Subject to Clause 16.3 (Exceptions) the Parent shall, within three Business Days                    of a demand by the Agent, pay for the account of a Finance Party the amount of                    any Increased Costs incurred by that Finance Party or any of its Affiliates as a                    result of (i) the introduction of or any change in (or in the interpretation,                    administration or application of) any law or regulation or (ii) compliance with any                    law or regulation made after the date of this Agreement.            (b)      In this Agreement "Increased Costs" means:                     (i)     a reduction in the rate of return from a Facility or on a Finance Party's                            (or its Affiliate's) overall capital;                     (ii)    an additional or increased cost; or                     (iii)   a reduction of any amount due and payable under any Finance                            Document,                     which is incurred or suffered by a Finance Party or any of its Affiliates to the                    extent that it is attributable to that Finance Party having entered into its   EH8227013.9                                                                                90   





 






                                                                   Commitment or funding or performing its obligations under any Finance                    Document.   16.2.    Increased cost claims            (a)      A Finance Party intending to make a claim pursuant to Clause 16.1 (Increased                    Costs) shall notify the Agent of the event giving rise to the claim, following which                    the Agent shall promptly notify the Parent.            (b)      Each Finance Party shall, as soon as practicable after a demand by the Agent,                    provide a certificate confirming the amount of its Increased Costs.   16.3.    Exceptions            (a)      Clause 16.1 (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 15.3 (Tax indemnity) (or would have been                            compensated for under Clause 15.3   (Tax indemnity) but was not so                            compensated solely because any of the exclusions in paragraph (b) of                            Clause 15.3 (Tax indemnity) applied); or                     (iv)    attributable to the wilful breach by the relevant Finance Party or its                            Affiliates of any law or regulation.            (b)      In this Clause 16.3 reference to a "Tax Deduction" has the same meaning given                    to the term in Clause 15.1 (Definitions).   17.      OTHER INDEMNITIES   17.1.    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  the Arranger and each other Secured Party to whom that    EH8227013.9                                                                                91   





 






                                                                   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.   17.2.    Other indemnities            (a)      The Parent shall (or shall procure that an Obligor will), within three Business                    Days of demand, indemnify the Arranger and each other Secured Party against                    any cost, loss or liability incurred by it as a result of:                     (i)     the occurrence of any Event of Default;                     (ii)    a failure by an Obligor to pay any amount due under a Finance                            Document on its due date, including without limitation, any cost, loss or                            liability arising as a result of Clause 31 (Sharing among the Finance                            Parties);                     (iii)   funding, or making arrangements to fund, its participation in a Utilisation                            requested by a Borrower in a Utilisation Request but not made by                            reason of the operation of any one or more of the provisions of this                            Agreement (other than by reason of default or negligence by that                            Finance Party alone);                      (iv)    a Utilisation (or part of a Utilisation) not being prepaid in accordance                            with a notice of prepayment given by a Borrower or the Parent.            (b)      The Parent shall promptly indemnify each Finance Party, each Affiliate of a                    Finance Party and each officer or employee of a Finance Party or its Affiliate,                    against any cost, loss or liability incurred by that Finance Party or its Affiliate (or                    officer or employee of that Finance Party or Affiliate) in connection with or arising                    out of the Acquisition or the funding of the Acquisition (including but not limited to                    those incurred in connection with any litigation, arbitration or administrative                    proceedings or regulatory enquiry concerning the Acquisition), unless such loss                    or liability is caused by the gross negligence or wilful misconduct of that Finance                    Party or its Affiliate (or employee or officer of that Finance Party or Affiliate).  Any                    Affiliate or any officer or employee of a Finance Party or its Affiliate may rely on                    this Clause 17.2.   17.3.    Indemnity to the Agent            The Parent shall promptly indemnify the Agent against:    EH8227013.9                                                                                92   





 






                                                          (a)      any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:                     (i)     investigating any event which it reasonably believes is a Default;                      (ii)    entering into or performing any foreign exchange contract for the                            purposes of paragraph (b) of Clause 32.10 (Change of currency);                      (iii)   acting or relying on any notice, request or instruction which it                            reasonably believes to be genuine, correct and appropriately                            authorised; or                     (iv)    instructing lawyers, accountants, tax advisers, surveyors or other                            professional advisers or experts as permitted under this Agreement;                            and            (b)      any cost, loss or liability incurred by the Agent (otherwise than by reason of the                    Agent's gross negligence or wilful misconduct) in acting as Agent under the                    Finance Documents.   17.4.    Indemnity to the Security Trustee            (a)      Each Obligor shall promptly indemnify the Security Trustee 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 Parent to comply with its obligations under Clause 19                            (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 and remedies                            vested in the Security Trustee 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; or                     (vi)    acting as Security Trustee, Receiver or Delegate under the Finance                            Documents or which otherwise relates to any of the Charged Property                            (otherwise, in each case, than by reason of the relevant Security                            Trustee's, Receiver's or Delegate's gross negligence or wilful                            misconduct);    EH8227013.9                                                                                93   





 






                                                          (b)      The Security Trustee may, in priority to any payment to the Secured Parties,                    indemnify itself out of the Charged Property in respect of, and pay and retain, all                    sums necessary to give effect to the indemnity in this Clause 17.4 and shall have                    a lien on the Transaction Security and the proceeds of the enforcement of the                    Transaction Security for all monies payable to it.   18.      MITIGATION BY THE LENDERS   18.1.    Mitigation            (a)      Each Finance Party shall, in consultation with the Parent, 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 8.1 (Illegality), Clause 15 (Tax gross-up and indemnities) or Clause 16                    (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.   18.2.    Limitation of liability            (a)      The Parent shall 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 18.1 (Mitigation).            (b)      A Finance Party is not obliged to take any steps under Clause 18.1 (Mitigation) if,                    in the opinion of that Finance Party (acting reasonably), to do so might be                    prejudicial to it.   19.      COSTS AND EXPENSES   19.1.    Transaction expenses            The Parent shall within three Business Days of demand pay the Agent, the Arranger  and           the Security Trustee the amount of all costs and expenses (including legal fees)           reasonably incurred by any of them (and, in the case of the Security Trustee, by any           Receiver or Delegate) in connection with the negotiation, preparation, printing, execution,           syndication and perfection of:            (a)      this Agreement and any other documents referred to in this Agreement and the                    Transaction Security;             (b)      any other Finance Documents executed after the date of this Agreement.   19.2.    Amendment costs            If (a) an Obligor requests an amendment, waiver or consent or (b) an amendment is           required pursuant to Clause 32.10 (Change of currency), the Parent shall, within three   EH8227013.9                                                                                94   





 






                                                          Business Days of demand, reimburse each of the Agent and the Security Trustee for the           amount of all costs and expenses (including legal fees) reasonably incurred by the Agent           and the Security Trustee (and, in the case of the Security Trustee, by any Receiver or           Delegate) in responding to, evaluating, negotiating or complying with that request or           requirement.   19.3.    Security Trustee's ongoing costs            (a)      In the event of (i) a Default or (ii) the Security Trustee considering it necessary or                    expedient or (iii) the Security Trustee being requested by an Obligor or the                    Majority Lenders to undertake duties which the Security Trustee and the Parent                    agree to be of an exceptional nature and/or outside the scope of the normal                    duties of the Security Trustee under the Finance Documents, the Parent shall                    pay to the Security Trustee any additional remuneration that may be agreed                    between them.            (b)      If the Security Trustee and the Parent fail to agree upon the nature of the duties                    or upon any additional remuneration, that dispute shall be determined by an                    investment bank (acting as an expert and not as an arbitrator) selected by the                    Security Trustee and approved by the Parent or, failing approval, nominated (on                    the application of the Security Trustee) 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 payable by the Parent) and the determination of any                    investment  bank shall be final and binding upon the parties to this Agreement.   19.4.    Enforcement and preservation costs            The Parent shall, within three Business Days of demand, pay to the Arranger and each           other Secured Party the amount of all costs and expenses (including legal fees) incurred           by it in connection with the enforcement of or the preservation of any rights under any           Finance Document and the Transaction Security and any proceedings instituted by or           against the Security Trustee as a consequence of taking or holding the Transaction           Security or enforcing these rights.                                        EH8227013.9                                                                                95   





 






                                                                                          SECTION 7                                                                                          GUARANTEE   20.      GUARANTEE AND INDEMNITY   20.1.    Guarantee and indemnity            Each Guarantor irrevocably and unconditionally jointly and severally:            (a)      guarantees to each Finance Party punctual performance by each other Obligor of                    all that Obligor's obligations under the Finance Documents;             (b)      undertakes with each Finance Party that whenever another Obligor does not pay                    any amount when due under or in connection with any Finance Document, that                    Guarantor shall immediately on demand pay that amount as if it was the principal                    obligor; and            (c)      agrees with each Finance Party that if any obligation guaranteed by it is or                    becomes unenforceable, invalid or illegal, it will, as an independent and primary                    obligation, indemnify that Finance Party immediately on demand against any                    cost, loss or liability it incurs as a result of an Obligor not paying any amount                    which would, but for such unenforceability, invalidity or illegality, have been                    payable by it under any Finance Document on the date when it would have been                    due. The amount payable by a Guarantor under this indemnity will not exceed the                    amount it would have had to pay under this Clause 20 if the amount claimed had                    been recoverable on this basis of a guarantee.     20.2.    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.   20.3.    Reinstatement            If any discharge, release or arrangement (whether in respect of the obligations of any           Obligor or any security for those obligations or otherwise) is made by a Finance Party in           whole or in part on the basis of any payment, security or other disposition which is avoided           or must be   restored in insolvency, liquidation, administration or otherwise, without           limitation, then the liability of each Guarantor under this Clause 20 will continue or be           reinstated as if the discharge, release or arrangement had not occurred.   20.4.    Waiver of defences            The obligations of each Guarantor under this Clause 20 will not be affected by an act,           omission, matter or thing which, but for this Clause 20, would reduce, release or prejudice    EH8227013.9                                                                                96   





 






                                                          any of its obligations under this Clause 20 (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;            (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 (whether of maturity or                    otherwise) or restatement (in each case, however fundamental and of                    whatsoever nature, whether or not more onerous) or replacement of a Finance                    Document or any other document or security including, without limitation, any                    change in the purpose of, any extension of or increase in any facility or the                    addition of any new facility under and 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.   20.5.    Guarantor Intent            Without prejudice to the generality of Clause 20.4 (Waiver of Defences), each Guarantor           expressly confirms that it intends that this guarantee shall extend from time to time to any           (however fundamental) variation, increase, extension or addition of or to any of the           Finance Documents and/or any facility or amount made available under any of the Finance           Documents for the purposes of or in connection with any of the following: acquisitions of           any nature; increasing working capital; enabling investor distributions to be made; carrying           out restructurings; refinancing existing facilities; refinancing any other indebtedness;           making facilities available to new borrowers; any other variation or extension of the           purposes for which any such facility or amount might be made available from time to time;           and any fees, costs and/or expenses associated with any of the foregoing.   20.6.    Immediate recourse            Each Guarantor waives any right it may have of first requiring any Finance Party (or any           trustee or agent on its behalf) to proceed against or enforce any other rights or security or    EH8227013.9                                                                                97   





 






                                                          claim payment from any person before claiming from that Guarantor under this Clause 20.            This waiver applies irrespective of any law or any provision of a Finance Document to the           contrary.   20.7.    Appropriations            Until all amounts which may be or become payable by the Obligors under or in connection           with the Finance Documents have been irrevocably paid in full, each Finance Party (or any           trustee or agent on its behalf) may:            (a)      refrain from applying or enforcing any other moneys, security or rights held or                    received by that Finance Party (or any trustee or agent on its behalf) in respect of                    those amounts, or apply and enforce the same in such manner and order as it                    sees fit (whether against those amounts or otherwise) and no Guarantor shall be                    entitled to the benefit of the same; and             (b)      hold in an interest-bearing suspense account any moneys received from any                    Guarantor or on account of any Guarantor's liability under this Clause 20.   20.8.    Deferral of Guarantors' rights            Until all amounts which may be or become payable by the Obligors under or in connection           with the Finance Documents have been irrevocably paid in full and unless the Agent           otherwise directs, no Guarantor will exercise any rights which it may have by reason of           performance by it of its obligations under the Finance Documents or by reason of any           amount being payable, or liability arising, under this Clause 20:            (a)      to be indemnified by an Obligor;            (b)      to claim any contribution from any other guarantor of any Obligor's obligations                    under the Finance Documents;             (c)      to take the benefit (in whole or in part and whether by way of subrogation or                    otherwise) of any rights of the Finance Parties under the Finance Documents or                    of any other guarantee or security taken pursuant to, or in connection with, the                    Finance Documents by any Finance Party;            (d)      to bring legal or other proceedings for an order requiring any Obligor to make any                    payment, or perform any obligation, in respect of which any Guarantor has given                    a guarantee, undertaking or indemnity under Clause 20.1    (Guarantee and                    Indemnity);             (e)      to exercise any right of set off against any Obligor; and/or            (f)      to claim or prove as a creditor of any Obligor in competition with any Finance                    Party.            If a Guarantor receives any benefit, payment or distribution in relation to such rights it shall           hold that benefit, payment or distribution to the extent necessary to enable all amounts   EH8227013.9                                                                                98   





 






                                                          which may be or become payable to the Finance Parties by the Obligors under or in           connection with the Finance Documents to be repaid in full on trust for the Finance Parties           and shall promptly pay or transfer the same to the Agent or as the Agent may direct for           application in accordance with Clause 32 (Payment mechanics) of this Agreement.    20.9.    Release of Guarantors' right of contribution            If any Guarantor (a "Retiring Guarantor") ceases to be a Guarantor in accordance with           the terms of the Finance Documents for the purpose of any sale or other disposal of that           Retiring Guarantor then on the date such Retiring Guarantor ceases to be a Guarantor:            (a)      that Retiring Guarantor is released by each other Guarantor from any liability                    (whether past, present or future and whether actual or contingent) to make a                    contribution to any other Guarantor arising by reason of the performance by any                    other Guarantor of its obligations under the Finance Documents; and            (b)      each other Guarantor waives any rights it may have by reason of the                    performance of its obligations under the Finance Documents to take the benefit                    (in whole or in part and whether by way of subrogation or otherwise) of any rights                    of the Finance Parties under any Finance Document or of any other security                    taken pursuant to, or in connection with, any Finance Document where such                    rights or security are granted by or in relation to the assets of the Retiring                    Guarantor.   20.10.   Additional security            This guarantee is in addition and is not in any way prejudiced by any other guarantee or           security now or subsequently held by any Finance Party.   20.11.   Guarantee Limitations - General            This guarantee does not apply to any liability to the extent that it would result in this           guarantee constituting unlawful financial assistance within the meaning of Section 678 or           679 of the Companies Act 2006 or, as applicable, section 82 of the Companies Act 2014 of           Ireland and, with respect to any Additional Guarantor, is subject to any limitations set out in           the Accession Letter applicable to such Additional Guarantor. In particular, but without           limiting the generality of the foregoing provisions, it is agreed that any guarantee and           indemnity by Schuh Ireland in terms of this Clause 20 shall not include the payment of any           arrangement fee payable under this Agreement (or any agreement amending or varying           the terms of this Agreement) or the payment of any fees, costs or expenses payable by           any member of the Group in connection with the Acquisition Agreement or with this           Agreement (or any agreement amending or varying the terms of this Agreement).                                       EH8227013.9                                                                                99   





 






                                                                                          SECTION 8                                                               REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT   21.      REPRESENTATIONS   21.1.    General            (a)      Each Obligor makes the representations and warranties set out in this Clause 21                    to each Finance Party.   21.2.    Status            (a)      It and each of its Subsidiaries is a limited liability corporation, duly incorporated                    and validly existing under the law of its jurisdiction of incorporation.            (b)      It and each of its Subsidiaries has the power to own its assets and carry on its                    business as it is being conducted.   21.3.    Binding obligations            Subject to the Legal Reservations and to any of the matters specified in paragraphs (a) to           (d) inclusive of Clause 21.9:            (a)      the obligations expressed to be assumed by it in each Transaction Document to                    which it is a party are legal, valid, binding and enforceable obligations; and            (b)      (without limiting the generality of paragraph (a) above), each Transaction                    Security Document to which it is a party creates the security interests which that                    Transaction Security Document purports to create and those security interests                    are valid and effective.   21.4.    Non-conflict with other obligations            The entry into and performance by it of, and the transactions contemplated by, the           Transaction Documents and the granting of the Transaction Security do not and will not           conflict with:             (a)      any law or regulation applicable to it;            (b)      the constitutional documents of any member of the Group; or            (c)      any agreement or instrument binding upon it or any member of the Group or any                    of its or any member of the Group's assets or constitute a default or termination                    event (however described) under any such agreement or instrument.    EH8227013.9                                                                               100   





 






                                                 21.5.    Power and authority            (a)      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 Transaction                    Documents to which it is or will be a party and the transactions contemplated by                    those Transaction Documents.            (b)      No limit on its powers will be exceeded as a result of the borrowing, grant of                    security or giving of guarantees or indemnities contemplated by the Transaction                    Documents to which it is a party.   21.6.    Validity and admissibility in evidence            (a)      All Authorisations required or desirable:                     (i)     to enable it lawfully to enter into, exercise its rights and comply with its                            obligations in the Transaction Documents to which it is a party; and                     (ii)    to make the Transaction Documents to which it is a party admissible in                            evidence in its Relevant Jurisdictions,                     have been obtained or effected and are in full force and effect.            (b)      All Authorisations necessary for the conduct of the business, trade and ordinary                    activities of members of the Group have been obtained or effected and are in full                    force and effect to the extent that failure to obtain or effect those Authorisations                    has or would reasonably be expected to have a Material Adverse Effect.   21.7.    Governing law and enforcement            (a)      Subject to the Legal Reservations, the choice of governing law of the Finance                    Documents will be recognised and enforced in its Relevant Jurisdictions.            (b)      Subject to the Legal Reservations, 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 Jurisdictions.   21.8.    Insolvency            No:            (a)      corporate action, legal proceeding or other procedure or step described in                    paragraph (a) of Clause 25.7 (Insolvency proceedings); or             (b)      creditors' process described in Clause 25.8 (Creditors' process),            has been taken or, to the knowledge of the Parent, threatened in relation to a member of           the Group and none of the circumstances described in Clause 25.6 (Insolvency) applies to           a member of the Group.    EH8227013.9                                                                               101   





 






                                                 21.9.    No filing or stamp taxes            Under the laws of its 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, notarial or similar Taxes or fees be paid on or in relation to the Finance           Documents or the transactions contemplated by the Finance Documents except:            (a)      registration of particulars of the Transaction Security Documents at Companies                    House in Scotland under Section 859A of the Companies Act 2006 and the                    Companies Registration Office of Ireland and payment of associated fees;            (b)      registration of particulars of the Irish Law Mortgage Debenture at the Companies                    Registration Office in Ireland under section 409 of the Companies Act 2014 of                    Ireland;            (c)      filing of the declaration or declarations (as the case may be) by directors (and, in                    the case of an Obligor incorporated in Ireland, section 82 of the Companies Act                    2014 of Ireland) copies of which are delivered to the Agent in respect of the Fifth                    Amendment and Restatement Agreement at the Companies Registration Office                    in Ireland;            (d)      registration of the Standard Security at the Land Register of Scotland and                    payment of associated fees,            which registrations, filings, taxes and fees will be made and paid promptly after the date of           the relevant Finance Document.   21.10.   Deduction of Tax            It is not required to make any deduction for or on account of Tax from any payment it may           make under any Finance Document to a Lender which is a Qualifying Lender.   21.11.   No default            (a)      No Event of Default and, on the date of this Agreement, no Default is continuing                    or is reasonably likely to result from the making of any Utilisation or the entry into,                    the performance of, or any transaction contemplated by, any Transaction                    Document.            (b)      No other event or circumstance is outstanding which constitutes (or, with the                    expiry of a grace period, the giving of notice, the making of any determination or                    any combination of any of the foregoing, would constitute) a default or                    termination event (however described) 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 is reasonably likely to have a                    Material Adverse Effect.    EH8227013.9                                                                               102   





 






                                                 21.12.   No misleading information            Save as disclosed in writing to the Agent prior to the date of this Agreement:            (a)      to the best of its knowledge and belief (having made due and diligent enquiry),                    any factual information contained in the Information Package was true and                    accurate in all material respects as at the date of the relevant report or document                    containing the information or (as the case may be) as at the date the information                    is expressed to be given;            (b)      the Business Plan has been prepared in accordance with the Accounting                    Principles as applied to the Original Financial Statements, and the financial                    projections contained in the Business Plan have been prepared on the basis of                    recent historical information, are fair and based on reasonable assumptions and                    have been approved by the board of directors of SGL;            (c)      any financial projection or forecast contained in the Information Package has                    been prepared on the basis of recent historical information and on the basis of                    reasonable assumptions and was fair (as at the date of the relevant report or                    document containing the projection or forecast) and arrived at after careful                    consideration;              (d)      the expressions of opinion or intention provided by or on behalf of an Obligor for                    the purposes of the Information Package were made after careful consideration                    and (as at the date of the relevant report or document containing the expression                    of opinion or intention) were fair and based on reasonable grounds;            (e)      to the best of its knowledge and belief (having made due and diligent enquiry), no                    event or circumstance has occurred or arisen and no information has been                    omitted from the Information Package and no information has been given or                    withheld that results in the information, opinions, intentions, forecasts or                    projections contained in the Information Package being untrue or misleading in                    any material respect;            (f)      to the best of its knowledge and belief (having made due and diligent enquiry), all                    material information provided to a Finance Party by or on behalf of the Parent on                    or before the date of this Agreement  and not superseded before that date                    (whether or not contained in the Information Package) is accurate and not                    misleading in any material respect and all projections provided to any Finance                    Party on or before the date of this Agreement have been prepared in good faith                    on the basis of assumptions which were reasonable at the time at which they                    were prepared and supplied; and            (g)      to the best of its knowledge and belief (having made due and diligent enquiry), all                    other written information provided by any member of the Group (including its                    advisers) to a Finance Party or the provider of any Report was true, complete                    and accurate in all material respects as at the date it was provided and is not                    misleading in any respect.   EH8227013.9                                                                               103   





 






                                                 21.13.   Financial Statements            (a)      Its Original Financial Statements were prepared in accordance with the                    Accounting Principles consistently applied.            (b)      Its unaudited Original Financial Statements fairly present its financial condition                    and results of operations for the relevant month or financial quarter unless                    expressly disclosed to the Agent in writing to the contrary prior to the date of this                    Agreement.            (c)      Its audited Original Financial Statements give a true and fair view of its financial                    condition and results of operations during the relevant financial year unless                    expressly disclosed to the Agent in writing to the contrary prior to the date of this                    Agreement.            (d)      To the best of its knowledge and belief (having made due and diligent enquiry),                    there has been no material adverse change in its assets, business or financial                    condition (or the assets, business or consolidated financial condition of the                    Group, in the case of the Parent) since the date of the Original Financial                    Statements.            (e)      Its most recent financial statements delivered pursuant to Clause 22.1 (Financial                    Statements):                     (i)     have been prepared in accordance with the Accounting Principles as                            applied to the Original Financial Statements and the Business Plan; and                     (ii)    give a true and fair view of (if audited) or fairly present (if unaudited) its                            consolidated financial condition as at the end of, and consolidated                            results of operations for, the period to which they relate.              (f)      The budgets and forecasts supplied under this Agreement were arrived at after                    careful consideration and have been prepared in good faith on the basis of recent                    historical information and on the basis of assumptions which were reasonable as                    at the date they were prepared and supplied.              (g)      Since the date of the most recent financial statements delivered pursuant to                    Clause 22.1 (Financial Statements) there has been no material adverse change                    in the assets, business or financial condition of the Group.     21.14.   No proceedings pending or threatened            Other than as disclosed to the Agent prior to the date of this Agreement, no litigation,           arbitration or administrative proceedings or investigations of, or before, any court, arbitral           body or agency which, if adversely determined, are reasonably likely to have a Material           Adverse Effect have (to the best of its knowledge and belief (having made due and careful           enquiry)) been started or threatened against it or any of its Subsidiaries.    EH8227013.9                                                                               104   





 






                                                 21.15.   No breach of laws            (a)      It has not (and none of its Subsidiaries has) breached any law or regulation which                    breach has or is reasonably likely to have a Material Adverse Effect.              (b)      No labour disputes are current or, to the best of its knowledge and belief (having                    made due and careful enquiry), threatened against any member of the Group                    which have or are reasonably likely to have a Material Adverse Effect.   21.16.   Environmental laws            (a)      Each member of the Group is in compliance with Clause 24.3   (Environmental                    compliance) and to the best of its knowledge and belief (having made due and                    careful enquiry) no circumstances have occurred which would prevent such                    compliance in a manner or to an extent which has or is reasonably likely to have                    a Material Adverse Effect.            (b)      No Environmental Claim has been commenced or (to the best of its knowledge                    and belief (having made due and careful enquiry)) is threatened against any                    member of the Group where that claim has or is reasonably likely, if determined                    against that member of the Group, to have a Material Adverse Effect.   21.17.   Taxation            (a)      It is not (and none of its Subsidiaries is) materially overdue in the filing of any Tax                    returns and it is not (and none of its Subsidiaries is) overdue in the payment of                    any amount in respect of Tax of £100,000 (or its equivalent in any other currency)                    or more.            (b)      No claims or investigations are being, or are reasonably likely to be, made or                    conducted against it (or any of its Subsidiaries) with respect to Taxes such that a                    liability of, or claim against, any member of the Group of £100,000 (or its                    equivalent in any other currency) or more is reasonably likely to arise.            (c)      It is resident for Tax purposes only in the jurisdiction of its incorporation.   21.18.   Security and Financial Indebtedness            (a)      No Security or Quasi-Security exists over all or any of the present or future                    assets of any member of the Group other than as permitted by this Agreement.            (b)      No member of the Group has any Financial Indebtedness outstanding other than                    as permitted by this Agreement.   21.19.   Ranking            The Transaction Security has or will have first ranking priority and it is not subject to any           prior ranking or pari passu ranking Security.    EH8227013.9                                                                               105   





 






                                                 21.20.   Good title to assets            It and each of its Subsidiaries has a good, valid and marketable title to, or valid leases or           licences of, and all appropriate Authorisations to use, the assets necessary to carry on its           business as presently conducted.   21.21.   Legal and beneficial ownership            It and each of its Subsidiaries is the sole legal and beneficial owner of the respective           assets over which it purports to grant Security.   21.22.   Shares            The shares of any member of the Group which are subject to the Transaction Security are           fully paid and not subject to any option to purchase or similar rights.  The constitutional           documents of companies whose shares are subject to the Transaction Security do not and           could not restrict or inhibit any transfer of those shares on creation or enforcement of the           Transaction Security.  Other than in relation to share options granted or to be granted to           employees in terms of any share option schemes operated by the Group, there are no           agreements in force which provide for the issue or allotment of, or grant any person the           right to call for the issue or allotment of, any share or loan capital of any member of the           Group (including any option or right of pre-emption or conversion).   21.23.   Intellectual Property            It and each of its Subsidiaries:            (a)      is the sole legal and beneficial owner of or has licensed to it on normal                    commercial terms all the Intellectual Property which is material in the context of                    its business and which is required by it in order to carry on its business as it is                    being conducted and as contemplated in the Business Plan;            (b)      does not (nor does any of its Subsidiaries), in carrying on its businesses, infringe                    any Intellectual Property of any third party in any respect which has or is                    reasonably likely to have a Material Adverse Effect; and            (c)      has taken all formal or procedural actions (including payment of fees) required to                    maintain any material Intellectual Property owned by it.     21.24.   Not restated   21.25.   Obligors            The Parent has no Subsidiaries other than the Obligors where to do so would breach           Clause 24.36 (Guarantors).   21.26.   Accounting reference date            The Accounting Reference Date of each member of the Group is 31 January.   EH8227013.9                                                                               106   





 






                                                 21.27.   Equity Documents            Not restated.    21.28.   Centre of main interests and establishments            For the purposes of The Council of the European Union Regulation No. 1346/2000 on           Insolvency Proceedings (the "Regulation"), its centre of main interest (as that term is used           in Article 3(1) of the Regulation) is situated in its jurisdiction of incorporation and it has no           "establishment" (as that term is used in Article 2(h) of the Regulations) in any other           jurisdiction.   21.29.   Pensions            (a)      Neither it nor any of its Subsidiaries is or has at any time been an employer (for                    the purposes of Sections 38 to 51 of the Pensions Act 2004) of an occupational                    pension scheme which is not a money purchase scheme (both terms as defined                    in the Pensions Schemes Act 1993).            (b)      Neither it nor any of its Subsidiaries is or has at any time been "connected" with                    or an "associate" of (as those terms are used in Sections 39 and 43 of the                    Pensions Act 2004) such an employer.   21.30.   Sanctions and Anti-Corruption Law Representations            (a)      Each Obligor and each of their respective directors, officers and employees are                    in compliance with Anti-Corruption Laws applicable to it in all material respects.            (b)      No Utilisation, use of proceeds or other transaction contemplated by this                    Agreement will violate Anti-Corruption Laws.            (c)      No Obligor or member of the Group (nor any director, officer, employee, affiliate,                    agent or representative of the Obligor or a member of the Group) is a Designated                    Person, is owned or controlled by a Designated Person, acts directly or indirectly                    on behalf of a Designated Person or is otherwise a direct or indirect target of a                    Sanctions Regime.             (d)      No Obligor (and the Parent has ensured and will ensure that no other member of                    the Group) has breached, will breach, or will cause any Finance Party to breach                    any Sanctions Regime.             (e)      No Obligor (and the Parent has ensured that no other member of the Group) has                    permitted or authorised or shall permit or authorise any person to, directly or                    indirectly, use, lend, make payments of, contribute or otherwise make available,                    all or any part of the proceeds of any Loan or other transaction(s) contemplated                    by this Agreement to fund any trade, business or other activities:                     (i)     relating to, for any purpose involving, or for the benefit of any                            Designated Person; or   EH8227013.9                                                                               107   





 






                                                                   (ii)    in any manner that would reasonably be expected to result in an Obligor                            or any member of the Group breaching any Sanctions Regime or                            becoming a Designated Person.             (f)      No Obligor (and the Parent has ensured that no other member of the Group) is or                    has ever been subject to any claim, proceeding, formal notice or investigation                    with respect to a breach or alleged breach of any Sanctions Regime.             (g)      No Obligor (and the Parent has ensured that no other member of the Group) is                    engaging or has engaged in any transaction that evades or avoids, or has the                    purpose of evading or avoiding, or attempts to breach, directly or indirectly, any                    Sanctions Regime.             (h)      The Properties are not currently subject to any Sanctions Regime nor will the                    ownership, operation, possession, use, leasing or any other dealing in respect of                    the Properties by a Borrower or any member of the Group contravene any                    Sanctions Regime or provide a basis for the Properties or a Borrower or any                    member of the Group to be designated as subject to any Sanctions Regime.            (i)      Any provision of this Clause 21.30    (Sanctions  and Anti-Corruption Law                    Representations) shall not apply to any person if and to the extent that it is or                    would be unenforceable by or in respect of that person by reason of breach of                    any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996                    protecting against the effects of the extra-territorial application of legislation                    adopted by a third country, and actions based thereon or resulting therefrom (the                    "Blocking Regulation") (or any law or regulation implementing such Regulation in                    any member state of the European Union or the United Kingdom).  For the                    avoidance of any doubt, nothing in this Clause 21.30   (Sanctions and Anti-                   Corruption Law Representations) is intended or should be interpreted or                    construed, as inducing any party to act in a manner that would be in breach of                    any provision of the Blocking Regulation.    21.31.   PSC Register            No company whose shares constitute Charged Property has issued any warning notice or           restrictions notice under Schedule 1B of the Companies Act 2006 and no circumstances           exist which entitle any such company to issue any such notice.   21.32.   Group Material Property            It and its Subsidiaries are the sole legal and beneficial owners (or, as the case may be,           have licensed to it on normal commercial terms) all of the Group Material Property.   21.33.   Times when representations made            (a)      All the representations and warranties in this Clause 21 are made by each                    Obligor on the date of this Agreement.    EH8227013.9                                                                               108   





 






                                                          (b)      The Repeating Representations are deemed to be made by each Obligor, and                    the Genesco Guarantee Repeating Representations are deemed to be made by                    Genesco, in each case on the date of each Utilisation Request, on each                    Utilisation Date and on the first day of each Interest Period (except that those                    contained in paragraphs (a) – (c) of Clause 21.13 (Original Financial Statements)                    will cease to be so made once subsequent financial statements have been                    delivered under this Agreement).            (c)      All the representations and warranties in this Clause 21 except Clause 21.12 (No                    misleading information) are deemed to be made by each Additional Obligor on                    the day on which it becomes (or it is proposed that it becomes) an Additional                    Obligor.            (d)      Each representation or warranty deemed to be made after the date of this                    Agreement shall be deemed to be made by reference to the facts and                    circumstances existing at the date the representation or warranty is deemed to                    be made.   22.      INFORMATION UNDERTAKINGS            The undertakings in this Clause 22 remain in force from the date of this Agreement for so           long as any amount is outstanding under the Finance Documents or any Commitment is in           force.   22.1.    Financial statements            The Parent shall supply to the Agent in sufficient copies for all the Lenders:            (a)      as soon as they are available, but in any event within 120 days after the end of                    each of its Financial Years:                     (i)     its audited consolidated financial statements for that Financial Year;                     (ii)    the audited financial statements (consolidated if appropriate) of each                            Obligor for that Financial Year; and                     (iii)   the audited financial statements of any other Subsidiary for that                            Financial Year if requested by the Agent;             (b)      at any time when (by reference to the level of EBITDA and Cashflow disclosed in                    any financial statements provided to the Agent in terms of this Agreement) the                    financial performance of the Group is below that anticipated in the Budget for the                    relevant period by more than 15%, as soon as they are available, but in any                    event within 30 days after the end of each Accounting Period, its financial                    statements on a consolidated basis for that Accounting Period (to include                    cumulative management accounts for the Financial Year to date); and    EH8227013.9                                                                               109   





 






                                                          (c)      as soon as they are available, but in any event within 30 days after the last date                    of each month its Monthly Financial Statements on a consolidated basis for that                    month (to include cumulative management accounts for the Financial Year to                    date).   22.2.    Provision and contents of Compliance Certificate            (a)      The Parent shall supply a Compliance Certificate to the Agent with each set of its                    audited consolidated Annual Financial Statements and each set of its Monthly                    Financial Statements in respect of each Quarter Date.            (b)      The Compliance Certificate shall, amongst other things, set out (in reasonable                    detail) computations as to compliance with Clause 23 (Financial Covenants).            (c)      Each Compliance Certificate shall be signed by one director of the Parent (as                    applicable).   22.3.    Requirements as to financial statements            (a)      The Parent shall procure that each set of Annual Financial Statements, and                    Monthly Financial Statements includes a balance sheet, profit and loss account                    and cashflow statement.  In addition the Parent shall procure that:                     (i)     each set of Annual Financial Statements shall be audited by the                            Auditors;                      (ii)    each set of Monthly Financial Statements is accompanied by a narrative                            by the finance director of the Parent commenting on the performance of                            the Group for the Accounting Period to which the financial statements                            relate and the Financial Year to date and any material developments or                            proposals affecting the Group or its business.            (b)      Each set of financial statements delivered pursuant to Clause 22.1 (Financial                    statements):                      (i)     shall be certified by a director of the relevant company as giving a true                            and fair view of (in the case of Annual Financial Statements for any                            Financial Year), or fairly representing (in other cases), its financial                            condition and operations as at the date as at which those financial                            statements were drawn up;                     (ii)    in the case of consolidated financial statements of the Group, shall be                            accompanied by a narrative comparing actual performance for the                            period to which the financial statements relate to the projected                            performance for that period set out in the Budget; and                     (iii)   shall be prepared using the Accounting Principles, accounting practices                            and financial reference periods consistent with those applied in the    EH8227013.9                                                                               110   





 






                                                                           preparation of the Original Financial Statements for that Obligor unless,                            in relation to any set of financial statements, the Parent notifies the                            Agent that there has been a change in the Accounting Principles or the                            accounting practices and its Auditors (or, if appropriate, the Auditors of                            the Obligor) deliver to the Agent:                              (A)      a description of any change necessary for those financial                                      statements to reflect the Accounting Principles or accounting                                      practices upon which the relevant Obligor's Original Financial                                      Statements were prepared; and                              (B)      sufficient information, in form and substance as may be                                      reasonably required by the Agent, to enable the Lenders to                                      determine whether Clause 23 (Financial covenants) has been                                      complied with and to make an accurate comparison between                                      the financial position indicated in those financial statements                                      and the relevant Obligor's Original Financial Statements.                             Any reference in this Agreement to any financial statements shall be                            construed as a reference to those financial statements as adjusted to                            reflect the basis upon which the Original Financial Statements were                            prepared.            (c)      If the Agent wishes to discuss the financial position of any member of the Group                    with the Auditors, the Agent may notify the Parent, stating the questions or issues                    which the Agent wishes to discuss with the Auditors.  In this event, the Parent                    must ensure that the Auditors are authorised (at the expense of the Parent):                     (i)     to discuss the financial position of each member of the Group with the                            Agent on request from the Agent; and                     (ii)    to disclose to the Agent for the Finance Parties any information which                            the Agent may reasonably request.     22.4.    Budget            (a)      The Parent shall supply to the Agent, in sufficient copies for all the Lenders, as                    soon as the same become available but in any event within 60 days after the                    start of each of its Financial Years, an annual Budget for that financial year.              (b)      The Parent shall ensure that each Budget for a financial year:                     (i)     is in a form reasonably acceptable to the Agent and includes a                            projected consolidated profit and loss, balance sheet and cashflow                            statement for the Group, projected financial covenant calculations and                            projected Capital Expenditure (including, without limitation, any such                            Capital Expenditure incurred using funds provided for the purpose by    EH8227013.9                                                                               111   





 






                                                                           the UK Acquisition Company) for that financial year and each Financial                            Quarter of that financial year;                     (ii)    is prepared in accordance with the Accounting Principles and the                            accounting practices and financial reference periods applied to financial                            statements under Clause 22.1 (Financial statements); and                     (iii)   has been approved by the board of directors of the Parent.            (c)      If the Parent updates or changes the Budget, it shall within not more than five                    days of the update or change being made deliver to the Agent, in sufficient                    copies for each of the Lenders, such updated or changed Budget together with a                    written explanation of the main changes in that Budget.   22.5.    Presentations            Once in every financial year, or more frequently if requested to do so by the Agent if the           Agent reasonably suspects a Default is continuing or may have occurred or may occur, at           least two directors of the Parent (one of whom shall be the finance director) must give a           presentation to the Finance Parties about:            (a)      the on-going business and financial performance of the Group; and            (b)      any other matter which a Finance Party may reasonably request.   22.6.    Year-end            (a)      The Parent shall not change its Accounting Reference Date and shall procure                    that (other than to 31 January) no member of the Group changes its Accounting                    Reference Date.            (b)      The Parent shall procure that each Accounting Period ends on an accounting                    date for the purposes of the preparation of the financial statements of the Group.     22.7.    Information: miscellaneous            The Parent shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so           requests):            (a)      at the same time as they are dispatched, copies of all documents dispatched by                    the Parent to its shareholders generally (or any class of them) or dispatched by                    the Parent or any Obligors to its creditors generally (or any class of them);            (b)      promptly upon becoming aware of them, the details of any litigation, arbitration or                    administrative proceedings which are current, threatened or pending against any                    member of the Group, and which, if adversely determined, are reasonably likely                    to have a Material Adverse Effect or which would involve a liability, or a potential                    or alleged liability, exceeding £100,000 (or its equivalent in other currencies);    EH8227013.9                                                                               112   





 






                                                          (c)      promptly upon becoming aware of them, the details of any judgment or order of a                    court, arbitral tribunal or other tribunal or any order or sanction of any                    governmental or other regulatory body which is made against any member of the                    Group and which is reasonably likely to have a Material Adverse Effect or which                    would involve a liability, or a potential or alleged liability, exceeding £100,000 (or                    its equivalent in other currencies);            (d)      promptly upon becoming aware of the relevant disposal or claim, details of any                    disposal or insurance claim which will require a prepayment under Clause 9.2                    (Disposal and Insurance Proceeds);            (e)      at the same time as each board pack in relation to any proposed new store                    opening is distributed to the board of directors of the Parent or any other member                    of the Group, a copy of that board pack;            (f)      promptly, such information as the Security Trustee may reasonably require about                    the Charged Property and compliance of the Obligors with the terms of any                    Transaction Security Documents; and            (g)      promptly on request, such further information regarding the financial condition,                    assets and operations of the Group and/or any member of the Group (including                    any requested amplification or explanation of any item in the financial statements,                    budgets or other material provided by any Obligor under this Agreement, any                    changes to Senior Management and an up to date copy of its shareholders'                    register (or equivalent in its jurisdiction of incorporation)) as any Finance Party                    through the Agent may reasonably request.   22.8.    Notification of default            (a)      Each Obligor shall notify the Agent of any Default (and the steps, if any, being                    taken to remedy it) promptly upon becoming aware of its occurrence (unless that                    Obligor is aware that a notification has already been provided by another                    Obligor).            (b)      Promptly upon a request by the Agent, the Parent shall supply to the Agent a                    certificate signed by one of its directors or senior officers on its behalf 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).   22.9.    "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                            date of this Agreement;    EH8227013.9                                                                               113   





 






                                                                   (ii)    any change in the status of an Obligor (or a Holding Company of an                            Obligor) or the composition of the shareholders of an Obligor (or a                            Holding Company of an Obligor) after the date of this Agreement; or                     (iii)   a proposed assignment or transfer by a Lender of any of its rights                            and/or obligations under this Agreement to a party that is not a Lender                            prior to such assignment or transfer,                     obliges the Agent or any Lender (or, in the case of paragraph (iii) above, any                    prospective new Lender) to comply with "know your customer" or similar                    identification procedures in circumstances where the necessary information is not                    already available to it, each Obligor shall promptly upon the request of the Agent                    or any Lender supply, or procure the supply of, such documentation and other                    evidence as is reasonably requested by the Agent (for itself or on behalf of any                    Lender) or any Lender (for itself or, in the case of the event described in                    paragraph (iii) above, on behalf of any prospective new Lender) in order for the                    Agent, such Lender or, in the case of the event described in paragraph (iii)                    above, any prospective new Lender to carry out and be satisfied it has complied                    with all necessary "know your customer" or other similar checks under all                    applicable laws and regulations pursuant to the transactions contemplated in the                    Finance Documents.            (b)      Each Lender shall promptly upon the request of the Agent supply, or procure the                    supply of, such documentation and other evidence as is reasonably requested by                    the Agent (for itself) in order for the Agent to carry out and be satisfied it has                    complied with all necessary "know your customer" or similar checks under all                    applicable laws and regulations pursuant to the transactions contemplated in the                    Finance Documents.            (c)      The Parent shall, by not less than 10 Business Days' prior written notice to the                    Agent, notify the Agent (which shall promptly notify the Lenders) of its intention to                    request that one of its Subsidiaries becomes an Additional Obligor pursuant to                    Clause 27 (Changes to the Obligors).            (d)      Following the giving of any notice pursuant to paragraph (c) above, if the                    accession of such Additional Obligor obliges the Agent or any Lender to comply                    with "know your customer" or similar identification procedures in circumstances                    where the necessary information is not already available to it, the Parent shall                    promptly upon the request of the Agent or any Lender supply, or procure the                    supply of, such documentation and other evidence as is reasonably requested by                    the Agent (for itself or on behalf of any Lender) or any Lender (for itself or on                    behalf of any prospective new Lender) in order for the Agent or such Lender or                    any prospective new Lender to carry out and be satisfied it has complied with all                    necessary "know your customer" or other similar checks under all applicable laws                    and regulations pursuant to the accession of such Subsidiary to this Agreement                    as an Additional Obligor.    EH8227013.9                                                                               114   





 






                                                 23.      FINANCIAL COVENANTS   23.1.    Financial definitions            In this Agreement:            "Cashflow" means, in respect of any Relevant Period, EBITDA for that Relevant Period           after:            (a)      adding the amount of any decrease (and deducting the amount of any increase)                    in Working Capital for that Relevant Period;             (b)      adding the amount of any cash receipts (and deducting the amount of any cash                    payments) during that Relevant Period in respect of any Exceptional Items not                    already taken account of in calculating EBITDA for any Relevant Period (other                    than, in the case of cash receipts, Relevant Proceeds);            (c)      adding the amount of any cash receipts during that Relevant Period in respect of                    any Tax rebates or credits and deducting the amount actually paid or due and                    payable in respect of Taxes during that Relevant Period by any member of the                    Group;            (d)      adding the amount of any increase in provisions, other non-cash debits and other                    non-cash charges (which are not Current Assets or Current Liabilities) and                    deducting the amount of any non-cash credits (which are not Current Assets or                    Current Liabilities) in each case to the extent taken into account in establishing                    EBITDA;            (e)      deducting the amount of any Capital Expenditure actually made during that                    Relevant Period by any member of the Group (other than any amounts                    contributed for such purpose by the UK Acquisition Company in accordance with                    the terms of Clause 24.30(a)) less, to the extent not already taken into account in                    determining EBITDA, any landlords' inducements actually received in cash;            (f)      adding the amount of any New Shareholder Injections permitted to be included in                    Cashflow pursuant to Clause 23.4 (Equity Cure),            and so that no amount shall be added (or deducted) more than once and there shall be           excluded the effect of all cash movements associated with the Deal Costs.            "Cashflow Cover" means the ratio of Cashflow to Debt Service in respect of any Relevant           Period.            "Current Assets" means the aggregate (on a consolidated basis) of all inventory, work in           progress, trade and other receivables of each member of the Group including prepayments           in relation to operating items and sundry debtors (but excluding Cash) maturing within           twelve months from the date of computation but excluding amounts in respect of:            (a)      receivables in relation to Tax;   EH8227013.9                                                                               115   





 






                                                          (b)      Exceptional Items and other non-operating items;             (c)      any interest owing to any member of the Group; and            (d)      prepaid Deal Costs.             "Current Liabilities" means the aggregate (on a consolidated basis) of all liabilities           (including trade creditors, accruals and provisions) of each member of the Group falling           due within twelve months from the date of computation but excluding amounts in respect           of:            (a)      liabilities for Financial Indebtedness and Finance Charges;            (b)      liabilities for Tax;            (c)      Exceptional Items and other non-operating items; and            (d)      liabilities in relation to dividends declared but not paid by the Parent or by a                    member of the Group in favour of a person which is not a member of the Group.            "Debt Service" means, in respect of any Relevant Period, the aggregate of:            (a)      Finance Charges for that Relevant Period;             (b)      the aggregate of all scheduled repayments of Financial Indebtedness falling due                    during that Relevant Period  but excluding:                     (i)     any amounts falling due under the Working Capital Facility Letter,                            Facility C, Facility D or any other overdraft or revolving facility and                            which were available for simultaneous redrawing according to the terms                            of that facility;  and                     (ii)    any such obligations owed to any member of the Group;             (a)      all payments made in that Relevant Period falling within the definition of                    "Permitted Payment", other than under paragraph (a) of that definition; and            (b)      the amount of the capital element of any payments in respect of that Relevant                    Period payable under any Finance Lease entered into by any member of the                    Group,            and so that no amount shall be included more than once.            "EBIT" means, in respect of any Relevant Period, the consolidated operating profit of the           Group before taxation:            (a)      before deducting any Finance Charges;            (b)      not including any accrued interest owing to any member of the Group;     EH8227013.9                                                                               116   





 






                                                          (c)      before taking into account any Exceptional Items;            (d)      before deducting any Deal Costs;            (e)      excluding  the amount of any profit of any member of the Group which is                    attributable to minority interests;             (f)      before taking into account  any unrealised gains or losses on any financial                    instrument (other than any derivative instrument which is accounted for on a                    hedge accounting basis);            (g)      before taking into account    any gain or loss arising from an upward or                    downward revaluation of any other asset;            (h)      before deducting any amount that in accordance with the Accounting Principles                    is required to be deducted from the operating profits of the Group but which is in                    fact attributable to payments to be made by the UK Acquisition Company to                    either of Colin Temple or Mark Crutchley in accordance with the terms of the                    Acquisition Agreement;            in each case, to the extent added, deducted or taken into account, as the case may be, for           the purposes of determining operating profits of the Group before taxation.              "EBITDA" means, in respect of any Relevant Period, EBIT for that Relevant Period after           adding back  any amount attributable to the amortisation, depreciation or impairment of           assets of members of the Group.            "Exceptional Items" means any material items of an unusual or non-recurring nature           which represent gains or losses including those arising on:            (a)      the restructuring of the activities of an entity and reversals of any provisions for                    the cost of restructuring;            (b)      disposals, revaluations or impairment of non-current assets;             (c)      disposals of assets associated with discontinued operations; and            (d)      the termination of any Treasury Transaction.             "Finance Charges" means, for any Relevant Period, the aggregate amount of the accrued           interest, commission, fees, discounts, prepayment fees, premiums or charges and other           finance payments in respect of Financial Indebtedness whether paid or payable by any           member of the Group (calculated on a consolidated basis) in respect of that Relevant           Period:            (a)      including the interest (but not the capital) element of payments in respect of                    Finance Leases;    EH8227013.9                                                                               117   





 






                                                          (b)      including any commission, fees, discounts and other finance payments payable                    by (and deducting any such amounts payable to) any member of the Group                    under any interest rate hedging arrangement;            (c)      excluding any Deal Costs,            and so that no amount shall be added (or deducted) more than once.            "Financial Quarter" means the period commencing on the day after one Quarter Date and           ending on the next Quarter Date.            "Financial Year" means the annual accounting period of the Group ending on or about 31           January.            "Interest Cover" means the ratio of EBITDA to Finance Charges in respect of any           Relevant Period.            "Leverage" means, in respect of any Relevant Period, the ratio of Total Net Debt on the           last day of that Relevant Period to EBITDA in respect of that Relevant Period.            "New Shareholder Injection" means the aggregate amount of cash subscribed for by any           Holding Company of the Parent for ordinary shares in the Parent or for subordinated loan           notes (or other subordinated debt instruments) in the Parent, such subordination to be on           terms acceptable to the Lenders.            "Quarter Date" means 31 January, 30 April, 31 July and 31 October (or such other date as           represents the last trading Saturday in the relevant month or the next month as set out in           the Genesco Closing Schedule) in each year.            "Relevant Period" means the period of 12 months ending on a Quarter Date.             "Relevant Proceeds" means Disposal Proceeds or Insurance Proceeds (each as defined           in Clause 9.2 (Disposal, Insurance Proceeds)).              "Total Net Debt" means, at any time, the aggregate amount of all obligations of members           of the Group for or in respect of Financial Indebtedness at that time but:            (a)      excluding any such obligations to any other member of the Group;            (b)      including, in the case of Finance Leases only, their capitalised value;             (c)      excluding any amount falling within paragraph (f) (Treasury Transactions) of the                    definition of Financial Indebtedness; and            (d)      deducting the aggregate amount of Cash held by any member of the Group at                    that time,            and so that no amount shall be included or excluded more than once.    EH8227013.9                                                                               118   





 






                                                          "Working Capital" means, on any date, Current Assets less Current Liabilities.     23.2.    Financial condition            The Parent shall ensure that:            (a)      Not restated.            (b)      Interest Cover:  Interest Cover in respect of any Relevant Period shall be not less                    than 4.5:1.            (c)      Leverage:  Leverage in respect of any Relevant Period ending on a Quarter Date                    shall not exceed 1.75:1.   23.3.    Financial testing            The financial covenants set out in Clause 23.2 (Financial condition) shall be calculated in           accordance with the Accounting Principles as applied to the Original Financial Statements           and tested by reference to each of the Parent's financial statements delivered pursuant to           paragraphs (a)(i) and (b) of Clause 22.1 (Financial Statements) and/or each Compliance           Certificate delivered pursuant to Clause 22.2 (Provision and contents of Compliance           Certificate).    23.4.    Equity Cure            (a)      In the event of any breach of any of the financial covenants in Clause 23.2                    (Financial condition) (each a "Financial Covenant") for any Relevant Period                    ending on a Quarter Date (the "Relevant Quarter  Date"), SGL may, not later                    than 15 Business Days (the "Reference Date") after the last date for delivery of                    the Compliance Certificate for that Relevant Period, inject into the Group the                    cash proceeds of any New Shareholder Injection (the "Cure Amount") to remedy                    non-compliance with a Financial Covenant.            (b)      The effect of the Cure Amount shall (subject to the provisions of this Clause) be                    that each Financial Covenant is recalculated to give effect to the following                    adjustments:                     (i)     for the purpose of calculating Cashflow Cover, the Cure Amount shall                            either (at the option of the Parent):                             (A)      be included in the calculation of Cashflow for that Relevant                                     Period and (unless and until it is released to the Parent in                                     terms of paragraph (e) below) the next three Relevant                                     Periods; or                             (B)      reduce Total Net Debt as at the start of the Relevant Period in                                     which the non-compliance occurred and (unless and until it is                                     released to the Parent in terms of paragraph (e) below) the                                     next three Relevant Periods, and Debt Service shall be   EH8227013.9                                                                               119   





 






                                                                                    recalculated for such Relevant Periods on a pro forma basis                                     as if the Total Net Debt has been so reduced (and applied                                     against Facility A, Facility B, Facility C and Facility D in                                     accordance with the terms of Clause 9.3(c));                     (ii)    for the purpose of calculating Leverage, the Cure Amount shall reduce                            Total Net Debt as at the end of that Relevant Period; and                     (iii)   for the purpose of calculating Interest Cover, the Cure Amount shall be                            deemed to have been applied in prepayment of the Facilities at the                            beginning of that Relevant Period and at the beginning of the next three                            Relevant Periods and Finance Charges for that Relevant Period and                            (unless and until it is released to the Parent in terms of paragraph (e)                            below) the next three Relevant Periods shall be recalculated on a pro                            forma basis as if the Facilities had been so reduced.            (c)      If the re-testing of the Financial Covenants after giving effect to paragraphs (a)                    and (b) above demonstrates no breach has occurred in respect of the Relevant                    Period, then the relevant breach shall be deemed to have been remedied.            (d)      A Cure Amount may be injected up to four times over the duration of the Facilities                    and may not be injected in consecutive Financial Quarters.            (e)      The Parent shall procure that each Cure Amount is credited to the Escrow                    Account and shall be retained in the Escrow Account until the date of the Quarter                    Date falling 6 Months after the Relevant Quarter Date at which time it will be                    released to the Parent if the Parent delivers an Escrow Account Certificate to the                    Agent within 5 Business Days of such date. In the event that any Default occurs                    while any amount is held in the Escrow Account or the Parent fails to deliver an                    Escrow Account Certificate to the Agent within 5 Business Days of the date                    falling 6 Months after the Relevant Quarter Date, the balance of the Escrow                    Account may (at the discretion of the Agent, acting on the instructions of the                    Majority Lenders) be applied immediately in or towards permanent prepayment of                    Loans with such amount being applied against the Loans in the same manner as                    voluntary prepayments under Clause 8.3 (Voluntary Prepayment of Term Loans)                    or Clause 8.4 (Voluntary Prepayment of Revolving Loans).              (f)      Any recalculation made under this Clause 23.4 will be solely for the purpose of                    curing a Financial Covenant breach and not for any other purpose such as                    calculation of Margin.   24.      GENERAL UNDERTAKINGS            The undertakings in this Clause 24 remain in force from the date of this Agreement  for so           long as any amount is outstanding under the Finance Documents or any Commitment is in           force.    EH8227013.9                                                                               120   





 






                                                 24.1.    Authorisations            Each Obligor shall promptly:            (a)      obtain, comply with and do all that is necessary to maintain in full force and                    effect; and            (b)      supply certified copies to the Agent of, any Authorisation required under any law                    or regulation of a Relevant Jurisdiction to:                     (i)     enable it to perform its obligations under the Finance Documents;                      (ii)    ensure the legality, validity, enforceability or admissibility in evidence of                            any Finance Document; and                     (iii)   carry on its business where failure to do so has or is reasonably likely to                            have a Material Adverse Effect.   24.2.    Compliance with laws            Each Obligor shall (and the Parent shall ensure that each member of the Group will)           comply in all respects with all laws to which it may be subject, if failure so to comply has or           is reasonably likely to have a Material Adverse Effect.   24.3.    Environmental compliance            Each Obligor shall (and the Parent shall ensure that each member of the Group will):            (a)      comply with all Environmental Law;            (b)      obtain, maintain and ensure compliance with all requisite Environmental Permits;            (c)      implement procedures to monitor compliance with and to prevent liability under                    any Environmental Law,            where failure to do so has or is reasonably likely to have a Material Adverse Effect.   24.4.    Environmental claims            Each Obligor shall (through the Parent), promptly upon becoming aware of the same,           inform the Agent in writing of:            (a)      any Environmental Claim against any member of the Group which is current,                    pending or threatened; and            (b)      any facts or circumstances which are reasonably likely to result in any                    Environmental Claim being commenced or threatened against any member of the                    Group,    EH8227013.9                                                                               121   





 






                                                          where the claim, if determined against that member of the Group, has or is reasonably           likely to have a Material Adverse Effect.   24.5.    Taxation            (a)      Each Obligor shall (and the Parent shall ensure that each member of the Group                    will) pay and discharge all Taxes imposed upon it or its assets within the time                    period allowed without incurring penalties unless and only to the extent that:                     (i)     such payment is being contested in good faith;                      (ii)    adequate reserves are being maintained for those Taxes and the costs                            required to contest them which have been disclosed in its latest                            financial statements delivered to the Agent under Clause 22.1                            (Financial statements); and                      (iii)   such payment can be lawfully withheld and failure to pay those Taxes                            does not have or is not reasonably likely to have a Material Adverse                            Effect.            (b)      No member of the Group may change its residence for Tax purposes.    24.6.    Merger            No Obligor shall (and the Parent shall ensure that no other member of the Group will) enter           into any amalgamation, demerger, merger, consolidation or corporate reconstruction other           than a Permitted Transaction or a Permitted Merger.   24.7.    Change of business            The Parent shall procure that no substantial change is made to the general nature of the           business of the Group from that carried on by the Group at the date of this Agreement           without the prior written consent of the Majority Lenders.    24.8.    Acquisitions            (a)      Except as permitted under either Clause 24.30      (Capital Expenditure) or                    paragraph (b) below, no Obligor shall (and the Parent shall ensure that no other                    member of the Group will):                     (i)     acquire a company or any shares or securities or a business or                            undertaking (or, in each case, any interest in any of them) or any                            assets; or                     (ii)    incorporate a company.            (b)      Paragraph (a) above does not apply to an acquisition of a company, of shares,                    securities or a business or undertaking or any assets (or, in each case, any                    interest in any of them) or the incorporation of a company which is:   EH8227013.9                                                                               122   





 






                                                                   (i)     a Permitted Acquisition; or                     (ii)    a Permitted Transaction.   24.9.    Joint ventures            (a)      Except as permitted under paragraph (b) below, no Obligor shall (and the Parent                    shall ensure that no member of the Group will):                     (i)     enter into, invest in or acquire (or agree to acquire) any shares, stocks,                            securities or other interest in any Joint Venture; or                     (ii)    transfer any assets or lend to or guarantee or give an indemnity for or                            give Security for the obligations of a Joint Venture or maintain the                            solvency of or provide working capital to any Joint Venture (or agree to                            do any of the foregoing).            (b)      Paragraph (a) above does not apply to any acquisition (or agreement to acquire)                    any interest in a Joint Venture or transfer of assets (or agreement to transfer                    assets) to a Joint Venture or loan made to or guarantee given in respect of the                    obligations of a Joint Venture if such transaction is a Permitted Joint Venture.   24.10.   Dormant subsidiaries            Not restated.   24.11.   Preservation of assets            Each Obligor shall (and the Parent shall ensure that each member of the Group will)           maintain in good working order and condition (ordinary wear and tear excepted) all of its           assets necessary or desirable in the conduct of its business.   24.12.   Pari passu ranking            Each Obligor shall ensure that at all times any unsecured and unsubordinated claims of a           Finance Party against it under the Finance Documents rank at least pari passu with the           claims of all its other unsecured and unsubordinated creditors except those creditors           whose claims are mandatorily preferred by laws of general application to companies.   24.13.   Negative pledge            In this Clause 24.13, "Quasi-Security" means a transaction described in paragraph (b)           below.            Except as permitted under paragraph (c) below:            (a)      No Obligor shall (and the Parent shall ensure that no other member of the Group                    will) create or permit to subsist any Security over any of its assets.    EH8227013.9                                                                               123   





 






                                                          (b)      No Obligor shall (and the Parent 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;                     (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)      Paragraphs (a) and (b) above do not apply to any Security or (as the case may                    be) Quasi-Security, which is:                     (i)     a Permitted Security; or                     (ii)    a Permitted Transaction.   24.14.   Disposals            (a)      Except as permitted under paragraph (b) below, no Obligor shall (and the Parent                    shall ensure that no 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                    which is:                     (i)     a Permitted Disposal; or                     (ii)    a Permitted Transaction.   24.15.   Arms' length basis            (a)      Except as permitted by paragraph (b) below, no Obligor shall (and the Parent                    shall ensure no member of the Group will) enter into any transaction with any                    person except on arms' length terms and for full market value.            (b)      The following transactions shall not be a breach of this Clause 24.15:    EH8227013.9                                                                               124   





 






                                                                   (i)     intra-Group loans permitted under Clause 24.16 (Loans or credit);                      (ii)    fees, costs and expenses payable under the Transaction Documents in                            the amounts set out in the Transaction Documents delivered to the                            Agent under Clause 4.1  (Initial conditions precedent) or agreed by the                            Agent; and                     (iii)   any Permitted Transactions.   24.16.   Loans or credit            (a)      Except as permitted under paragraph (b) below, no Obligor shall (and the Parent                    shall ensure that no member of the Group will) be a creditor in respect of any                    Financial Indebtedness.            (b)      Paragraph (a) above does not apply to:                     (i)     a Permitted Loan; and                     (ii)    a Permitted Transaction.   24.17.   No Guarantees or indemnities            (a)      Except as permitted under paragraph (b) below, no Obligor shall (and the Parent                    shall ensure that no member of the Group will) incur or allow to remain                    outstanding any guarantee in respect of any obligation of any person.            (b)      Paragraph (a) does not apply to a guarantee which is:                     (i)     a Permitted Guarantee; or                     (ii)    a Permitted Transaction.   24.18.   Corporate fees, dividends and share redemptions            (a)      Except as permitted under paragraph (b) below, the Parent shall not (and will                    ensure that no other member of the Group will):                     (i)     declare, make or pay any dividend, charge, fee or other distribution (or                            interest on any unpaid dividend, charge, fee or other distribution)                            (whether in cash or in kind) on or in respect of its share capital (or any                            class of its share capital);                     (ii)    repay or distribute any dividend or share premium reserve; or                     (iii)   pay or allow any member of the Group to pay any management charges                            or fees or any advisory or other fees to (or to the order of) any of the                            shareholders of the Parent (or to any Holding Company of any such                            shareholders).     EH8227013.9                                                                               125   





 






                                                                   (iv)    redeem, repurchase, defease, retire or repay any of its share capital or                            resolve to do so.            (b)      Paragraph (a) above does not apply to:                     (i)     a Permitted Payment;                     (ii)    a Permitted Transaction (other than one referred to in paragraph (c) of                            the definition of that term); or                     (iii)   management charges or fees or other advisory or other fees payable by                            members of the Group to the UK Acquisition Company not exceeding                            £500,000 (or its equivalent in other currencies) in aggregate in any                            Financial Year; or                     (iv)    a dividend of the amount described in the Genesco Debt Structuring                            Paper by the Parent to Holdings, provided that prior to the making of                            such dividend:                              (A)      the Parent shall have delivered to the Agent a final draft of                                      each of the documents to be entered into by a member of the                                      Group in connection with the dividend referred to in the                                      Genesco Debt Structuring Paper and the Agent has                                      confirmed in writing that it approves the terms of such                                      documents;                              (B)      the documents entered into by each member of the Group to                                      implement the dividend referred to in the Genesco Debt                                      Structuring Paper are in the forms of such final drafts, or the                                      Agent has approved in writing any changes to such                                      documents; and                              (C)      the Agent is satisfied that no cash is paid (or other assets                                      distributed) by the Parent to Holdings as a result of any of the                                      transactions referred to in the Genesco Debt Structuring                                      Paper or the documents to be entered into in connection                                      therewith.   24.19.   Financial Indebtedness            (a)      Except as permitted under paragraph (b) below, no Obligor shall (and the Parent                    shall ensure that no member of the Group will) incur or allow to remain                    outstanding any Financial Indebtedness.            (b)      Paragraph (a) above does not apply to Financial Indebtedness which is:                     (i)     Permitted Financial Indebtedness;                      (ii)    a Permitted Transaction; or   EH8227013.9                                                                               126   





 






                                                                   (iii)   a loan from Genesco (or any of its Affiliates other than a member of the                            Group) to the Parent of the amount described in the Genesco Debt                            Structuring Paper, provided that prior to the making of such loan:                              (A)      the Parent shall have delivered to the Agent a final draft of                                      each of the documents to be entered into by a member of the                                      Group in connection with the transactions referred to in the                                      Genesco Debt Structuring Paper and the Agent has                                      confirmed in writing that it approves the terms of  such                                      documents;                              (B)      the documents entered into by each member of the Group to                                      implement the transactions referred to in the Genesco Debt                                      Structuring Paper are in the forms of such final drafts, or the                                      Agent has approved in writing any changes to such                                      documents; and                              (C)      the members of the Group, the Finance Parties and Genesco                                      have entered into an intercreditor agreement subordinating                                      such loan to the amounts due under the Finance Documents                                      on terms acceptable to the Agent.    24.20.   Share capital            No Obligor shall (and the Parent shall ensure no member of the Group will) issue any           shares except pursuant to:            (a)      a Permitted Share Issue; or            (b)      a Permitted Transaction.   24.21.   Insurance            (a)      Each Obligor shall (and the Parent shall ensure that each member of the Group                    will) maintain insurances on and in relation to its business and assets against                    those risks and to the extent as is usual for companies carrying on the same or                    substantially similar business.            (b)      All insurances must be with reputable independent insurance companies or                    underwriters.            (c)      Not restated.            (d)      Within 30 days of the date of this Agreement, the Parent shall provide to the                    Agent written evidence that the insurance policy(ies) relating to the Charged                    Property contain (in form and substance reasonably satisfactory to the Security                    Trustee) an endorsement naming the Security Trustee as sole loss payee.    EH8227013.9                                                                               127   





 






                                                 24.22.   Pensions            The Parent shall ensure that no member of the Group is or has been at any time an           employer (for the purposes of Sections 38 to 51 of the Pensions Act 2004) of an           occupational pension scheme which is not a money purchase scheme (both terms as           defined in the Pension Schemes Act 1993) or "connected" with or an "associate" of (as           those terms are under in Sections 38 or 43 of the Pensions Act 2004) such an employer.   24.23.   People with Significant Control regime            Each Obligor shall (and the Parent shall ensure that each other member of the Group will):            (a)      within the relevant timeframe, comply with any notice it receives pursuant to Part                    21A of the Companies Act 2006 from any company incorporated in the United                    Kingdom whose shares are the subject of the Transaction Security; and            (b)      promptly provide the Security Agent with a copy of that notice.   24.24.   Access            If a Default is continuing or the Agent reasonably suspects a Default is continuing or may           occur, each Obligor shall, and the Parent shall ensure that each Obligor will, (not more           than once in every Financial Year unless the Agent reasonably suspects a Default is           continuing or may occur) permit the Agent and/or the Security Trustee and/or accountants           or other professional advisers and contractors of the Agent or Security Trustee free access           at all reasonable times and on reasonable notice at the risk and cost of the Obligors to (a)           the premises, assets, books, accounts and records of each Obligor and (b) meet and           discuss matters with Senior Management.   24.25.   Management            (a)      The Parent must ensure that there is in place in respect of each Obligor qualified                    management with appropriate skills.              (b)      If any of the Senior Management ceases (whether by reason of death, retirement                    at normal retiring age or through ill health or otherwise) to perform his or her                    duties, the Parent must as soon as reasonably practicable thereafter:                     (i)     notify the Agent; and                     (ii)    after consultation with the Agent as to the identity of such replacement                            person, find and appoint an adequately qualified replacement for him or                            her as promptly as practicable.     24.26.   Intellectual Property            Each Obligor shall and the Parent shall procure that each member of the Group will:    EH8227013.9                                                                               128   





 






                                                          (a)      preserve and maintain the subsistence and validity of the Intellectual Property                    necessary for the business of the relevant member of the Group;            (b)      use reasonable endeavours to prevent any infringement in any material respect                    of the Intellectual Property;            (c)      make registrations and pay all registration fees and taxes necessary to maintain                    the Intellectual Property in full force and effect and record its interest in that                    Intellectual Property;            (d)      not use or permit the Intellectual Property to be used in a way or take any step or                    omit to take any step in respect of that Intellectual Property which may materially                    and adversely affect the existence or value of the Intellectual Property or imperil                    the right of any member of the Group to use such property; and            (e)      not discontinue the use of the Intellectual Property,                     where failure to do so, in the case of paragraphs (a) and (b) above, or, in the                    case of paragraphs (d) and (e) above, such use, permission to use, omission or                    discontinuation, is reasonably likely to have a Material Adverse Effect.   24.27.   Amendments            No Obligor shall (and the Parent shall ensure that no member of the Group will) amend,           vary, novate, supplement, supersede, waive or terminate any term of a Transaction           Document or any other document delivered to the Agent pursuant to Clauses 4.1 (Initial           conditions precedent) or Clause 27 (Changes to the Obligors) or enter into any agreement           with any shareholders of the Parent or any of their Affiliates which is not a member of the           Group except in writing:            (a)      in accordance with the provisions of Clause 38 (Amendments and Waivers); or            (b)      after the date of this Agreement, in a way which could not be reasonably                    expected materially and adversely to affect the interests of the Lenders.            The Parent shall promptly supply to the Agent a copy of any document relating to any of           the matters referred to in paragraphs (a) and (b) above.   24.28.   Financial assistance            Each Obligor shall (and the Parent shall procure each member of the Group will) comply in           all respects with Section 82 of the Companies Act 2014 in Ireland and any equivalent           legislation in other jurisdictions including in relation to the execution of the Transaction           Security Documents and payment of amounts due under this Agreement, in each case           where relevant.    EH8227013.9                                                                               129   





 






                                                 24.29.   Group bank accounts            The Parent shall ensure that all bank accounts of the Group (other than the Permitted           Bank Accounts but including the Holding Account, the Mandatory Prepayment Account           and the Escrow Account) shall be opened and maintained with a Finance Party or an           Affiliate of a Finance Party and are subject to valid Security under the Transaction Security           Documents.   24.30.   Capital Expenditure            (a)      Subject to paragraph (b) below, the aggregate Capital Expenditure of the Group                    in respect of any Financial Year shall not exceed 115% of the amount approved                    by the Agent in the Budget (or in any updated or changed Budget) for that                    Financial Year.             (b)      Capital Expenditure of the Group in excess of the limit specified in paragraph (a)                    above (or any other limit agreed between the Parent and the Majority Lenders)                    may be incurred using funds provided for the purpose by the UK Acquisition                    Company, and made available by subscription for ordinary shares in the Parent                    or by way of loan complying with the terms of paragraph (g) of Permitted                    Financial Indebtedness.   24.31.   Treasury Transactions            (a)      No Obligor shall (and the Parent will procure that no members of the Group will)                    enter into any Treasury Transaction, other than (with a member of the LBG                    Group provided that its terms are broadly competitive):                     (i)     the hedging transactions documented by the Hedging Agreements;                     (ii)    spot and forward delivery foreign exchange contracts entered into in the                            ordinary course of business and not for speculative purposes; and                     (iii)   any Treasury Transaction entered into for the hedging of actual or                            projected real exposures arising in the ordinary course of trading                            activities of a member of the Group for a period of not more than 12                            months and not for speculative purposes.              (b)      Not restated.   24.32.   Further assurance            (a)      Each Obligor shall (and the Parent shall procure that each member of the Group                    will) promptly do all such acts or execute all such documents (including                    assignments, transfers, mortgages, charges, notices and instructions) as the                    Security Trustee may reasonably specify (and in such form   as the Security                    Trustee may reasonably require in favour of the Security Trustee or its                    nominee(s)):    EH8227013.9                                                                               130   





 






                                                                   (i)     to perfect the Security created or intended to be created under or                            evidenced by the Transaction Security Documents (which may include                            the execution of a mortgage, charge, assignment or other Security over                            all or any of the assets which are, or are intended to be, the subject of                            the Transaction Security) or for the exercise of any rights, powers and                            remedies of the Security Trustee or the Finance Parties provided by or                            pursuant to the Finance Documents or by law;                     (ii)    to confer on the Security Trustee or confer on the Finance Parties                            Security over any property and assets of that Obligor located in any                            jurisdiction equivalent or similar to the Security intended to be conferred                            by or pursuant to the Transaction Security Documents; and/or                     (iii)   to facilitate the realisation of the assets which are, or are intended to be,                            the subject of the Transaction Security.            (b)      Each Obligor shall (and the Parent shall procure that each member of the Group                    shall) take all such action as is available to it (including making all filings and                    registrations) as may be necessary for the purpose of the creation, perfection,                    protection or maintenance of any Security conferred or intended to be conferred                    on the Security Trustee or the Finance Parties by or pursuant to the Finance                    Documents.   24.33.   Payment of Loan Notes            Not restated.   24.34.   Acquisition Agreement            The Parent will procure that SGL will not agree to amend or waive or permit the           amendment or waiver of any  of the material terms of the Acquisition Agreement, without           the consent of the Agent, which consent will not be unreasonably withheld or delayed.    24.35.   Sanctions and anti-corruption law            (a)      Each Loan will be and has been applied only in accordance with the purpose set                    out in Clause 3.1 (Purpose).            (b)      No Borrower may request any Loan, and no Borrower shall use, and each                    Borrower shall procure that its Subsidiaries and its or their respective directors,                    officers and employees shall not use, the proceeds of any Loan in furtherance of                    an offer, payment, promise to pay, or authorisation of the payment or giving of                    money, or anything else of value in violation of any Anti-Corruption Laws.            (c)      No Obligor shall, and the Parent shall procure that no other member of the Group                    will, involve or include, directly or indirectly, any Designated Person in any of its                    dealings with any Finance Party or related to these Facilities.     EH8227013.9                                                                               131   





 






                                                          (d)      To the extent an Obligor engages in any business involving any country or                    territory that is the subject of any Sanctions Regime from time to time (being                    Crimea, Cuba, Iran, North Korea, Sudan and Syria as at the date of this                    Agreement) it shall do so without any involvement, directly or indirectly, of any                    Finance Party or the Facilities.              (e)      No Obligor shall, and the Parent shall procure that no other member of the Group                    will, directly or indirectly fund all or part of any payment under or in connection                    with the Facilities out of proceeds derived from business or transactions with a                    Designated Person or from any activity which is in breach of any Sanctions                    Regime.            (f)      No Obligor shall (and the Parent shall ensure that no other member of the Group                    will) own, operate, possess, use, lease, dispose of or otherwise deal with, or                    procure or allow the ownership, operation, possession, use, leasing or disposal                    of, or any other dealing with, the Properties or part thereof for any purpose which                    would violate, or cause any Finance Party or the Parent or other member of the                    Group to violate, any Sanctions Regime.            (g)      No Designated Person will have any property interest in the Properties nor will                    any person, country or territory that is a subject of any Sanctions Regime supply                    any inputs to, receive any output from or derive any other financial or economic                    benefit from the Properties.              (h)      Each Obligor shall ensure that the Group maintains appropriate policies and                    procedures designed to prevent any action being taken that would be contrary to                    the undertakings in paragraphs (a) to (g) above.             (i)      Any provision of this Clause 24.35 (Sanctions and anti-corruption law) shall not                    apply to any person if and to the extent that it is or would be unenforceable by or                    in respect of that person by reason of breach of any provision of he Blocking                    Regulation (or any law or regulation implementing such Regulation in any                    member state of the European Union or the United Kingdom).  For the avoidance                    of any doubt, nothing in this Clause 24.35 (Sanctions and anti-corruption law) is                    intended or should be interpreted or construed, as inducing any party to act in a                    manner that would be in breach of any provision of the Blocking Regulation.    24.36.   Guarantors            The  Parent shall ensure that, at all times after the Sixth Amendment and Restatement           Date, the aggregate gross assets, aggregate operating profit and aggregate turnover (net           of VAT) of the Guarantors (in each case calculated on an unconsolidated basis and           excluding all intra-group items and investments in Subsidiaries of any member of the           Group) represents not less than ninety (90) per cent of consolidated gross assets,           operating profit and turnover (net of VAT) of the Group.    EH8227013.9                                                                               132   





 






                                                 25.      EVENTS OF DEFAULT            Each of the events or circumstances set out in this Clause 25 is an Event of Default (save           for Clause 25.21 (Acceleration)).   25.1.    Non-payment            A Transaction Obligor does not pay on the due date any amount payable pursuant to a           Finance Document (other than amounts due and payable under the Working Capital           Facility Letter) 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.    Financial covenants and other obligations            (a)      Any requirement of Clause 23 (Financial covenants) is not satisfied or an Obligor                    does not comply with the provisions of any of Clauses 22.1        (Financial                    Statements), 22.2 (Provision and contents of Compliance Certificate), 24.13                    (Negative Pledge), 24.14  (Disposals), 24.16 (Loans or credit), 24.17  (No                    Guarantees or indemnities), 24.18   (Corporate Fees, Dividends and share                    redemption), 24.19 (Financial Indebtedness) and 24.27 (Amendments).            (b)      An Obligor does not comply with any provision of any Transaction Security                    Document.   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) and Clause 25.2 (Financial                    covenants and other obligations)).            (b)      No Event of Default under paragraph (a) above will occur if the failure to comply                    is capable of remedy and is remedied within 15 Business Days (or such other                    period (if any) as the Agent may agree) of the earlier of (i) the Agent giving notice                    to the Parent or relevant Obligor or (ii) the Parent or an Obligor becoming aware                    of the failure to comply.   25.4.    Misrepresentation            (a)      Any representation or statement made or deemed to be made by a Transaction                    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 is or   EH8227013.9                                                                               133   





 






                                                                   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) will occur if the matter giving rise to the                    breach is capable of remedy and is remedied within 15 Business Days (or such                    other period (if any) as the Agent may agree) of the earlier of (i) the Agent giving                    notice to the Parent or relevant Transaction Obligor or (ii) the Parent or a                    Transaction Obligor becoming aware of the breach.   25.5.    Cross default            (a)      Any Financial Indebtedness of any member of the Group is not paid when due                    nor within any originally applicable grace period.            (b)      Any Financial Indebtedness of 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 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 any member of the Group becomes entitled to declare any                    Financial Indebtedness of any member of the Group due and payable prior to its                    specified maturity as a result of an event of default (however described).            (e)      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 (d) above is less than £100,000 (or its equivalent in any other                    currency or currencies) or (for a period of 15 Business Days) if the Financial                    Indebtedness relates to the Working Capital Facility.   25.6.    Insolvency            (a)      A member of the Group or Genesco is unable or admits inability to pay its debts                    as they fall due or is deemed to or declared to be unable to pay its debts under                    applicable law, suspends or threatens to suspend making payments on any of its                    debts or, by reason of actual or anticipated financial difficulties, commences                    negotiations with one or more of its creditors with a view to rescheduling any of                    its indebtedness.            (b)      The value of the assets of any member of the Group or Genesco is less than its                    liabilities (taking into account contingent and prospective liabilities).            (c)      A moratorium is declared in respect of any indebtedness of any member of the                    Group or Genesco.  If a moratorium occurs, the ending of the moratorium will not                    remedy any Event of Default caused by that moratorium.    EH8227013.9                                                                               134   





 






                                                 25.7.    Insolvency proceedings            (a)      Any corporate action, legal proceedings or other procedure or step is taken in                    relation to:                     (i)     the suspension of payments, a moratorium of any indebtedness,                            winding-up, dissolution, administration, examination or reorganisation                            (by way of voluntary arrangement, scheme of arrangement or                            otherwise) of any member of the Group or Genesco;                     (ii)    a composition, compromise, assignment or arrangement with any                            creditor of any member of the Group;                     (iii)   the appointment of a liquidator, receiver, administrator, administrative                            receiver, examiner, compulsory manager or other similar officer in                            respect of any member of the Group or Genesco or any of its assets;                      (iv)    enforcement of any Security over any assets of any member of the                            Group or of any Security over all or substantially all of the assets of                            Genesco, or                     or any analogous procedure or step is taken in any jurisdiction.            (b)      Paragraph (a) shall not apply to:                     (i)     any winding-up petition which is frivolous or vexatious and is                            discharged, stayed or dismissed within 14 days of commencement or, if                            earlier, the date on which it is advertised; or                     (ii)    any step or procedure contemplated by paragraph (b) of the definition of                            Permitted Transaction.    25.8.    Creditors' process            Any expropriation, attachment, sequestration, distress or execution or any analogous           process in any jurisdiction affects any asset or assets of a Transaction Obligor having an           aggregate value of £250,000 (or its equivalent in other currencies) or more (after taking           into account the anticipated level of insurance proceeds (if any) which the relevant           Transaction Obligor will be entitled to receive and which in the opinion of the Agent (acting           reasonably) is not being contested) and is not discharged within 10 Business Days.   25.9.    Unlawfulness and invalidity            (a)      It is or becomes unlawful for a Transaction Obligor to perform any of its                    obligations under the Finance Documents or any Transaction Security created or                    expressed to be created or evidenced by the Transaction Security Documents                    ceases to be effective.    EH8227013.9                                                                               135   





 






                                                          (b)      Any obligation or obligations of any Transaction Obligor under any Finance                    Documents are not (subject to the Legal Reservations) or cease to be legal,                    valid, binding or enforceable and the cessation individually or cumulatively                    materially and adversely affects the interests of the Lenders under the Finance                    Documents.            (c)      Any Finance Document ceases to be in full force and effect or any Transaction                    Security ceases to be legal, valid, binding, enforceable or effective or is alleged                    by a party to it (other than a Finance Party) to be ineffective.   25.10.   Cessation of business            Any member of the Group or Genesco suspends or ceases to carry on (or threatens to           suspend or cease to carry on) all or a material part of its business except as a result of a           Permitted Disposal or a Permitted Transaction.   25.11.   Change of ownership            (a)      After the date of this Agreement, an Obligor (other than the Parent) ceases to be                    a wholly-owned Subsidiary of the Parent; or            (b)      an Obligor ceases to own at least the same percentage of shares in a Material                    Company as at the date of this Agreement,            except, in either case, as a result of a disposal which is a Permitted Disposal or a           Permitted Transaction.   25.12.   Constitutional Documents            The Parent amends, varies, supplements, supersedes, waives or terminates its           Constitutional Documents in any way that has a material and adverse impact on the           Lenders without the prior written consent of the Majority Lenders.   25.13.   Change of management            Not restated.   25.14.   Change of Key Personnel            Not restated.   25.15.   Audit qualification            The Auditors of the Group qualify the audited annual consolidated financial statements of           the Parent in a manner which the Majority Lenders (acting reasonably) consider material in           the context of the Finance Documents.    EH8227013.9                                                                               136   





 






                                                 25.16.   Expropriation            The authority or ability of any member of the Group to conduct its business is limited or           wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention,           restriction or other action by or on behalf of any governmental, regulatory or other authority           or other person in relation to any member of the Group or any of its assets.   25.17.   Repudiation and rescission of agreements            (a)      A Transaction Obligor rescinds or purports to rescind or repudiates or purports to                    repudiate a Finance Document or any of the Transaction Security or evidences                    an intention to rescind or repudiate a Finance Document or any Transaction                    Security; or            (b)      Genesco exercises (or purports to exercise) all or any of its rights under Clause                    11 of the Genesco Guarantee.   25.18.   Litigation            Any litigation, arbitration, administrative, governmental, regulatory or other investigations,           proceedings or disputes are commenced or threatened or any judgment or order of a           court, arbitral tribunal or other tribunal or any order or sanction of any governmental or           other regulatory body is made in relation to the Transaction Documents or the transactions           contemplated in the Transaction Documents or against any member of the Group or its           assets which have, or has, or is, reasonably likely to have a Material Adverse Effect.   25.19.   Material adverse change            Any event or circumstance occurs which is reasonably likely to have a Material Adverse           Effect.   25.20.   Employee Benefit Trust            Not restated.   25.21.   Acceleration            On and at any time after the occurrence of an Event of Default which is continuing the           Agent may, and shall if so directed by the Majority Lenders, by notice to the Parent:            (a)      cancel the Total Commitments and/or Ancillary Commitments at which time they                    shall immediately be cancelled;             (b)      declare that all or part of the Utilisations, together with accrued interest, and all                    other amounts accrued or outstanding under the Finance Documents be                    immediately due and payable, at which time they shall become immediately due                    and payable;    EH8227013.9                                                                               137   





 






                                                          (c)      declare that all or part of the Utilisations be payable on demand, at which time                    they shall immediately become payable on demand by the Agent on the                    instructions of the Majority Lenders; and/or            (d)      declare all or any part of the amounts (or cash cover in relation to those amounts)                    outstanding under the Ancillary Facilities to be immediately due and payable, at                    which time they shall become immediately due and payable; and/or            (e)      declare that all or any part of the amounts (or cash cover in relation to those                    amounts) outstanding under the Ancillary Facilities be payable on demand, at                    which time they shall immediately become payable on demand by the Agent;                    and/or            (f)      exercise or direct the Security Trustee to exercise any or all of its rights,                    remedies, powers or discretions under the Finance Documents.                                        EH8227013.9                                                                               138   





 






                                                                                          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,            under any Finance Document to another bank or financial institution or to a trust, fund or           other entity which is regularly engaged in or established for the purpose of making,           purchasing or investing in loans, securities or other financial assets (the "New Lender").   26.2.    Conditions of assignment or transfer            (a)      An Existing Lender must consult with the Parent for no more than 10 days before                    it may make an assignment or transfer in accordance with Clause 26.1                    (Assignments and transfers by the Lenders) unless the assignment or transfer is:                     (i)     to another Lender or an Affiliate of any Lender;                     (ii)    if the Existing Lender is a fund, to a fund which is a Related Fund of that                            Existing Lender; or                     (iii)   made at a time when an Event of Default is continuing.            (b)      An assignment will only be effective on:                     (i)     receipt by the Agent (whether in the Assignment Agreement or                            otherwise) of written confirmation from the New Lender (in form and                            substance satisfactory to the Agent) that the New Lender will assume                            the same obligations to the other Finance Parties and the other                            Secured Parties as it would have been under if it was an Original                            Lender;                       (ii)    the New Lender entering into the documentation required for it to                            accede as a party to the Intercreditor Agreement; and                     (iii)   the performance by the 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 Agent                            shall promptly notify to the Lender and the New Lender.    EH8227013.9                                                                               139   





 






                                                          (c)      A transfer will only be effective if the New Lender enters into the documentation                    required for it to accede as a party to the Intercreditor Agreement and if the                    procedure set out in Clause 26.5 (Procedure for transfer) is complied with.            (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 15  (Tax gross-up and indemnities) or Clause 16                            (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 Agent has the 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.   26.3.    Assignment or transfer fee            Unless the Agent otherwise agrees and excluding an assignment or transfer (i) to an           Affiliate of a Lender, or (ii) to a Related Fund or (iii) made in connection with primary           syndication of the Facilities, the New Lender shall, on the date upon which an assignment           or transfer takes effect, pay to the Agent (for its own account) a fee of £1,500.   26.4.    Limitation of responsibility of Existing Lenders            (a)      Unless expressly agreed to the contrary, an Existing Lender makes no                    representation or warranty and assumes no responsibility to a New Lender for:                     (i)     the legality, validity, effectiveness, adequacy or enforceability of the                            Transaction Documents, the Transaction Security or any other                            documents;                     (ii)    the financial condition of any Obligor;    EH8227013.9                                                                               140   





 






                                                                   (iii)   the performance and observance by any Obligor or any other member                            of the Group of its obligations under the Transaction Documents or any                            other documents; or                     (iv)    the accuracy of any statements (whether written or oral) made in or in                            connection with any Transaction Document or any other document,                     and any representations or warranties implied by law are excluded.            (b)      Each New Lender confirms to the Existing Lender, the other Finance Parties and                    the Secured Parties that it:                     (i)     has made (and shall continue to make) its own independent                            investigation and assessment of the financial condition and affairs of                            each Obligor and its related entities in connection with its participation                            in this Agreement and has not relied exclusively on any information                            provided to it by the Existing Lender or any other Finance Party in                            connection with any Transaction Document or the Transaction Security;                            and                     (ii)    will continue to make its own independent appraisal of the                            creditworthiness of each Obligor and its related entities whilst any                            amount is or may be outstanding under the Finance Documents or any                            Commitment is in force.            (c)      Nothing in any Finance Document obliges an Existing Lender to:                     (i)     accept a re-transfer or re-assignment from a New Lender of any of the                            rights and obligations assigned or transferred under this Clause 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 Transaction  Documents or otherwise.   26.5.    Procedure for transfer            (a)      Subject to the conditions set out in Clause 26.2 (Conditions of assignment or                    transfer) a transfer is effected in accordance with paragraph (c) below when the                    Agent executes an otherwise duly completed Transfer Certificate delivered to it                    by the Existing Lender and the New Lender.  The Agent shall, subject     to                    paragraph (b) below, as soon as reasonably practicable after receipt by it of a                    duly completed Transfer Certificate appearing on its face to comply with the                    terms of this Agreement and delivered in accordance with the terms of this                    Agreement, execute that Transfer Certificate.            (b)      The Agent shall only be obliged to execute a Transfer Certificate delivered to it by                    the Existing Lender and the New Lender once it is satisfied it has complied with    EH8227013.9                                                                               141   





 






                                                                   all necessary "know your customer" or similar checks under all applicable laws                    and regulations in relation to the transfer to such New Lender.            (c)      On the Transfer Date:                     (i)     to the extent that in the Transfer Certificate the Existing Lender seeks to                            transfer by novation its rights and obligations under the Finance                            Documents and    in respect of the Transaction Security each of the                            Obligors and the Existing Lender shall be released from further                            obligations towards one another under the Finance Documents and in                            respect of the Transaction Security and their respective rights against                            one another under the Finance Documents and in respect of the                            Transaction Security shall be cancelled (being the "Discharged Rights                            and Obligations");                     (ii)    each of the Obligors and the New Lender shall assume obligations                            towards one another and/or acquire rights against one another which                            differ from the Discharged Rights and Obligations only insofar as that                            Obligor or other member of the Group and the New Lender have                            assumed and/or acquired the same in place of that Obligor and the                            Existing Lender;                     (iii)   the Agent, the Arranger, the Security Trustee, the New Lender and the                            other Lenders shall acquire the same rights and assume the same                            obligations between themselves and in respect of the Transaction                            Security as they would have acquired and assumed had the New                            Lender been an Original Lender with the rights, and/or obligations                            acquired or assumed by it as a result of the transfer and to that extent                            the Agent, the Arranger and the Security Trustee and the Existing                            Lender shall each be released from further obligations to each other                            under the Finance Documents; and                     (iv)    the New Lender shall become a Party as a "Lender".   26.6.    Procedure for assignment            (a)      Subject to the conditions set out in Clause 26.2 (Conditions of assignment or                    transfer) an assignment may be effected in accordance with paragraph (c) below                    when the Agent executes an otherwise duly completed Assignment Agreement                    delivered to it by the Existing Lender and the New Lender.  The Agent shall,                    subject to paragraph (b) below, as soon as reasonably practicable after receipt                    by it of a duly completed Assignment Agreement appearing on its face to comply                    with the terms of this Agreement and delivered in accordance with the terms of                    this Agreement, execute that Assignment Agreement.            (b)      The Agent shall only be obliged to execute an Assignment Agreement delivered                    to it by the Existing Lender and the New Lender once it is satisfied it has                    complied with all necessary "know your customer" or similar checks under all   EH8227013.9                                                                               142   





 






                                                                   applicable laws and regulations in relation to the assignment to such New                    Lender.            (c)      On the Transfer Date:                     (i)     the Existing Lender will assign absolutely to the New Lender its rights                            under the Finance Documents and in respect of the Transaction                            Security expressed to be the subject of the assignment in the                            Assignment Agreement;                     (ii)    the Existing Lender will be released from the obligations (the "Relevant                            Obligations") expressed to be the subject of    the release in the                            Assignment Agreement (and any corresponding obligations by which it                            is bound in respect of the Transaction Security); and                     (iii)   the New Lender shall become a Party as a "Lender" and will be bound                            by obligations equivalent to the Relevant Obligations.            (d)      Lenders may utilise procedures other than those set out in this Clause 26.6 to                    assign their rights under the Finance Documents provided that they comply with                    the conditions set out in Clause 26.2 (Conditions of assignment or transfer).   26.7.    Copy of Transfer Certificate or Assignment Agreement to Parent            The Agent shall, as soon as reasonably practicable after it has executed a Transfer           Certificate, an Assignment Agreement or an Increase Confirmation, send to the Parent a           copy of that Transfer Certificate or Assignment Agreement or Increase Confirmation.   26.8.    Disclosure of information            (a)      Any Lender may disclose to any of its Affiliates and any other person:                     (i)     to (or through) whom that Lender assigns or transfers (or may                            potentially assign or transfer) all or any of its rights and obligations                            under the Finance Documents;                     (ii)    with (or through) whom that Lender enters into (or may potentially enter                            into) any sub-participation in relation to, or any other transaction under                            which payments are to be made by reference to, the Finance                            Documents or any Obligor; or                     (iii)   to whom, and to the extent that, information is required to be disclosed                            by any applicable law or regulation; or                     (iv)    for whose benefit that Lender charges, assigns or otherwise creates                            Security (or may do so) pursuant to Clause 26.9 (Security over Lenders'                            rights); and    EH8227013.9                                                                               143   





 






                                                          (b)      any Finance Party may disclose to a rating agency or its professional advisers, or                    (with the consent of the Parent) any other person,                     any information about any Obligor, the Group and the Finance Documents as                    that Lender or other Finance Party shall consider appropriate if in relation to                    paragraphs (a)(i) and (ii) above, the person to whom the information is to be                    given has entered into a Confidentiality Undertaking.                     Any Confidentiality Undertaking signed by a Finance Party pursuant to this                    Clause 26.8 shall supersede any prior confidentiality undertaking signed by such                    Finance Party for the benefit of any member of the Group.   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)      in the case of any Lender which is a fund, any charge, assignment or other                    Security granted to any holders (or trustee or representatives of holders) of                    obligations owed, or securities issued, by that Lender as security for those                    obligations or securities,                     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 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.   26.10.   Pro rata interest settlement            (a)      If the Agent has notified the Lenders that it is able to distribute interest payments                    on a "pro rata basis" to Existing Lenders and New Lenders then (in respect of                    any transfer pursuant to Clause 26.5 (Procedure for transfer) or any assignment                    pursuant to Clause 26.6 (Procedure for assignment) the Transfer Date of which,                    in each case, is after the date of such notification and is not on the last day of an                    Interest Period):    EH8227013.9                                                                               144   





 






                                                                   (i)     any interest or fees in respect of the relevant participation which are                            expressed to accrue by reference to the lapse of time shall continue to                            accrue in favour of the Existing Lender up to but excluding the Transfer                            Date ("Accrued Amounts") and shall become due and payable to the                            Existing Lender (without further interest accruing on them) on the last                            day of the current Interest Period (or, if the Interest Period is longer than                            six Months, on the next of the dates which falls at six Monthly intervals                            after the first day of that Interest Period); and                     (ii)    the rights assigned or transferred by the Existing Lender will not include                            the right to the Accrued Amounts so that, for the avoidance of doubt:                             (A)      when the Accrued Amounts become payable, those Accrued                                     Amounts will be payable for the account of the Existing                                     Lender; and                             (B)      the amount payable to the New Lender on that date will be the                                     amount which would, but for the application of this Clause                                     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.   26.11.   Debt Purchase Transactions            (a)      The Parent shall not, and shall procure that each other member of the Group                    shall not (i) enter into any Debt Purchase Transaction or (ii) beneficially own all or                    any part of the share capital of a company that is  a Lender or a party to a Debt                    Purchase Transaction of the type referred to in paragraphs (ii) or (iii) of the                    definition of Debt Purchase Transaction.            (b)      For so long as any shareholder in the Parent (i) beneficially owns a Commitment                    or (ii) has entered into a sub-participation agreement relating to a Commitment or                    other agreement or arrangement having a substantially similar economic effect                    and such agreement has not been terminated:                      (i)     in ascertaining the Majority Lenders or whether any given percentage                            (including, for the avoidance of doubt, unanimity) of the Total                            Commitments has been obtained to approve any request for a consent,    EH8227013.9                                                                               145   





 






                                                                           waiver, amendment or other vote under the Finance Documents such                            Commitment shall be deemed to be zero; and                     (ii)    for the purposes of Clause 38.2 (Exceptions), such shareholder in the                            Parent or the person with whom it has entered into such sub-                           participation, other agreement or arrangement shall be deemed not to                            be a Lender.            (c)      Each Lender shall, unless such Debt Purchase Transaction is an assignment or                    transfer, promptly notify the Agent in writing if it knowingly enters into a Debt                    Purchase Transaction with a shareholder in the Parent (a "Notifiable Debt                    Purchase Transaction").            (d)      A Lender shall promptly notify the Agent if a Notifiable Debt Purchase                    Transaction to which it is a party:                     (i)     is terminated; or                     (ii)    ceases to be with a shareholder in the Parent.            (e)      Each shareholder in the Parent that is a Lender agrees that:                     (i)     in relation to any meeting or conference call to which all the Lenders are                            invited to attend or participate, it shall not attend or participate in the                            same if so requested by the Agent or, unless the Agent otherwise                            agrees, be entitled to receive the agenda or any minutes of the same;                            and                     (ii)    in its capacity as Lender, unless the Agent otherwise agrees, it shall not                            be entitled to receive any report or other document prepared at the                            behest of, or on the instructions of, the Agent or one or more of the                            Lenders.    27.      CHANGES TO THE OBLIGORS   27.1.    Assignment and transfers by Obligors            No Obligor or any other member of the Group may assign any of its rights or transfer any           of its rights or obligations under the Finance Documents.   27.2.    Additional Borrowers            (a)      Subject to compliance with the provisions of paragraphs (c) and (d) of Clause                    22.9 ("Know your customer" checks), the Parent may request that any of its                    wholly owned Subsidiaries which is not a Dormant Subsidiary becomes a                    Borrower.  That Subsidiary shall become a Borrower if:    EH8227013.9                                                                               146   





 






                                                                   (i)     it is incorporated in the same jurisdiction as an existing Borrower and                            the Majority Lenders approve the addition of that Subsidiary or                            otherwise if all the Lenders approve the addition of that Subsidiary;                     (ii)    the Parent and that Subsidiary deliver to the Agent a duly completed                            and executed Accession Letter;                     (iii)   the Subsidiary is (or becomes) a Guarantor prior to becoming a                            Borrower;                     (iv)    the Parent confirms that no Default is continuing or would occur as a                            result of that Subsidiary becoming an Additional Borrower; and                     (v)     the Agent has received all of the documents and other evidence listed                            in Part II of Schedule 2 (Conditions precedent) in relation to that                            Additional Borrower, each in form and substance satisfactory to the                            Agent.            (b)      The Agent shall notify the Parent and the Lenders promptly upon being satisfied                    that it has received (in form and substance satisfactory to it) all the documents                    and other evidence listed in Part II of Schedule 2 (Conditions precedent).            (c)      Other than to the extent that the Majority Lenders notify the Agent in writing to the                    contrary before the Agent gives the notification described in paragraph (b) above,                    the Lenders authorise (but do not require) the Agent to give that notification. The                    Agent shall not be liable for any damages, costs or losses whatsoever as a result                    of giving any such notification.            (d)      Upon becoming an Additional Borrower that Subsidiary shall make any filings                    (and provide copies of such filings) as required by paragraph (g) of Clause 15.2                    (Tax gross-up) and paragraph (b) of Clause 15.6 (HMRC DT Treaty Passport                    scheme confirmation) in accordance with those paragraphs.   27.3.    Resignation of a Borrower            (a)      In this Clause 27.3, Clause 27.5 (Resignation of a Guarantor) and Clause 27.7                    (Resignation and release of Security on disposal), "Third Party Disposal" means                    the disposal of an Obligor to a person which is not a member of the Group where                    that disposal is permitted under Clause 24.14 (Disposals) or made with the                    approval of the Majority Lenders (and the Parent has confirmed this is the case).            (b)      With the prior consent of all the Lenders, the Parent may request that a Borrower                    ceases to be a Borrower by delivering to the Agent a Resignation Letter.  If a                    Borrower is the subject of a Third Party Disposal, the Parent may request that                    such Borrower (other than the Parent) ceases to be a Borrower by delivering to                    the Agent a Resignation Letter.    EH8227013.9                                                                               147   





 






                                                          (c)      The Agent shall accept a Resignation Letter and notify the Parent and the other                    Finance Parties of its acceptance if:                     (i)     the Parent has confirmed that no Default is continuing or would result                            from the acceptance of the Resignation Letter;                     (ii)    the Borrower is under no actual or contingent obligations as a Borrower                            under any Finance Documents;                      (iii)   where the Borrower is also a Guarantor (unless its resignation has been                            accepted in accordance with Clause 27.5 (Resignation of a Guarantor)),                            its obligations in its capacity as Guarantor continue to be legal, valid,                            binding and enforceable and in full force and effect (subject to the Legal                            Reservations) and the amount guaranteed by it as a Guarantor is not                            decreased (and the Parent has confirmed this is the case); and                     (iv)    the Parent has confirmed that it shall ensure that any relevant Disposal                            Proceeds will be applied in accordance with Clause 9.3 (Application of                            mandatory prepayments).            (d)      Upon notification by the Agent to the Parent of its acceptance of the resignation                    of a Borrower, that company shall cease to be a Borrower and shall have no                    further rights or obligations under the Finance Documents as a Borrower except                    that the resignation shall not take effect (and the Borrower will continue to have                    rights and obligations under the Finance Documents) until the date on which the                    Third Party Disposal takes effect.    27.4.    Additional Guarantors            (a)      Subject to compliance with the provisions of paragraphs (b) and (c) of Clause                    22.9 ("Know your customer" checks), the Parent may request that any of its                    wholly owned Subsidiaries become a Guarantor.            (b)      The Parent shall procure that any other member of the Group which is required to                    comply with Clause 24.36 (Guarantors), shall become an Additional Guarantor                    and grant Security as the Agent may require.              (c)      A member of the Group shall become an Additional Guarantor if:                     (i)     the Parent and the proposed Additional Guarantor deliver to the Agent a                            duly completed and executed Accession Letter; and                     (ii)    the Agent has received all of the documents and other evidence listed                            in Part II of Schedule 2 (Conditions Precedent) in relation to that                            Additional Guarantor, each in form and substance satisfactory to the                            Agent.    EH8227013.9                                                                               148   





 






                                                          (d)      The Agent shall notify the Parent and the Lenders promptly upon being satisfied                    that it has received (in form and substance satisfactory to it) all the documents                    and other evidence listed in Part II of Schedule 2 (Conditions precedent).            (e)      Other than to the extent that the Majority Lenders notify the Agent in writing to the                    contrary before the Agent gives the notification described in paragraph (c) above,                    the Lenders authorise (but do not require) the Agent to give that notification. The                    Agent shall not be liable for any damages, costs or losses whatsoever as a result                    of giving any such notification.   27.5.    Resignation of a Guarantor            (a)      The Parent may request that a Guarantor (other than the Parent) ceases to be a                    Guarantor by delivering to the Agent a Resignation Letter if:                     (i)     that Guarantor is being disposed of by way of a Third Party Disposal (as                            defined in Clause 27.3 (Resignation of a Borrower)) and the Parent has                            confirmed this is the case; or                     (ii)    all the Lenders have consented to the resignation of that Guarantor.            (b)      The Agent shall accept a Resignation Letter and notify the Parent and the                    Lenders of its acceptance if:                     (i)     the Parent has confirmed that no Default is continuing or would result                            from the acceptance of the Resignation Letter;                     (ii)    no payment  is due from the Guarantor under Clause 20.1 (Guarantee                            and indemnity);                     (iii)   where the Guarantor is also a Borrower, it is under no actual or                            contingent obligations as a Borrower and has resigned and ceased to                            be a Borrower under Clause 27.3 (Resignation of a Borrower); and                     (iv)    the Parent has confirmed that it shall ensure that the Disposal Proceeds                            will be applied, in accordance with Clause 9.3 (Application of mandatory                            prepayments).            (c)      The resignation of that Guarantor shall not be effective until the date of the                    relevant Third Party Disposal at which time that company shall cease to be a                    Guarantor and shall have no further rights or obligations under the Finance                    Documents as a Guarantor.   27.6.    Repetition of Representations            Delivery of an Accession Letter constitutes confirmation by the relevant Subsidiary that the           representations and warranties referred to in paragraph (c) of Clause 21.33 (Times when           representations made) are true and correct in relation to it as at the date of delivery as if           made by reference to the facts and circumstances then existing.   EH8227013.9                                                                               149   





 






                                                 27.7.    Resignation and release of security on disposal            If a Borrower or Guarantor is or is proposed to be the subject of a Third Party Disposal           then:            (a)      where that Borrower or Guarantor created Transaction Security over any of its                    assets or business in favour of the Security Trustee, or Transaction Security in                    favour of the Security Trustee was created over the shares (or equivalent) of that                    Borrower or Guarantor, the Security Trustee may, at the cost and request of the                    Parent, release those assets, business or shares (or equivalent) and issue                    certificates of non-crystallisation;            (b)      the resignation of that Borrower or Guarantor and related release of Transaction                    Security referred to in paragraph (a) above shall not become effective until the                    date of that disposal; and            (c)      if the disposal of that Borrower or Guarantor is not made, the Resignation Letter                    of that Borrower or Guarantor and the related release of Transaction Security                    referred to in paragraph (a) above shall have no effect and the obligations of the                    Borrower or Guarantor and the Transaction Security created or intended to be                    created by or over that Borrower or Guarantor shall continue in full force and                    effect.                                        EH8227013.9                                                                               150   





 






                                                                                         SECTION 10                                      THE FINANCE PARTIES   28.      ROLE OF THE AGENT, THE ARRANGER AND OTHERS   28.1.    Appointment of the Agent            (a)      Each of the Arranger and the Lenders appoints the Agent to act as its agent                    under and in connection with the Finance Documents.            (b)      Each of the Arranger and the Lenders authorises the Agent to perform the duties,                    obligations and responsibilities and to exercise the rights, powers, authorities and                    discretions specifically given to the Agent under or in connection with the Finance                    Documents together with any other incidental rights, powers, authorities and                    discretions.   28.2.    Instructions            (a)      The Agent 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 Agent in accordance with any instructions given to it by:                             (A)      all Lenders if the relevant Finance Document stipulates the                                     matter is an all Lender decision; and                             (B)      in all other cases, the Majority Lenders; and                     (ii)    not be liable for any act (or omission) if it acts (or refrains from acting) in                            accordance with paragraph (i) above.            (b)      The Agent shall be entitled to request instructions, or clarification of any                    instruction, from the Majority Lenders (or, if the relevant Finance Document                    stipulates the matter is a decision for any other Lender or group of Lenders, from                    that Lender or group of Lenders) as to whether, and in what manner, it should                    exercise or refrain from exercising any right, power, authority or discretion and                    the Agent may refrain from acting unless and until it receives those instructions or                    that clarification.            (c)      Save in the case of decisions stipulated to be a matter for any other Lender or                    group of Lenders under the relevant Finance Document and unless a contrary                    indication appears in a Finance Document, any instructions given to the Agent by                    the Majority Lenders shall override any conflicting instructions given by any other                    Parties and will be binding on all Finance Parties save for the Security Trustee.            (d)      The Agent may refrain from acting in accordance with any instructions of any                    Lender or group of Lenders until it has received any indemnification and/or   EH8227013.9                                                                               151   





 






                                                                   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.            (e)      In the absence of instructions, the Agent may act (or refrain from acting) as it                    considers to be in the best interest of the Lenders.            (f)      The Agent is not authorised to act on behalf of a Lender (without first obtaining                    that Lender's consent) in any legal or arbitration proceedings relating to any                    Finance Document.  This paragraph (f) shall not apply to any legal or arbitration                    proceeding relating to the perfection, preservation or protection of rights under                    the Transaction Security Documents or enforcement of the Transaction Security                    or Transaction Security Documents.   28.3.    Duties of the Agent            (a)      The Agent's duties under the Finance Documents are solely mechanical and                    administrative in nature.            (b)      The Agent shall promptly forward to a Party the original or a copy of any                    document which is delivered to the Agent for that Party by any other Party.            (c)      Except where a Finance Document specifically provides otherwise, the Agent is                    not obliged to review or check the adequacy, accuracy or completeness of any                    document it forwards to another Party.            (d)      If the Agent receives notice from a Party referring to this Agreement, describing a                    Default and stating that the circumstance described is a Default, it shall promptly                    notify the other Finance Parties.            (e)      If the Agent is aware of the non-payment of any principal, interest, commitment                    fee or other fee payable to a Finance Party (other than the Agent, the Arranger or                    the Security Trustee) under this Agreement it shall promptly notify the other                    Finance Parties.            (f)      The Agent shall only have the 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).   28.4.    Role of the Arranger            Except as specifically provided in the Finance Documents, the Arranger has no obligations           of any kind to any other Party under or in connection with any Finance Document.   28.5.    No fiduciary duties            (a)      Nothing in this Agreement constitutes the Agent and/or the Arranger as a trustee                    or fiduciary of any other person.   EH8227013.9                                                                               152   





 






                                                          (b)      None of the Agent, the Security Trustee or the Arranger shall be bound to                    account to any Lender for any sum or the profit element of any sum received by it                    for its own account.   28.6.    Business with the Group            The Agent, the Security Trustee and the Arranger may accept deposits from, lend money           to and generally engage in any kind of banking or other business with any member of the           Group.   28.7.    Rights and discretions            (a)      The Agent may:                     (i)     rely on any representation, communication, notice or document  notice                            or document believed by it to be genuine, correct and appropriately                            authorised; and                     (ii)    assume that:                             (A)      any instructions received by it from the Majority Lenders, and                                     Lenders or any group of Lenders are duly given in accordance                                     with the terms of the Finance Documents; and                             (B)      unless it has received notice of revocation, that those                                     instructions have not been revoked; and                     (iii)   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; and                     (iv)    rely on any statement made by a director, authorised signatory or                            employee of any person regarding any matters which may reasonably                            be assumed to be within his knowledge or within his power to verify.            (b)      The Agent may assume (unless it has received notice to the contrary in its                    capacity as agent for the Lenders) that:                     (i)     no Default has occurred (unless it has actual knowledge of a Default                            arising under Clause 25.1 (Non-payment));    EH8227013.9                                                                               153   





 






                                                                   (ii)    any right, power, authority or discretion vested in any Party or the                            Majority Lenders has not been exercised;  and                     (iii)   any notice or request made by the Parent (other than a Utilisation                            Request or Selection Notice) is made on behalf of and with the consent                            and knowledge of all the Obligors.            (c)      The Agent may engage, pay for and rely on the advice or services of any                    lawyers, accountants, surveyors or other experts (whether obtained by the Agent                    or by any other Party) and shall not be liable for any damages, costs or losses to                    any person, any diminution in value or any liability whatsoever arising as a result                    of its so relying.            (d)      Without prejudice to the generality of paragraph (c) above, the Agent may at any                    time engage and pay for the services of any lawyers to act as independent                    counsel to the Agent (and so separate from any lawyers instructed by the                    Lenders) if the Agent in its reasonable opinion deems this desirable.            (e)      The Agent may act in relation to the Finance Documents through its officers,                    employees and agents and shall not:                      (i)     be liable for any error of judgement 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 the                            Agent's gross negligence or wilful misconduct.             (f)      The Agent may disclose to any other Party any information it reasonably believes                    it has received as agent under this Agreement.            (g)      Notwithstanding any other provision of any Finance Document to the contrary,                    neither the 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.            (h)      The Agent is not obliged to disclose to any Finance Party any details of the rate                    notified to the Agent by any Lender for the purpose of paragraph (a)(ii) or Clause                    13.2 (Market Disruption).            (i)      Notwithstanding any provision of any Finance Document to the contrary, the                    Agent is not obliged to expend or risk its own funds or otherwise incur any                    financial liability in the performance of its duties, obligations or responsibilities or                    the exercise of any right, power, authority or discretion if it has grounds for                    believing the repayment of such funds or adequate indemnity against, or security                    for, such risk or liability is not reasonably assured to it.    EH8227013.9                                                                               154   





 






                                                 28.8.    Majority Lenders' instructions            (a)      Unless a contrary indication appears in a Finance Document, the Agent shall (i)                    exercise any right, power, authority or discretion vested in it as Agent in                    accordance with any instructions given to it by the Majority Lenders (or, if so                    instructed by the Majority Lenders, refrain from exercising any right, power,                    authority or discretion vested in it as Agent) and (ii) not be liable for any act (or                    omission) if it acts (or refrains from taking any action) in accordance with an                    instruction of the Majority Lenders.            (b)      Unless a contrary indication appears in a Finance Document, any instructions                    given by the Majority Lenders will be binding on all the Finance Parties other than                    the Security Trustee.            (c)      The Agent may refrain from acting in accordance with the instructions of the                    Majority Lenders (or, if appropriate, the Lenders) until it has received such                    security as it may require for any cost, loss or liability (together with any                    associated VAT) which it may incur in complying with the instructions.            (d)      In the absence of instructions from the Majority Lenders, (or, if appropriate, the                    Lenders) the Agent may act (or refrain from taking action) as it considers to be in                    the best interest of the Lenders.            (e)      The Agent is not authorised to act on behalf of a Lender (without first obtaining                    that Lender's consent) in any legal or arbitration proceedings relating to any                    Finance Document.  This paragraph (e) shall not apply to any legal or arbitration                    proceeding relating to the perfection, preservation or protection of rights under                    the Transaction Security Documents or enforcement of the Transaction Security                    or Transaction Security Documents.   28.9.    Responsibility for documentation            Neither of the Agent or the Arranger:            (a)      is responsible or liable for the adequacy, accuracy and/or completeness of any                    information (whether oral or written) supplied by the Agent, the Arranger, an                    Obligor or any other person given in or in connection with any Finance Document                    or the Reports or the transactions contemplated in the Finance Documents or                    any other agreement, arrangement or document entered into, made or executed                    in anticipation of, under or in connection with any Finance Document;             (b)      is responsible or liable for the legality, validity, effectiveness, adequacy or                    enforceability of any Finance Document or the Transaction Security or any other                    agreement, arrangement or document entered into, made or executed in                    anticipation of or in connection with any Finance Document or the Transaction                    Security; or    EH8227013.9                                                                               155   





 






                                                          (c)      is responsible or liable for any determination as to whether any information                    provided or to be provided to any Finance Party is non public information the use                    of which may be regulated or prohibited by applicable law or regulation relating to                    insider dealing or otherwise.    28.10.   No duty to monitor            The Agent shall not be bound to enquire:            (a)      whether or not any Default has occurred;             (b)      as to the performance, default or any breach by any Party of its obligations under                    any Finance Document; or            (c)      whether any other event specified in any Finance Document has occurred.   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 the Agent), the                    Agent will not be liable for:                     (i)     any damages, costs or losses to any person, any diminution in value, or                            any liability whatsoever arising as a result of taking or not taking any                            action under or in connection with any Finance Document or the                            Transaction Security, unless directly caused by its gross negligence or                            wilful misconduct;                     (ii)    exercising, or not exercising, any right, power, authority or discretion                            given to it by, or in connection with, any Finance Document, the                            Transaction Security or any other agreement, arrangement or document                            entered into, made or executed in anticipation of, under or in connection                            with, any Finance Document or the Transaction Security; or                     (iii)   without prejudice to the generality of paragraphs (i) and (ii) above, any                            damages, costs or losses to any person, any diminution in value or any                            liability whatsoever arising as a result of:                             (A)      any act, event or circumstance not reasonably within its                                     control; or                              (B)      the general risks of investment in, or the holding of assets in,                                     any jurisdiction,                             including (in each case and without limitation) such damages, costs,                             losses, diminution in value or liability arising as a result of:                            nationalisation, expropriation or other governmental actions; any                            regulation, currency restriction, devaluation or fluctuation; market                            conditions affecting the execution or settlement of transactions or the   EH8227013.9                                                                               156   





 






                                                                           value of assets (including any Disruption Event); breakdown, failure or                            malfunction of any third party transport, telecommunications, computer                            services or systems; natural disasters or acts of God; war, terrorism,                            insurrection or revolution; or strikes or industrial action.            (b)      No Party (other than the Agent) may take any proceedings against any officer,                    employee or agent of the Agent, in respect of any claim it might have against the                    Agent or in respect of any act or omission of any kind by that officer, employee or                    agent in relation to any Finance Document or any Transaction Document and any                    officer, employee or agent of the Agent may rely on this Clause subject to Clause                    1.3 (Third party rights) and the provisions of the Third Parties Act.            (c)      The Agent will not be liable for any delay (or any related consequences) in                    crediting an account with an amount required under the Finance Documents to                    be paid by the Agent if the Agent has taken all necessary steps as soon as                    reasonably practicable to comply with the regulations or operating procedures of                    any recognised clearing or settlement system used by the Agent for that purpose.            (d)      Nothing in this Agreement shall oblige the Agent or the 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 Lender,                     on behalf of any Lender and each Lender confirms to the Agent and the 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 the Agent or                    the Arranger.            (e)      Without prejudice to any provision of any Finance Document excluding or limiting                    the Agent's liability, any liability of the Agent arising under or in connection with                    any Finance Document or the Transaction Security shall be limited to the amount                    of actual loss which has been finally judicially determined to have been suffered                    (as determined by reference to the date of default of the Agent or, if later, the                    date on which the loss arises as a result of such default) but without reference to                    any special conditions or circumstances known to the Agent at any time which                    increase the amount of that loss.  In no event shall the Agent be liable for any                    loss of profits, goodwill, reputation, business opportunity or anticipated saving, or                    for special, punitive, indirect or consequential damages, whether or not the Agent                    has been advised of the possibility of such loss or damages.   28.12.   Lenders' indemnity to the Agent             Each Lender shall (in proportion to its share of the Total Commitments or, if the Total           Commitments are then zero, to its share of the Total Commitments immediately prior to           their reduction to zero) indemnify the Agent, within three Business Days of demand,           against any cost, loss or liability incurred by the Agent (otherwise than by reason of the   EH8227013.9                                                                               157   





 






                                                          Agent's gross negligence or wilful misconduct) in acting as Agent under the Finance           Documents (unless the Agent has been reimbursed by an Obligor pursuant to a Finance           Document).   28.13.   Resignation of the Agent            (a)      The Agent may resign and appoint one of its Affiliates acting through an office in                    the United Kingdom as successor by giving notice to the Lenders and the Parent.            (b)      Alternatively the Agent may resign by giving notice to the Lenders and the                    Parent, in which case the Majority Lenders (after consultation with the Parent)                    may appoint a successor Agent.            (c)      If the Majority Lenders have not appointed a successor Agent in accordance with                    paragraph (b) above within 30 days after notice of resignation was given, the                    Agent (after consultation with the Parent) may appoint a successor Agent (acting                    through an office in the United Kingdom).            (d)      If the Agent wishes to resign because (acting reasonably) it has concluded that it                    is no longer appropriate for it to remain as agent and the Agent is entitled to                    appoint a successor Agent under paragraph (c) above, the Agent may (if it                    concludes (acting reasonably) that it is necessary to do so in order to persuade                    the proposed successor Agent to become a party to this Agreement as Agent)                    agree with the proposed successor Agent amendments to this Clause 28 and any                    other term of this Agreement dealing with the rights or obligations of the Agent                    consistent with then current market practice for the appointment and protection of                    corporate trustees together with any reasonable amendments to the agency fee                    payable under this Agreement which are consistent with the successor Agent's                    normal fee rates and those amendments will bind the Parties.            (e)      The retiring Agent shall, at its own cost, make available to the successor Agent                    such documents and records and provide such assistance as the successor                    Agent may reasonably request for the purposes of performing its functions as                    Agent under the Finance Documents.            (f)      The Agent's resignation notice shall only take effect upon the appointment of a                    successor.            (g)      Upon the appointment of a successor, the retiring Agent shall be discharged from                    any further obligation in respect of the Finance Documents but shall remain                    entitled to the benefit of this Clause 28.  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.            (h)      After consultation with the Parent, the Majority Lenders may, by notice to the                    Agent, require it to resign in accordance with paragraph (b) above.  In this event,                    the Agent shall resign in accordance with paragraph (b) above.    EH8227013.9                                                                               158   





 






                                                          (i)      The Agent shall resign in accordance with paragraph (b) above (and, to the                    extent applicable, shall use reasonable endeavours to appoint a successor Agent                    pursuant to paragraph (c) above) if on or after the date which is three months                    before the earliest FATCA Application Date relating to any payment to the Agent                    under the Finance Documents, either:                     (i)     the Agent fails to respond to a request under Clause 15.10 (FATCA                            information) and a Lender reasonably believes that the Agent will not be                            (or will have ceased to be) a FATCA Exempt Party on or after that                            FATCA Application Date;                     (ii)    the information supplied by the Agent pursuant to Clause 15.10 (FATCA                            information) indicates that the Agent will not be (or will have ceased to                            be) a FATCA Exempt Party on or after that FATCA Application Date; or                     (iii)   the Agent notifies the Parent and the Lenders that the Agent will not be                            (or will have ceased to be) a FATCA Exempt Party on or after that                            FATCA Application Date;                     and (in each case) a Lender reasonably believes that a Party will be required to                    make a FATCA Deduction that would not be required if the Agent were a FATCA                    Exempt Party, and that Lender, by notice to the Agent, requires it to resign.   28.14.   Replacement of the Agent            (a)      After consultation with the Parent, the Majority Lenders may, by giving 30 days'                    notice to the Agent (or, at any time the Agent is an Impaired Agent, by giving any                    shorter notice determined by the Majority Lenders) replace the Agent by                    appointing a successor Agent (acting through an office in the United Kingdom).            (b)      The 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 but shall remain entitled to the benefit of this Clause 28.14                    (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.    EH8227013.9                                                                               159   





 






                                                 28.15.   Confidentiality            (a)      In acting as agent for the Finance Parties, the Agent shall be regarded as acting                    through its agency division which shall be treated as a separate entity from any                    other of its divisions or departments.            (b)      If information is received by another division or department of the Agent, it may                    be treated as confidential to that division or department and the Agent shall not                    be deemed to have notice of it.            (c)      Notwithstanding any other provision of any Finance Document to the contrary,                    neither the Agent nor the Arranger are obliged to disclose to any other person (i)                    any confidential information or (ii) any other information if the disclosure would or                    might in its reasonable opinion constitute a breach of any law or a breach of a                    fiduciary duty.   28.16.   Relationship with the Lenders            (a)      The Agent may treat the person shown in its records as Lender at the opening of                    business (in the place of the Agent's principal office as notified to the Finance                    Parties from time to time) as the Lender acting through its Facility Office:                     (i)     entitled to or liable for any payment due under and 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 the Agent appoint a person to receive on its behalf                    all notices, communications, information and documents to be made or                    despatched to that Lender under the Finance Documents.  Such notice shall                    contain the address, fax number and (where communication by electronic mail or                    other electronic means is permitted under Clause 34.6            (Electronic                    communication)) electronic mail address and/or any other information required to                    enable the sending and receipt of information by that means (and, in each case,                    the department or officer, if any, for whose attention communication is to be                    made) and be treated as a notification of a substitute address, fax number,                    electronic mail address, department and officer by that Lender for the purposes                    of Clause 34.2 (Addresses) and paragraph (a)(ii) of Clause 34.6  (Electronic                    communication) and the Agent   shall be entitled to treat such person as the                    person entitled to receive all such notices, communications, information and                    documents as though that person were that Lender.            (c)      Each Lender shall supply the Agent with any information that the Security                    Trustee may reasonably specify (through the Agent) as being necessary or   EH8227013.9                                                                               160   





 






                                                                   desirable to enable the Security Trustee to perform its functions as Security                    Trustee.  Each Lender shall deal with the Security Trustee exclusively through                    the Agent and shall not deal directly with the Security Trustee.   28.17.   Credit appraisal by the Lenders             Without affecting the responsibility of any Obligor for information supplied by it or on its           behalf in connection with any Finance Document, each Lender confirms to the Agent and           the 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 and the Transaction Security and any other agreement, arrangement                    or document entered into, made or executed in anticipation of, under or in                    connection with any Finance Document or the Transaction Security;            (c)      whether that Secured Party has recourse, and the nature and extent of that                    recourse, against any Party or any of its respective assets under or in connection                    with any Finance Document, the Transaction Security, the transactions                    contemplated by the Finance Documents or any other agreement, arrangement                    or document entered into, made or executed in anticipation of, under or in                    connection with any Finance Document;            (d)      the adequacy, accuracy and/or completeness of the Reports and any other                    information provided by the Agent, any Party or by any other person under or in                    connection with any Finance Document, the transactions contemplated by the                    Finance Documents or any other agreement, arrangement or document entered                    into, made or executed in anticipation of, under or in connection with any Finance                    Document; and            (e)      the right or title of any person in or to, or the value or sufficiency of any part of the                    Charged Property, the priority of any of the Transaction Security or the existence                    of any Security affecting the Charged Property.   28.18.   Role of Reference Banks            Not restated.   28.19.   Third party Reference Banks            Not restated.   28.20.   Agent's management time            Any amount payable to the Agent under Clause 17.3 (Indemnity to the Agent), Clause 19           (Costs and expenses) and Clause 28.12  (Lenders' indemnity to the Agent) shall include   EH8227013.9                                                                               161   





 






                                                          the cost of utilising the Agent's management time or other resources and will be calculated           on the basis of such reasonable daily or hourly rates as the Agent may notify to the Parent           and the Lenders, and is in addition to any fee paid or payable to the Agent under Clause           14 (Fees).   28.21.   Deduction from amounts payable by the Agent            If any Party owes an amount to the Agent under the Finance Documents the Agent may,           after giving notice to that Party, deduct an amount not exceeding that amount from any           payment to that Party which the Agent would otherwise be obliged to make under the           Finance Documents and apply the amount deducted in or towards satisfaction of the           amount owed.  For the purposes of the Finance Documents that Party shall be regarded           as having received any amount so deducted.   28.22.   Reliance and engagement letters            Each Finance Party and Secured Party confirms that each of the Arranger and the Agent           has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters           or reports already accepted by the Arranger or Agent) the terms of any reliance letter or           engagement letters relating to the Reports or any reports or letters provided by           accountants in connection with the Finance Documents or the transactions contemplated           in the Finance Documents (including any net asset letter in connection with the financial           assistance procedures) and to bind it in respect of those Reports, reports or letters and to           sign such letters on its behalf and further confirms that it accepts the terms and           qualifications set out in such letters.   29.      ROLE OF THE SECURITY TRUSTEE   29.1.    Trust            The Security Trustee declares that it shall hold the Transaction Security on trust for the           Finance Parties on the terms contained in this Agreement.  Each of the parties to this           Agreement agrees that the Security Trustee shall have only those duties, obligations and           responsibilities expressly specified in this Agreement or in the Transaction Security           Documents (and no others shall be implied).   29.2.    No independent power            The Finance Parties shall not have any independent power to enforce, or have recourse           to, any of the Transaction Security or to exercise any rights or powers arising under the           Transaction Security Documents except through the Security Trustee.   29.3.    Security Trustee's instructions            The Security Trustee shall:            (a)      unless a contrary indication appears in a Finance Document, act in accordance                    with any instructions given to it by the Agent and shall be entitled to assume that    EH8227013.9                                                                               162   





 






                                                                   (i) any instructions received by it from the Agent are duly given by or on behalf of                    the Majority Lenders or, as the case may be, the Lenders in accordance with the                    terms of the Finance Documents and (ii) unless it has received actual notice of                    revocation that any instructions or directions given by the Agent have not been                    revoked;            (b)      be entitled to request instructions, or clarification of any direction, from the Agent                    as to whether, and in what manner, it should exercise or refrain from exercising                    any rights, powers and discretions and the Security Trustee may refrain from                    acting unless and until those instructions or clarification are received by it; and            (c)      be entitled to, carry out all dealings with the Lenders through the Agent and may                    give to the Agent any notice or other communication required to be given by the                    Security Trustee to the Lenders.   29.4.    Security Trustee's actions            Subject to the provisions of this Clause 29:            (a)      the Security Trustee may, in the absence of any instructions to the contrary, take                    such action in the exercise of any of its powers and duties under the Finance                    Documents which in its absolute discretion it considers to be for the protection                    and benefit of all the Finance Parties; and            (b)      at any time after receipt by the Security Trustee of notice from the Agent directing                    the Security Trustee to exercise all or any of its rights, remedies, powers or                    discretions under any of the Finance Documents, the Security Trustee may, and                    shall if so directed by the Agent, take any action as in its sole discretion it thinks                    fit to enforce the Transaction Security.   29.5.    Security Trustee's discretions            The Security Trustee may:            (a)      assume (unless it has received actual notice to the contrary in its capacity as                    Security Trustee for the Finance Parties) that (i) no Default has occurred and no                    Obligor is in breach of or default under its obligations under any of the Finance                    Documents and (ii) any right, power, authority or discretion vested in any person                    has not been exercised;            (b)      if it receives any instructions or directions from the Agent to take any action in                    relation to the Transaction Security, assume that all applicable conditions under                    the Finance Documents for taking that action have been satisfied;            (c)      engage, pay for and rely on the advice or services of any lawyers, accountants,                    surveyors or other experts (whether obtained by the Security Trustee or by any                    other Finance Party) whose advice or services may at any time seem necessary,                    expedient or desirable;    EH8227013.9                                                                               163   





 






                                                          (d)      rely upon any communication or document believed by it to be genuine and, as to                    any matters of fact which might reasonably be expected to be within the                    knowledge of a Finance Party or an Obligor, upon a certificate signed by or on                    behalf of that person; or            (e)      refrain from acting in accordance with the instructions of the Agent or Lenders                    (including bringing any legal action or proceeding arising out of or in connection                    with the Finance Documents) until it has received any indemnification and/or                    security that it may in its absolute discretion require (whether by way of payment                    in advance or otherwise) for all costs, losses and liabilities which it may incur in                    bringing such action or proceedings.   29.6.    Security Trustee's obligations            The Security Trustee shall promptly inform the Agent of:            (a)      the contents of any notice or document received by it in its capacity as Security                    Trustee from any Obligor under any Finance Document; and            (b)      the occurrence of any Default or any default by an Obligor in the due                    performance of or compliance with its obligations under any Finance Document                    of which the Security Trustee has received notice from any other party to this                    Agreement.   29.7.    Excluded obligations            The Security Trustee shall not:            (a)      be bound to enquire as to the occurrence or otherwise of any Default or the                    performance, default or any breach by an Obligor of its obligations under any of                    the Finance Documents;            (b)      be bound to account to any other Party for any sum or the profit element of any                    sum received by it for its own account;            (c)      be bound to disclose to any other person (including any Finance Party) (i) any                    confidential information or (ii) any other information if disclosure would, or might                    in its reasonable opinion, constitute a breach of any law or be a breach of                    fiduciary duty;             (d)      be under any obligations other than those which are specifically provided for in                    the Finance Documents; or            (e)      have or be deemed to have any duty, obligation or responsibility to, or                    relationship of trust or agency with, any Obligor.    EH8227013.9                                                                               164   





 






                                                 29.8.    Exclusion of Security Trustee's liability            Unless caused directly by its gross negligence or wilful default, the Security Trustee shall           not accept responsibility or be liable for:            (a)      the adequacy, accuracy and/or completeness of any information supplied by the                    Security Trustee or any other person in connection with the Finance Documents                    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 the Finance Documents;             (b)      the legality, validity, effectiveness, adequacy or enforceability of any Finance                    Document or the Transaction Security or any other agreement, arrangement or                    document entered into, made or executed in anticipation of, under or in                    connection with any Finance Document or the Transaction Security;             (c)      any losses to any person or any liability arising as a result of taking or refraining                    from taking any action in relation to any of the Finance Documents or the                    Transaction Security or otherwise, whether in accordance with an instruction from                    the Agent or otherwise;             (d)      the exercise of, or the failure to exercise, any judgment, discretion or power given                    to it by or in connection with any of the Finance Documents, the Transaction                    Security or any other agreement, arrangement or document entered into, made                    or executed in anticipation of, under or in connection with the Finance                    Documents or the Transaction Security; or            (e)      any shortfall which arises on the enforcement of the Transaction Security.   29.9.    Own responsibility            It is understood and agreed by each Finance Party that that Finance Party has at all times           itself been, and will continue to be, solely responsible for making its own independent           appraisal of and investigation into all risks arising under or in connection with the Finance           Documents including but not limited to:            (a)      the financial condition, creditworthiness, condition, affairs, status and nature of                    each of the Obligors;            (b)      the legality, validity, effectiveness, adequacy and enforceability of each of the                    Finance Documents and the Transaction Security and any other agreement,                    arrangement or document entered into, made or executed in anticipation of,                    under or in connection with the Finance Documents or the Transaction Security;             (c)      whether that Finance Party has recourse, and the nature and extent of that                    recourse, against any Obligor or any other person or any of their respective                    assets under or in connection with the Finance Documents, the transactions                    contemplated in the Finance Documents or any other agreement, arrangement or    EH8227013.9                                                                               165   





 






                                                                   document entered into, made or executed in anticipation of, under or in                    connection with the Finance Documents;             (d)      the adequacy, accuracy and/or completeness of any information provided by any                    person in connection with the Finance Documents, 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 the                    Finance Documents; and            (e)      the right or title of any person in or to, or the value or sufficiency of any part of,                    the Charged Property, the priority of any of the Transaction Security or the                    existence of any security interest affecting the Charged Property,            and each Finance Party warrants to the Security Trustee that it has not relied on, and will           not at any time rely on, the Security Trustee in respect of any of these matters.   29.10.   No responsibility to perfect Transaction Security            The Security Trustee 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 Charged Property;            (b)      obtain any licence, consent or other authority for the execution, delivery, legality,                    validity, enforceability or admissibility in evidence of any of the Finance                    Documents 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 applicable laws in any                    jurisdiction or to give notice to any person of the execution of any of the Finance                    Documents or of the Transaction Security;            (d)      take, or to require any of the Obligors to take, any steps to perfect its title to any                    of the Charged Property or to render the Transaction Security effective or to                    secure the creation of any ancillary security interest under the laws of any                    jurisdiction; or            (e)      require any further assurances in relation to any of the Transaction Security                    Documents.   29.11.   Insurance by Security Trustee            (a)      The Security Trustee shall not be under any obligation to insure any of the                    Charged Property, to require any other person to maintain any insurance or to                    verify any obligation to arrange or maintain insurance contained in the Finance                    Documents.  The Security Trustee shall not be responsible for any loss which                    may be suffered by any person as a result of the lack of or inadequacy of any                    such insurance.    EH8227013.9                                                                               166   





 






                                                          (b)      Where the Security Trustee is named on any insurance policy as an insured                    party, it shall not be responsible for any loss which may be suffered by reason                    (directly or indirectly) of its failure to notify the insurers of any material fact                    relating to the risk assumed by the insurers or any other information of any kind,                    unless any Finance Party has requested it to do so in writing and the Security                    Trustee has failed to do so within fourteen days after receipt of that request.   29.12.   Custodians and Nominees            The Security Trustee may appoint and pay any person to act as a custodian or nominee on           any terms in relation to any assets of the trust as the Security Trustee may determine,           including for the purpose of depositing with a custodian this Agreement or any document           relating to the trust created under this Agreement and the Security Trustee 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.   29.13.   Acceptance of Title            The Security Trustee shall be entitled to accept without enquiry, and shall not be obliged to           investigate, the right and title as each of the Obligors may have to any of the Charged           Property and shall not be liable for or bound to require any Obligor to remedy any defect in           its right or title.   29.14.   Refrain from Illegality            The Security Trustee may refrain from doing anything which in its opinion will or may be           contrary to any relevant law, directive or regulation of any jurisdiction which would or might           otherwise render it liable to any person, and the Security Trustee may do anything which           is, in its opinion, necessary to comply with any law, directive or regulation.   29.15.   Business with the Obligors            The Security Trustee may accept deposits from, lend money to, and generally engage in           any kind of banking or other business with any of the Obligors.   29.16.   Releases            Upon a disposal of any of the Charged Property:            (a)      pursuant to the enforcement of the Transaction Security by a Receiver or the                    Security Trustee; or             (b)      if that disposal is permitted under the Finance Documents,             the Security Trustee shall (at the cost of the Obligors) release that property from the           Transaction Security and is authorised to execute, without the need for any further           authority from the Finance Parties, any release of the Transaction Security or other claim    EH8227013.9                                                                               167   





 






                                                          over that asset and to issue any certificates of non-crystallisation of floating charges that           may be required or desirable.   29.17.   Winding up of Trust            If the Security Trustee, with the approval of the Majority Lenders, determines that (a) all of           the Secured Obligations and all other obligations secured by any of the Transaction           Security Documents have been fully and finally discharged and (b) none of the Finance           Parties 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, the trusts set out in this Agreement shall be wound up and the Security           Trustee shall release, without recourse or warranty, all of the Transaction Security and the           rights of the Security Trustee under each of the Transaction Security Documents.   29.18.   Perpetuity Period            The perpetuity period under the rule against perpetuities, if applicable to this Agreement,           shall be the period of one hundred and twenty five years from the date of this Agreement.   29.19.   Powers Supplemental            The rights, powers and discretions conferred upon the Security Trustee by this Agreement           shall be supplemental to the Trustee Acts 1925 and 2000 and in addition to any which may           be vested in the Security Trustee by general law or otherwise.   29.20.   Trustee division separate            In acting as trustee for the Finance Parties, the Security Trustee shall be regarded as           acting through its trustee division which shall be treated as a separate entity from any of its           other divisions or departments and any information received by any other division or           department of the Security Trustee may be treated as confidential and shall not be           regarded as having been given to the Security Trustee's trustee division.   29.21.   Disapplication            Section 1 of the Trustee Act 2000 shall not apply to the duties of the Security Trustee in           relation to the trusts constituted by this Agreement.  Where there are any inconsistencies           between the Trustee Acts 1925 and 2000 and the provisions of this Agreement, the           provisions of this Agreement shall, to the extent allowed by law, 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.   29.22.   Resignation of Security Trustee            (a)      The Security Trustee may resign and appoint one of its Affiliates as successor by                    giving notice to the other Parties (or to the Agent on behalf of the Lenders).    EH8227013.9                                                                               168   





 






                                                          (b)      Alternatively the Security Trustee may resign by giving notice to the other Parties                    (or to the Agent on behalf of the Lenders) in which case the Majority Lenders                    may appoint a successor Security Trustee.            (c)      If the Majority Lenders have not appointed a successor Security Trustee in                    accordance with paragraph (b) above within 30 days after the notice of                    resignation was given, the Security Trustee (after consultation with the Agent)                    may appoint a successor Security Trustee.            (d)      The retiring Security Trustee shall, at its own cost, make available to the                    successor Security Trustee such documents and records and provide such                    assistance as the successor Security Trustee may reasonably request for the                    purposes of performing its functions as Security Trustee under the Finance                    Documents.            (e)      The Security Trustee's resignation notice shall only take effect upon (i) the                    appointment of a successor and (ii) the transfer of all of the Transaction Security                    to that successor.            (f)      Upon the appointment of a successor, the retiring Security Trustee shall be                    discharged from any further obligation in respect of the Finance Documents but                    shall remain entitled to the benefit of Clauses 28 (Role of the Agent, the Arranger                    and others) and this Clause 29 (Role of Security Trustee).  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)      The Majority Lenders may, by notice to the Security Trustee, require it to resign                    in accordance with paragraph (b) above.  In this event, the Security Trustee shall                    resign in accordance with paragraph (b) above.   29.23.   Delegation            (a)      The Security Trustee may, at any time, delegate by power of attorney or                    otherwise to any person for any period, all or any of the rights, powers and                    discretions vested in it by any of the Finance Documents.            (b)      The delegation may be made upon any terms and conditions (including the                    power to sub-delegate) and subject to any restrictions as the Security Trustee                    may think fit in the interests of the Finance Parties and it shall not be bound to                    supervise, or be in any way responsible for any loss incurred by reason of any                    misconduct or default on the part of any delegate or sub-delegate.   29.24.   Additional trustees            (a)      The Security Trustee 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 Finance Parties or (ii) for                    the purposes of conforming to any legal requirements, restrictions or conditions   EH8227013.9                                                                               169   





 






                                                                   which the Security Trustee deems to be relevant or (iii) for obtaining or enforcing                    any judgment in any jurisdiction, and the Security Trustee shall give prior notice                    to the Parent and the Agent of that appointment.            (b)      Any person so appointed shall have the rights, powers and discretions (not                    exceeding those conferred on the Security Trustee by this Agreement) and the                    duties and obligations that are conferred or imposed by the instrument of                    appointment.            (c)      The remuneration that the Security Trustee may pay to any 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 Trustee.   29.25.   Parallel Debt            (a)      Without prejudice to any other provision of the Finance Documents, and for  the                    purpose of ensuring and preserving the validity and continuity of the Transaction                    Security, each Obligor hereby irrevocably and unconditionally undertakes by way                    of an abstract acknowledgement of debt to pay to the Security Trustee amounts                    equal to any amounts owing from time to time by that Obligor to any Secured                    Party under any Finance Document (the "Primary Debt") as and when those                    amounts are due (the "Parallel Debt").            (b)      Each Obligor and the Security Trustee acknowledge and agree that:                     (i)     the Parallel Debt constitutes undertakings, obligations and liabilities of                            the relevant Obligor to the Security Trustee which are separate from,                            independent of and without prejudice to, the corresponding Primary                            Debt; and                     (ii)    the Parallel Debt constitutes the Security Trustee's own claim to receive                            payment from the relevant Obligor, save and except that the aggregate                            amount owed under the Parallel Debt by such Obligor shall at no time                            exceed (but shall at all times be equal to) the aggregate amount owed                            by the Borrower under the Primary Debt at the relevant time.            (c)      Notwithstanding any of the other provisions of this Clause 29.25,                     (i)     the Parallel Debt of each Obligor shall be decreased to the extent that                            its Primary Debt has been irrevocably paid or (in the case of guarantee                            obligations) discharged; and                     (ii)    the Primary 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.    EH8227013.9                                                                               170   





 






                                                          (d)      For the purpose of this Clause 29.25, the Security Trustee acts in its own name                    and not as a trustee, and its claims in respect of the Parallel Debt are its own                    claims and shall not be held on trust for any person. The Transaction Security                    granted under the Finance Documents to the Security   Trustee to secure the                    Parallel Debt is granted to the Security Trustee in its capacity as creditor of the                    Parallel Debt and shall not be held on trust.            (e)      All monies received or recovered by the Security Trustee pursuant to this Clause                    29.25, and all amounts received or recovered by the Security Trustee from or by                    the enforcement of any Security granted to secure the Parallel Debt, shall be                    applied in accordance with this Agreement.            (f)      Without limiting or affecting the Security Trustee's rights against the relevant                    Obligor (whether under this Clause 29.25 or under any other provision of the                    Finance Documents), each Obligor acknowledges that:                     (i)     nothing in this Clause 29.25 shall impose any obligation on the Security                            Trustee to advance any sum to an Obligor or any of its affiliates 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 Trustee acting solely in that capacity shall not be regarded as                            having any participation or commitment other than those which it has in                            its capacity as Lender.            (g)      This Clause 29.25 (Parallel debt) shall apply only to the extent permitted by the                    applicable law.   30.      CONDUCT OF BUSINESS BY THE FINANCE PARTIES   30.1.    No provision of this Agreement will:            (a)      interfere with the right of any Finance Party to arrange its affairs (tax or                    otherwise) in whatever manner it thinks fit;            (b)      oblige any Finance Party to investigate or claim any credit, relief, remission or                    repayment available to it or the extent, order and manner of any claim; or            (c)      oblige any Finance Party to disclose any information relating to its affairs (tax or                    otherwise) or any computations in respect of Tax.   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) and applies that           amount to a payment due under the Finance Documents then:    EH8227013.9                                                                               171   





 






                                                          (a)      the Recovering Finance Party shall, within three Business Days, notify details of                    the receipt or recovery, to the Agent;            (b)      the Agent shall determine whether the receipt or recovery is in excess of the                    amount the Recovering Finance Party would have been paid had the receipt or                    recovery been received or made by the Agent and distributed in accordance with                    Clause 32 (Payment mechanics), without taking account of any Tax which would                    be imposed on the Agent in relation to the receipt, recovery or distribution; and            (c)      the Recovering Finance Party shall, within three Business Days of demand by                    the Agent, pay to the Agent an amount (the "Sharing Payment") equal to such                    receipt or recovery less any amount which the Agent determines may be retained                    by the Recovering Finance Party as its share of any payment to be made, in                    accordance with Clause 32.6 (Partial payments).   31.2.    Redistribution of payments            The Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor           and distribute it between the Finance Parties (other than the Recovering Finance Party) in           accordance with Clause 32.6 (Partial payments).   31.3.    Recovering Finance Party's rights            (a)      On a distribution by the Agent under Clause 31.2 (Redistribution of payments),                    the Recovering Finance Party will be subrogated to the rights of the Finance                    Parties which have shared in the redistribution.            (b)      If and to the extent that the Recovering Finance Party is not able to rely on its                    rights under paragraph (a) above, the relevant Obligor shall be liable to the                    Recovering Finance Party for a debt equal to the Sharing Payment which is                    immediately due and payable.   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 Finance Party which has received a share of the relevant Sharing Payment                    pursuant to Clause 31.2 (Redistribution of payments) shall, upon request of the                    Agent, pay to the Agent for 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); and            (b)      that Recovering Finance Party's rights of subrogation in respect of any                    reimbursement shall be cancelled and the relevant Obligor will be liable to the                    reimbursing Finance Party for the amount so reimbursed.    EH8227013.9                                                                               172   





 






                                                 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, have a valid and                    enforceable claim against the relevant Obligor.            (b)      A Recovering Finance Party is not obliged to share with any other Finance Party                    any amount which the Recovering Finance Party has received or recovered as a                    result of taking legal or arbitration proceedings, if:                     (i)     it notified the other Finance Party of the legal or arbitration proceedings;                            and                     (ii)    the other Finance Party had an opportunity to participate in those legal                            or arbitration proceedings but did not do so as soon as reasonably                            practicable having received notice and did not take separate legal or                            arbitration proceedings.                                        EH8227013.9                                                                               173   





 






                                                                                         SECTION 11                                        ADMINISTRATION   32.      PAYMENT MECHANICS   32.1.    Payments to the Agent            (a)      On each date on which an Obligor or a Lender is required to make a payment                    under a Finance Document, that Obligor or Lender shall make the same available                    to the Agent (unless a contrary indication appears in a Finance Document) for                    value on the due date at the time and in such funds specified by the Agent as                    being customary at the time for settlement of transactions in the relevant                    currency in the place of payment.            (b)      Payment shall be made to such account in Edinburgh as the Agent specifies.   32.2.    Distributions by the Agent            Each payment received by the Agent under the Finance Documents for another Party           shall, subject to Clause 32.3 (Distributions to an Obligor) and Clause 32.4 (Clawback) be           made available by the Agent as soon as practicable after receipt to the Party entitled to           receive payment in accordance with this Agreement (in the case  of a Lender, for the           account of its Facility Office), to such account as that Party may notify to the Agent by not           less than five Business Days' notice with a bank in London.   32.3.    Distributions to an Obligor            The 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.   32.4.    Clawback and pre-funding            (a)      Where a sum is to be paid to the Agent under the Finance Documents for                    another Party, the Agent is not obliged to pay that sum to that other Party (or to                    enter into or perform any related exchange contract) until it has been able to                    establish to its satisfaction that it has actually received that sum.            (b)      Unless paragraph (c) below applies, if the Agent pays an amount to another                    Party and it proves to be the case that the Agent had not actually received that                    amount, then the Party to whom that amount (or the proceeds of any related                    exchange contract) was paid by the Agent shall on demand refund the same to                    the Agent together with interest on that amount from the date of payment to the                    date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.            (c)      If the Agent is willing to make available amounts for the account of a Borrower                    before receiving funds from the Lenders then if and to the extent that the Agent   EH8227013.9                                                                               174   





 






                                                                   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 a Borrower:                     (i)     the Agent shall notify the Parent of that Lender's identity and the                            Borrower to whom that sum was made available shall on demand                            refund it to the Agent; and                     (ii)    the Lender by whom those funds should have been made available or,                            if that Lender fails to do so, the Borrower to whom that sum was made                            available, shall on demand pay to the Agent the amount (as certified by                            the Agent) which will indemnify the 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, the Agent becomes an Impaired Agent, an Obligor or a Lender                    which is required to make a payment under the Finance Documents to the Agent                    in accordance with Clause 32.1 (Payments to the Agent) may instead either:                     (i)     pay that amount direct to the required recipient(s); or                     (ii)    if it its absolute discretion it considers that it is not reasonable                            practicable to pay that amount direct 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 within the meaning of paragraph                            (a) of the definition of "Acceptable Bank" and in relation to which no                            Insolvency Event has occurred and is continuing, in the name of the                            Obligor or the Lender making the payment (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 Recipient Party or the Recipient Parties pro rata to their                    respective entitlements.            (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                    28.14 (Replacement of the Agent), each Paying Party shall (other to the extent                    that 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   EH8227013.9                                                                               175   





 






                                                                   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 the Agent receives a payment for application against amounts due in respect of                    any Finance Documents that is insufficient to discharge all the amounts then due                    and payable by an Obligor under those Finance Documents, the Agent shall                    apply that payment towards the obligations of that Obligor under those Finance                    Documents in the following order:                     (i)     first, in or towards payment pro rata of any unpaid fees, costs and                            expenses of the Agent and the Security Trustee under those Finance                            Documents;                     (ii)    secondly, in or towards payment pro rata of any accrued interest, fee or                            commission due but unpaid under those Finance Documents;                     (iii)   thirdly, in or towards payment pro rata of any principal due but unpaid                            under those Finance Documents; and                     (iv)    fourthly, in or towards payment pro rata of any other sum due but                            unpaid under the Finance Documents.            (b)      The Agent shall, if so directed by the Majority Lenders, vary the order set out in                    paragraphs (a)(ii) to (iv) above.            (c)      Paragraphs (a) and (b) above will override any appropriation made by an Obligor.   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.    EH8227013.9                                                                               176   





 






                                                 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).            (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, Sterling is the currency of account and                    payment for any sum due from an Obligor under any Finance Document.            (b)      A repayment of a Utilisation or Unpaid Sum or a part of a Utilisation or Unpaid                    Sum shall be made in the currency in which that Utilisation or Unpaid Sum is                    denominated, pursuant to this Agreement, on its due date.            (c)      Each payment of interest or commitment fee 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 or commitment fee 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 in Sterling 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 Agent (after consultation with the Parent); and                     (ii)    any translation from one currency or currency unit to another shall be at                            the official rate of exchange recognised by the central bank for the                            conversion of that currency or currency unit into the other, rounded up                            or down by the Agent (acting reasonably).            (b)      If a change in any currency of a country occurs, this Agreement will, to the extent                    the Agent (acting reasonably and after consultation with the Parent) specifies to                    be necessary, be amended to comply with any generally accepted conventions    EH8227013.9                                                                               177   





 






                                                                   and market practice in the relevant interbank market and otherwise to reflect the                    change in currency.   32.11.   Disruption to Payment Systems, etc.            If either the Agent determines (in its discretion) that a Disruption Event has occurred or the           Agent is notified by the Parent that a Disruption Event has occurred:            (a)      the Agent may, and shall if requested to do so by the Parent, consult with the                    Parent with a view to agreeing with the Parent such changes to the operation or                    administration of the Facilities as the Agent may deem necessary in the                    circumstances;            (b)      the Agent shall not be obliged to consult with the Parent in relation to any                    changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so                    in the circumstances and, in any event, shall have no obligation to agree to such                    changes;            (c)      the Agent may consult with the Finance Parties in relation to any changes                    mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is                    not practicable to do so in the circumstances;            (d)      any such changes agreed upon by the Agent and the Parent 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 Agent shall not be liable for any damages, costs or losses to any person, any                    diminution in value or any liability whatsoever (including, without limitation for                    negligence, gross negligence or any other category of liability whatsoever but not                    including any claim based on the fraud of the Agent) arising as a result of its                    taking, or failing to take, any actions pursuant to or in connection with this Clause                    32.11; and            (f)      the Agent shall notify the Finance Parties of all changes agreed pursuant to                    paragraph (d) above.   33.      SET-OFF            A Finance Party may set off any matured obligation due from an Obligor under the Finance           Documents (to the extent beneficially owned by that Finance Party) against any matured           obligation owed by that Finance Party to that Obligor, regardless of the place of payment,           booking branch or currency of either obligation.  If the obligations are in different           currencies, the Finance Party may convert either obligation at a market rate of exchange in           its usual course of business for the purpose of the set-off.    EH8227013.9                                                                               178   





 






                                                 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 fax or letter.   34.2.    Addresses            The address and fax number (and the department or officer, if any, for whose attention the           communication is to be made) of each Party for any communication or document to be           made or delivered under or in connection with the Finance Documents is:            (a)      in the case of the Parent and Schuh Ireland, that identified with its name below;            (b)      in the case of each Lender or any other Obligor, that notified in writing to the                    Agent on or prior to the date on which it becomes a Party; and            (c)      in the case of the Agent or the Security Trustee, that identified with its name                    below,            or any substitute address, fax number or department or officer as the Party may notify to           the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent)           by not less than five Business Days' notice.   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:                     (i)     if by way of fax, when received in legible form; or                     (ii)    if by way of letter, when it has been left at the relevant address or five                            Business Days after being deposited in the post postage prepaid in an                            envelope addressed to it at that address,                     and, if a particular department or officer is specified as part of its address details                    provided under Clause 34.2  (Addresses), if addressed to that department or                    officer.            (b)      Any communication or document to be made or delivered to the Agent or the                    Security Trustee will be effective only when actually received by the Agent or                    Security Trustee and then only if it is expressly marked for the attention of the                    department or officer identified with the Agent's or Security Trustee's signature                    below (or any substitute department or officer as the Agent or Security Trustee                    shall specify for this purpose).            (c)      All notices from or to an Obligor shall be sent through the Agent.    EH8227013.9                                                                               179   





 






                                                          (d)      Any communication or document made or delivered to the Parent in accordance                    with this Clause 34.3 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 and fax number            Promptly upon receipt of notification of an address, and fax number or change of address           or fax number pursuant to Clause 34.2 (Addresses) or changing its own address or fax           number, the Agent shall notify the other Parties.   34.5.    Communication when Agent is Impaired Agent            If the Agent is an Impaired Agent the Parties may, instead of communicating with each           other through the Agent, communicate with each other directly and (while the Agent is an           Impaired Agent) all the provisions of the Finance Documents which require           communications to be made or notices to be given to or by the Agent shall be varied so           that communications may be made and notices given to or by the relevant Parties directly.            This provision shall not operate after a replacement Agent has been appointed unless           such replacement Agent becomes an Impaired Agent.   34.6.    Electronic communication            (a)      Any communication to be made between the Agent or the Security Trustee and a                    Lender under or in connection with the Finance Documents may be made by                    electronic mail or other electronic means, if the Agent, the Security Trustee and                    the relevant Lender:                     (i)     agree that, unless and until notified to the contrary, this is to be an                            accepted form of communication;                     (ii)    notify each other in writing of their electronic mail address and/or any                            other information required to enable the sending and receipt of                            information by that means; and                     (iii)   notify each other of any change to their address or any other such                            information supplied by them.            (b)      Any electronic communication made between the Agent and a Lender or the                    Security Trustee will be effective only when actually received in readable form                    and in the case of any electronic communication made by a Lender to the Agent                    or the Security Trustee only if it is addressed in such a manner as the Agent or                    Security Trustee shall specify for this purpose.    EH8227013.9                                                                               180   





 






                                                          (c)      Any electronic communication 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.   34.7.    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 the Agent, accompanied by a                            certified English translation and, in this case, the English translation will                            prevail unless the document is a constitutional, statutory or other official                            document.   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            Any interest, commission or fee accruing under a Finance Document will accrue from day           to day and is calculated on the basis of the actual number of days elapsed and a year of           360 days or, in any case where the practice in the relevant interbank market differs, in           accordance with that market practice.   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.    EH8227013.9                                                                               181   





 






                                                 37.      REMEDIES AND WAIVERS            No failure to exercise, nor any delay in exercising, on the part of any Finance Party or           Secured Party, any right or remedy under a Finance Document shall operate as a waiver           of any such right or remedy or constitute an election to affirm any Finance Document. No           election to affirm any Finance Document on the part of any Finance Party or Secured Party           shall be effective unless it is in writing. No single or partial exercise of any right or remedy           prevent any further or other exercise or the exercise of any other right or remedy.  The           rights and remedies provided in 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 (Exceptions) any term of the Finance Documents may be                    amended or waived only with the consent of the Majority Lenders and the Parent                    and any such amendment or waiver will be binding on all Parties.            (b)      The Agent may effect, on behalf of any Finance Party, any amendment or waiver                    permitted by this Clause 38.            (c)      Without prejudice to the generality of paragraphs (c), (d) and (e) of Clause 28.7                    (Rights and Discretions), the Agent may engage, pay for and rely on the services                    of lawyers in determining the consent level required for and effecting any                    amendment, waiver or consent under this Agreement.            (d)      Each Obligor agrees to any such amendment or waiver permitted by this Clause                    38 which is agreed to by the Parent.  This includes any amendment or waiver                    which would, but for this paragraph (c), require the consent of all of the                    Guarantors.            (e)      Paragraph (c) of Clause 26.10 (Pro rata interest settlement) shall apply to this                    Clause 38.1.   38.2.    Exceptions            (a)      An amendment or waiver that has the effect of changing or which relates to:                     (i)     the definition of "Majority Lenders" in Clause 1.1 (Definitions);                     (ii)    an extension to the date of payment of any amount under the Finance                            Documents;                     (iii)   a reduction in the Margin or a reduction in the amount of any payment                            of principal, interest, fees or commission payable;                     (iv)    a change in currency of payment of any amount under the Finance                            Documents;   EH8227013.9                                                                               182   





 






                                                                   (v)     an increase in  any Commitment or the Total Commitments, any                            extension of any Availability Period or any requirement that a                            cancellation of Commitments reduces the Commitments of the Lenders                            rateably under the relevant Facility;                     (vi)    a change to the Borrowers or Guarantors other than in accordance with                            Clause 27 (Changes to the Obligors);                     (vii)   any provision which expressly requires the consent of all the Lenders;                      (viii)  Clause   2.2 (Finance Parties' rights and obligations), Clause 9                            (Mandatory prepayment), Clause 24.35 (Sanctions and Anti-Corruption                            Law Representations), Clause   24.35  (Sanctions and anti-corruption                            law), Clause 26 (Changes to the Lenders), this Clause 38, Clause 44                            (Governing law) or 45.1 (Jurisdiction of English courts);                     (ix)    the nature or scope of:                             (A)      the guarantee and indemnity granted under Clause 20                                     (Guarantee and Indemnity);                             (B)      the Charged Property; or                              (C)      the manner in which the proceeds of enforcement of the                                     Transaction Security are distributed (except in the case of                                     paragraphs (ii) and (iii) above, insofar as it relates to a sale or                                     disposal of an asset which is the subject of the Transaction                                     Security where such sale or disposal is expressly permitted                                     under this Agreement or any other Finance Document); or                     (x)     the release of any Transaction Security unless permitted under this                            Agreement or any other Finance Document or relating to a sale or                            disposal of an asset which is the subject of the Transaction Security                            where such sale or disposal is expressly permitted under this                            Agreement or any other Finance Document,                     shall not be made without the prior consent of all the Lenders.            (b)      An amendment or waiver which relates to the rights or obligations of the Agent,                    the Arranger or the Security Trustee may not be effected without the consent of                    the Agent, the Arranger or the Security Trustee.    38.3.    Replacement of Screen Rate            Subject to paragraph (b) of Clause 38.3, if a Screen Rate Replacement Event has           occurred in relation to any Screen Rate for a currency which can be selected for a Loan,           any amendment or waiver which relates to:     EH8227013.9                                                                               183   





 






                                                          (a)      providing for the use of a Replacement Benchmark in relation to that currency in                    place of that Screen Rate; and                     (i)     aligning any provision of any Finance Document to the use of that                            Replacement Benchmark;                     (ii)    enabling that Replacement Benchmark to be used for the calculation of                            interest under this Agreement (including, without limitation, any                            consequential changes required to enable that Replacement                            Benchmark to be used for the purposes of this Agreement);                     (iii)   implementing market conventions applicable to that Replacement                            Benchmark;                      (iv)    providing for appropriate fallback (and market disruption) provisions for                            that Replacement Benchmark; or                     (v)     adjusting the pricing to reduce or eliminate, to the extent reasonably                            practicable, any transfer of economic value from one Party to another                            as a result of the application of that Replacement Benchmark (and if                            any adjustment or method for calculating any adjustment has been                            formally designated, nominated or recommended by the Relevant                            Nominating Body, the adjustment shall be determined on the basis of                            that designation, nomination or recommendation),            may be made with the consent of the Agent and the Parent.    38.4.    Replacement of a Lender             (a)      If at any time:                     (i)     any Lender becomes a Non-Consenting Lender (as defined in                            paragraph (c) below); or                     (ii)    an Obligor becomes obliged to repay any amount in accordance with                            Clause  8.1 (Illegality) or to pay additional amounts pursuant to Clause                            16.1 (Increased Costs) or Clause 15.2 (Tax gross-up) to any Lender in                            excess of amounts payable to the other Lenders generally,                     then the Parent may, on 5 Business Days' prior written notice to the Agent and                    such Lender, replace such Lender by requiring such Lender to (and 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 to an Eligible Institution                     (a "Replacement Lender") which confirms its willingness to assume and does                    assume all the obligations of the transferring Lender (including the assumption of                    the transferring Lender's participations on the same basis as the transferring                    Lender) for a purchase price in cash payable at the time of transfer equal to the                    outstanding principal amount of such Lender's participation in the outstanding    EH8227013.9                                                                               184   





 






                                                                   Utilisations and all accrued interest and/or Break Costs and other amounts                    payable in relation thereto under the Finance Documents.            (b)      The replacement of a Lender pursuant to this Clause shall be subject to the                    following conditions:                     (i)     the Parent shall have no right to replace the Agent or Security Agent;                     (ii)    neither the Agent nor the Lender shall have any obligation to the Parent                            to find a Replacement Lender;                     (iii)   in the event of a replacement of a Non-Consenting Lender such                            replacement must take place no later than 90 days after the date the                            Non-Consenting Lender notifies the Parent and the Agent of its failure                            or refusal to give a consent in relation to, or agree to any waiver or                            amendment to the Finance Documents requested by the Parent; and                     (iv)    in no event shall the Lender replaced under this paragraph (b) be                            required to pay or surrender to such Replacement Lender any of the                            fees received by such Lender pursuant to the Finance Documents.            (c)      In the event that:                     (i)     the Parent or the Agent (at the request of the Parent) has requested the                            Lenders to give a consent in relation to, or to agree to a waiver or                            amendment of, any provisions of the Finance Documents;                     (ii)    the consent, waiver or amendment in question requires the approval of                            all the Lenders; and                     (iii)   Lenders whose Commitments aggregate more than  85 per cent. of the                            Total Commitments (or, if the Total Commitments have been reduced to                            zero, aggregated more than 85 per cent. of the Total Commitments                            prior to that reduction) have consented or agreed to such waiver or                            amendment,                     then any Lender who does not and continues not to consent or agree to such                    waiver or amendment shall be deemed a "Non-Consenting Lender".   38.5.    Disenfranchisement of Defaulting Lenders            (a)      For so long as a Defaulting Lender has any Available Commitment, in                    ascertaining the Majority Lenders or whether any given percentage (including, for                    the avoidance of doubt, unanimity) of the Total Commitments has been obtained                    to approve any request for a consent, waiver, amendment or other vote under the                    Finance Documents, that Defaulting Lender's Commitments will be reduced by                    the amount of its Available Commitments.    EH8227013.9                                                                               185   





 






                                                          (b)      If a Defaulting Lender fails to respond to a request for a consent, waiver,                    amendment or other vote under the Finance Documents or any other vote of the                    Lenders under the terms of this Agreement within 10 Business Days in relation to                    consents, waivers, amendments or votes which require Majority Lender consent,                    and within 15 Business Days in relation to consents, waivers, amendments or                    votes which require all Lender consent (unless the Parent and the Agent agree to                    a longer time period) of that request being made, its Commitment and/or                    participation shall not be included for the purpose of calculating the Total                    Commitments or participations under the Facility when ascertaining whether any                    relevant percentage of Total Commitments and/or participations has been                    obtained to approve that request.            (c)      For the purposes of this Clause 38.5, the Agent may assume that the following                    Lenders are Defaulting Lenders:                     (i)     any Lender which has notified the Agent that it has become a Defaulting                            Lender;                     (ii)    any Lender in relation to which it is aware that any of the events of                            circumstances referred to in paragraphs (a), (b) or (c) of the definition of                            "Defaulting Lender" has occurred and none of the exceptions in                            paragraphs (i) to (vi) of the definition of "Defaulting Lender" apply.                     unless it has received notice to the contrary from the Lender concerned or the                    Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.   38.6.    Replacement of a Defaulting Lender            (a)      The Parent may, at any time a Lender has become and continues to be a                    Defaulting Lender, by giving 5 Business Days' prior written notice to the Agent                    and such Lender, replace such Lender by requiring such Lender to (and 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 to an Eligible                    Institution (a "Replacement Lender") is acceptable to the Agent (acting                    reasonably), which confirms its willingness to assume and does assume all the                    obligations or all the relevant obligations of the transferring Lender (including the                    assumption of the transferring Lender's participations or unfunded participations                    (as the case may be) on the same basis as the transferring Lender) for a                    purchase price in cash payable at the time of transfer equal to the outstanding                    principal amount of such Lender's participation in the outstanding Utilisations and                    all accrued interest Break Costs and other amounts payable in relation thereto                    under the Finance Documents.            (b)      Any transfer of rights and obligations of a Defaulting Lender pursuant to this                    Clause shall be subject to the following conditions:                     (i)     the Parent shall have no right to replace the Agent or Security Trustee;    EH8227013.9                                                                               186   





 






                                                                   (ii)    neither the Agent nor the Defaulting Lender shall have any obligation to                            the Parent to find a Replacement Lender;                     (iii)   the transfer must take place no later than 5 days after the notice                            referred to in paragraph (a) above; and                     (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.   39.      CONFIDENTIALITY   39.1.    Confidential Information            Each Finance Party agrees to keep all Confidential Information confidential and not to           disclose it to anyone, save to the extent permitted by Clause 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;            (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 Agent or Security Trustee and, in each case, and to any                            of that person's Affiliates, Related Funds, Representatives and                            professional advisers;                     (ii)    with (or through) whom it enters into (or may potentially enter into),                            whether directly or indirectly, any sub-participation in relation to, or any                            other transaction under which payments are to be made or may be                            made by reference to, one or more Finance Documents and/or one or    EH8227013.9                                                                               187   





 






                                                                           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 (d) of Clause 28.16 (Relationship with the Lenders));                     (iv)    who invests in or otherwise finances (or may potentially invest in or                            otherwise finance), directly or indirectly, any transaction referred to in                            paragraph (b)(i) or (b)(ii) above;                     (v)     to whom information is required or requested to be disclosed by any                            court of competent jurisdiction or any governmental, banking, taxation                            or other regulatory authority or similar body, the rules of any relevant                            stock exchange or pursuant to any applicable law or regulation;                     (vi)    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);                     (vii)   to whom information is required to be disclosed in connection with, and                            for the purposes of, any litigation, arbitration, administrative or other                            investigations, proceedings or disputes;                     (viii)  who is a Party; or                     (ix)    with the consent of the Parent;                             in each case, such Confidential Information as that Finance Party shall                            consider appropriate if:                             (A)      in relation to paragraphs (b)(i), (b)(ii) and b(iii) above, the                                     person to whom the Confidential Information is to be given has                                     entered into a Confidentiality Undertaking except that there                                     shall be no requirement for a Confidentiality Undertaking if the                                     recipient is a professional adviser and is subject to                                     professional obligations to maintain the confidentiality of the                                     Confidential Information;                             (B)      in relation to paragraph (b)(iv) above, the person to whom the                                     Confidential Information is to be given has entered into a                                     Confidentiality Undertaking or is otherwise bound by                                     requirements of confidentiality in relation to the Confidential                                     Information they receive and is informed that some or all of                                     such Confidential Information may be price-sensitive                                     information;   EH8227013.9                                                                               188   





 






                                                                           (C)      in relation to paragraphs (b)(v), (b)(vi) and (b)(vii) above, the                                     person to whom the Confidential Information is to be given is                                     informed of its confidential nature and that some or all of such                                     Confidential Information may be price-sensitive information                                     except that there shall be no requirement to so inform if, in the                                     opinion of that Finance Party, it is not practicable so to do in                                     the circumstances;            (c)      to any person appointed by that Finance Party or by a person to whom paragraph                    (b)(i) or (b)(ii) above applies to provide administration or settlement services in                    respect of one or more of the Finance Documents including without limitation, in                    relation to the trading of participations in respect of the Finance Documents, such                    Confidential Information as may be required to be disclosed to enable such                    service provider to provide any of the services referred to in this paragraph (c) if                    the service provider to whom the Confidential Information is to be given has                    entered into a confidentiality agreement substantially in the form of the LMA                    Master Confidentiality Undertaking for Use With Administration/Settlement                    Service Providers or such other form of confidentiality undertaking agreed                    between the Parent and the relevant Finance Party;            (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.   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;                     (v)     Clause 44 (Governing law);                      (vi)    the names of the Agent and the Arranger;                     (vii)   date of each amendment and restatement of this Agreement;    EH8227013.9                                                                               189   





 






                                                                   (viii)  amounts of, and names of, the Facilities (and any tranches);                     (ix)    amount of Total Commitments;                     (x)     currencies of the Facilities;                     (xi)    type of Facilities;                     (xii)   ranking of Facilities;                     (xiii)  Termination Date for 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                            Parent,                     to enable such numbering service provider to provide its usual syndicated loan                    numbering identification services.            (b)      The Parties acknowledge and agree that each identification number assigned to                    this Agreement, the Facilities and/or one or more Obligors by a numbering                    service provider and the information associated with each such number may be                    disclosed to users of its services in accordance with the standard terms and                    conditions of that numbering service provider.            (c)      Each Obligor represents that none of the information set out in paragraphs (i) to                    (xiii) of paragraph (a) above is, nor will at any time be, unpublished price-                   sensitive information.            (d)      The Agent shall notify the Parent and the other Finance Parties of:                     (i)     the name of any numbering service provider appointed by the Agent in                            respect of this Agreement, the Facilities and/or one or more Obligors;                            and                     (ii)    the number or, as the case may be, numbers assigned to this                            Agreement, the Facilities and/or one or more Obligors by such                            numbering service provider.   39.4.    Entire agreement            This Clause  39 (Confidentiality) 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.    EH8227013.9                                                                               190   





 






                                                 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 Parent:            (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 (Confidentiality).    39.7.    Continuing obligations            The obligations in this Clause 39 (Confidentiality) are continuing and, in particular, shall           survive and remain binding on each Finance Party for a period of twelve months from the           earlier of:            (a)      the date on which all amounts payable by the Obligors under or in connection                    with the Finance Documents have been paid in full and all Commitments have                    been cancelled or otherwise cease to be available; and            (b)      the date on which such Finance Party otherwise ceases to be a Finance Party.   40.      DISCLOSURE OF LENDER DETAILS BY AGENT   40.1.    Supply of Lender details to Parent            The Agent shall provide to the Parent within 10 Business Days of a request by the Parent           (but no more frequently than once per calendar month), a list (which may be in electronic           form) setting out the names of the Lenders as at the date of that request, their respective           Commitments, the address and fax number (and the department or officer, if any, for           whose attention any communication is to be made) of each Lender for any communication           to be made or document to be delivered under or in connection with the Finance           Documents, the electronic mail address and/or any other information required to enable           the sending and receipt of information by electronic mail or other electronic means to and           by each Lender to whom any communication under or in connection with the Finance           Documents may be made by that means and the account details of each Lender for any           payment to be distributed by the Agent to that Lender under the Finance Documents.    EH8227013.9                                                                               191   





 






                                                 40.2.    Supply of Lender details at Parent's direction            (a)      The Agent shall, at the request of the Parent, disclose the identity of the Lenders                    and the details of the Lenders' Commitments to any:                     (i)     other Party or any other person if that disclosure is made to facilitate, in                            each case, a refinancing of the Financial Indebtedness arising under                            the Finance Documents or a material waiver or amendment of any term                            of any Finance Document; and                     (ii)    member of the Group.            (b)      Subject to paragraph  (c) below, the Parent shall procure that the recipient of                    information disclosed pursuant to paragraph  (a) above shall keep such                    information confidential and shall not disclose it to anyone and shall ensure that                    all such information is protected with security measures and a degree of care that                    would apply to the recipient's own confidential information.            (c)      The recipient may disclose such information to any of its officers, directors,                    employees, professional advisers, auditors and partners as it shall consider                    appropriate if any such person is informed in writing of its confidential nature,                    except that there shall be no such requirement to so inform if that person is                    subject to professional obligations to maintain the confidentiality of the                    information or is otherwise bound by duties of confidentiality in relation to the                    information.    40.3.    Supply of Lender details to other Lenders            (a)      If a Lender (a "Disclosing Lender") indicates to the Agent that the Agent may do                    so, the Agent shall disclose that Lender's name and Commitment to any other                    Lender that is, or becomes, a Disclosing Lender.            (b)      The Agent shall, if so directed by the Requisite Lenders, request each Lender to                    indicate to it whether it is a Disclosing Lender.   40.4.    Lender enquiry            If any Lender believes that any entity is, or may be, a Lender and:            (a)      that entity ceases to have an Investment Grade Rating; or            (b)      an Insolvency Event occurs in relation to that entity,            the Agent shall, at the request of that Lender, indicate to that Lender the extent to which           that entity has a Commitment.   40.5.    Lender details definitions            In this Clause 40:   EH8227013.9                                                                               192   





 






                                                          "Investment Grade Rating" means, in relation to an entity, 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 Baa3 or higher by Moody's Investors           Service Limited or a comparable rating from an internationally recognised credit rating           agency.            "Requisite Lenders" means a Lender or Lenders whose Commitments aggregate 15 per           cent. (or more) of the Total Commitments (or if the Total Commitments have been reduced           to zero, aggregated 15 per cent. (or more) of the Total Commitments immediately prior to           that reduction).   41.      CONFIDENTIALITY OF FUNDING RATES   41.1.    Confidentiality and disclosure            (a)      The 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), (c)                    and (d) below.            (b)      The Agent may disclose:                     (i)     any Funding Rate to the relevant Borrower pursuant to Clause 11.4                            (Notification of rates of interest); 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 Agent and the relevant                            Lender.            (c)      The 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,   EH8227013.9                                                                               193   





 






                                                                           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 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 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.    41.2.    Related obligations            (a)      The 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 the Agent and each Obligor undertake not to use any Funding                    Rate for any unlawful purpose.            (b)      The Agent and each Obligor agree (to the extent permitted by law and regulation)                    to inform the relevant Lender:                     (i)     of the circumstances of any disclosure made pursuant to paragraph                            (c)(ii) of Clause 41.1 (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 41.   41.3.    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 41.   42.      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.    EH8227013.9                                                                               194   





 






                                                 43.      CONTRACTUAL RECOGNITION OF BAIL-IN            Notwithstanding any other term of the Finance Documents or any other agreement,           arrangement or understanding between the Parties, each Party acknowledges and accepts           that any liability of any 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, on conferred on, it; and                     (iii)   a cancellation of any such liability; and            (b)      a variation of any term of any Finance Documents to the extent necessary to give                    effect to any Bail-In Action in relation to any such liability.                                                    EH8227013.9                                                                               195   





 






                                                                                         SECTION 12                              GOVERNING LAW AND ENFORCEMENT   44.      GOVERNING LAW            This Agreement is, and any non contractual obligations arising out of or in connection with           it are, governed by English law.   45.      ENFORCEMENT   45.1.    Jurisdiction of English courts            (a)      The courts of England have exclusive jurisdiction to settle any dispute arising out                    of or in connection with this Agreement (including a dispute regarding the                    existence, validity or termination of 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 or Secured Party shall                    be prevented from taking proceedings relating to a Dispute in any other courts                    with jurisdiction.  To the extent allowed by law, the Finance Parties and Secured                    Parties may take concurrent proceedings in any number of jurisdictions.   45.2.    Service of process            (a)      Without prejudice to any other mode of service allowed under any relevant law,                    each Obligor (other than an Obligor incorporated in the United Kingdom):                     (i)     irrevocably appoints Morton Fraser LLP, St Martin's House, 16 St.                            Martin's le Grand, London EC1A 4EN as its agent for service of process                            in relation to any proceedings before the English courts in connection                            with any Finance Document; and                     (ii)    agrees that failure by an agent for service of process to notify the                            relevant Obligor of the process will not invalidate the proceedings                            concerned.            (b)      If any person appointed as an agent for service of process is unable for any                    reason to act as agent for service of process, the Parent (on behalf of all the                    Obligors) must immediately (and in any event within 10 days of such event taking                    place) appoint another agent on terms acceptable to the Agent.  Failing this, the                    Agent may appoint another agent for this purpose.     The Parent expressly agrees and consents to the provisions of this Clause 45  and Clause 44   (Governing law).    EH8227013.9                                                                               196   





 






                                                 This Agreement has been entered into on the date stated at the beginning of this Agreement.                                       EH8227013.9                                                                               197   





 






                                                                                          SCHEDULE 1                                                                                    THE ORIGINAL PARTIES                                               Part I   The Obligors                                       Name of Borrower                                Registration number (or equivalent, if any)   Schuh Limited                                   SC125327 (Scotland)   Schuh (ROI) Limited                             272987 (Ireland)                                                      Name of Guarantor                               Registration number (or equivalent, if any)   Schuh Limited                                   SC125327 (Scotland)   Schuh (ROI) Limited                             272987 (Ireland)                                               EH8227013.9                                                                               198   





 






                                                                                             Part II                                       The Original Lenders   Name of Original       Facility A         Facility B         Facility C         Facility D       Lender          Commitment         Commitment         Commitment         Commitment   Lloyds Bank plc    nil                £6,250,000         £19,000,000        €7,200,000                                                                                                      EH8227013.9                                                                               199   





 






                                                                                          SCHEDULE 2                                                                                   CONDITIONS PRECEDENT                                               Part I                           Conditions precedent to signing of Agreement   Not restated                                        EH8227013.9                                                                               200   





 






                                                                                             Part II              Conditions precedent required to be delivered by an Additional Obligor   1.       An Accession Letter executed by the Additional Obligor and the Parent.   2.       A copy of the constitutional documents of the Additional Obligor.   3.       A copy of a resolution of the board or, if applicable, a committee of the board of directors of           the Additional Obligor:            (a)      approving the terms of, and the transactions contemplated by, the Accession                    Letter and the Finance Documents and resolving that it execute, deliver and                    perform the Accession Letter and any other Finance Document to which it is                    party;            (b)      authorising a specified person or persons to execute the Accession Letter and                    other Finance Documents on its behalf;             (c)      authorising a specified person or persons, on its behalf, to sign and/or despatch                    all other documents and notices (including, in relation to an Additional Borrower,                    any Utilisation Request or Selection Notice) to be signed and/or despatched by it                    under or in connection with the Finance Documents to which it is a party; and            (d)      authorising the Parent to act as its agent in connection with the Finance                    Documents   4.       If applicable, a copy of a resolution of the board of directors of the Additional Obligor,           establishing the committee referred to in paragraph 3 above.   5.       A specimen of the signature of each person authorised by the resolution referred to in           paragraph 3 above.   6.       A copy of a resolution signed by all the holders of the issued shares of the Additional           Guarantor, approving the terms of, and the transactions contemplated by, the Finance           Documents to which the Additional Guarantor is a party.   7.       A copy of a resolution of the board of directors of each corporate shareholder of each           Additional Guarantor approving the terms of the resolution referred to in paragraph 6           above.   8.       A certificate of the Additional Obligor (signed by a director) confirming that borrowing or           guaranteeing or securing, as appropriate, the Total Commitments would not cause any           borrowing, guarantee, security or similar limit binding on it to be exceeded.   9.       A certificate of an authorised signatory of the Additional Obligor certifying that each copy           document listed in this Part II of Schedule 2 is correct, complete and in full force and effect           and has not been amended or superseded as at a date no earlier than the date of the           Accession Letter.   EH8227013.9                                                                               201   





 






                                                 10.      A copy of any other Authorisation or other document, opinion or assurance which the           Agent considers to be necessary or desirable in connection with the entry into and           performance of the transactions contemplated by the Accession Letter or for the validity           and enforceability of any Finance Document.   11.      If available, the latest audited financial statements of the Additional Obligor.   12.      The following legal opinions, each addressed to the Agent, the Security Trustee and the           Lenders:            (a)      a legal opinion of the legal advisers to the Agent in England, as to English law in                    the form distributed to the Lenders prior to signing the Accession Letter; and             (b)      if the Additional Obligor is incorporated in or has its "centre of main interest" or                    "establishment" (as referred to in Clause 21.28 (Centre of main interests and                    establishments)) in a jurisdiction other than England and Wales or is executing a                    Finance Document which is governed by a law other than English law, a legal                    opinion of the legal advisers to the Agent in the jurisdiction of its incorporation,                    "centre of main interest" or "establishment" (as applicable) or, as the case may                    be, the jurisdiction of the governing law of that Finance Document (the                    "Applicable Jurisdiction") as to the law of the Applicable Jurisdiction and in the                    form distributed to the Lenders prior to signing the Accession Letter.   13.      If the proposed Additional Obligor is incorporated in a jurisdiction other than England and           Wales, evidence that the process agent specified in Clause 45.2 (Service of process), if           not an Obligor, has accepted its appointment in relation to the proposed Additional Obligor.   14.      Any security documents which are required by the Agent to be executed by the proposed           Additional Obligor.   15.      Any notices or documents required to be given or executed under the terms of those           security documents.   16.      In relation to financial assistance (or overseas equivalent), such documentary evidence as           legal counsel to the Agent may require, that such Additional Obligor has complied with any           law in its jurisdiction relating to financial assistance or analogous process.                                        EH8227013.9                                                                               202   





 






                                                                                          SCHEDULE 3                                                                                           REQUEST                                               Part I                                        Utilisation Request                                              Loans   From:   [Borrower] [Parent]   To:     Lloyds Bank plc   Dated:   Dear Sirs   Schuh Limited –       £25,250,000 and €7,200,000 Senior Facilities Agreement dated   [           ] (the "Facilities Agreement")   1.       We refer to the Facilities Agreement.  This is a Utilisation Request.  Terms defined in the           Facilities Agreement have the same meaning in this Utilisation Request unless given a           different meaning in this Utilisation Request.   2.       We wish to borrow a Loan on the following terms:            Borrower:                    [             ]            Proposed Utilisation Date:   [             ] (or, if that is not a Business Day, the next           Business Day)            Facility to be utilised:     [Facility A]/[Facility B]/[Facility C]/[Facility D]            Amount:                      [             ] or, if less, the Available Facility            Interest Period:             [             ]   3.       We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is           satisfied on the date of this Utilisation Request.   4.       [The proceeds of this Loan should be credited to [account]].     5.       This Utilisation Request is irrevocable.   Yours faithfully     .......................................  authorised signatory for  [the Parent on behalf of [insert name of relevant Borrower]]/ [insert name of Borrower]   EH8227013.9                                                                               203   





 






                                                 NOTES:   *       Amend as appropriate. The Utilisation Request can be given by the Borrower or by the          Parent.   **      Select the Facility to be utilised and delete references to the other Facilities.                                                  EH8227013.9                                                                               204   





 






                                                                                             Part II                                         Selection Notice                                    Applicable to a Term Loan   From:   Schuh  Limited   To:     Lloyds Bank plc   Dated:   Dear Sirs   Schuh Limited - £25,250,000 and €7,200,000 Senior Facilities Agreement dated [           ] (the  "Facilities Agreement")   1.       We refer to the Facilities Agreement.  This is a Selection Notice.  Terms defined in the           Facilities Agreement have the same meaning in this Selection Notice unless given a           different meaning in this Selection Notice.   2.       We refer to the following Facility [A]/[B] Loan[s] with an Interest Period ending on [       ]*.   3.       [We request that the above Facility [A/B] Loan[s] be divided into [] Facility [A/B] Loans           with the following amounts and Interest Periods:]**   4.       [We request that the next Interest Period for the above Facility [A]/[B] Loan[s] is [      ].]***   5.       This Selection Notice is irrevocable.   Yours faithfully      .....................................  authorised signatory for the Parent   NOTES:   *       Insert details of all Term Loans for the relevant Facility which have an Interest Period ending          on the same date.   **      Use this option if division of Facility A Loans or Facility B Loans is requested.   ***     Use this option if sub-division is not required or if Selection Notice relates to Facility B  Loans.                                        EH8227013.9                                                                               205   





 






                                                                                          SCHEDULE 4                                                                                          [Not restated]                                           EH8227013.9                                                                               206   





 






                                                                                          SCHEDULE 5                                                                               FORM OF TRANSFER CERTIFICATE   To:     Lloyds Bank plc  as Agent and Lloyds Bank plc as Security Trustee   From:   [The Existing Lender] (the "Existing Lender") and [The New Lender] (the "New Lender")   Dated:     Schuh Limited –       £25,250,000 and €7,200,000 Senior Facilities Agreement dated   [                   ] (the "Facilities Agreement")   1.       We refer to the Facilities Agreement.  This agreement (the "Agreement") shall take effect           a Transfer Certificate for the purpose of the Facilities Agreement.  Terms defined in the           Facilities Agreement have the same meaning in this Agreement unless given a different           meaning in this Agreement.   2.       We refer to Clause 26.5 (Procedure for transfer) of the Facilities 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 26.5                    (Procedure for Transfer) all of the Existing Lender's rights and obligations under                    the Facilities Agreement which relate to that portion (s) and participations in                    Utilisations under the Facilities Agreement as specified in the Schedule.            (b)      The proposed Transfer Date is [          ].             (c)      The Facility Office and address, fax number and attention details for notices of                    the New Lender for the purposes of Clause 34.2 (Addresses) are set out in the                    Schedule.   3.       The New Lender expressly acknowledges the limitations on the Existing Lender's           obligations set out in paragraph (c) of Clause 26.4 (Limitation of responsibility of Existing           Lenders).   4.       The New Lender confirms, for the benefit of the Agent and without any liability to any           Obligor, that it is:            (a)                               (i)     [not a UK Qualifying Lender];                     (ii)    [a UK Qualifying Lender (other than a UK Treaty Lender);] or                     (iii)   [a UK Treaty Lender;]                     and            (b)                          (i)     [not an Irish Qualifying Lender];   EH8227013.9                                                                               207   





 






                                                                   (ii)    [an Irish Qualifying Lender (other than solely by reason of being an Irish                            Treaty Lender);] or                     (iii)   [an Irish Treaty Lender;]   5.       [The New Lender confirms that the person beneficially entitled to interest payable to that           Lender in respect of an advance under a Finance Document is either:            (a)      a company resident in the United Kingdom for United Kingdom tax purposes; or            (b)      a partnership each member of which is:                     (i)     a company so resident in the United Kingdom; or                     (ii)    a company not so resident in the United Kingdom which carries on a                            trade in the United Kingdom through a permanent establishment and                            which brings into account in computing its chargeable profits (within the                            meaning of section 19 of the CTA) the whole of any share of interest                            payable in respect of that advance that falls to it by reason of Part 17 of                            the CTA; or            (c)      a company not so resident in the United Kingdom which carries on a trade in the                    United Kingdom through a permanent establishment and which brings into                    account interest payable in respect of that advance in computing the chargeable                    profits (within the meaning of section Part 17 of the CTA) of that company; or]            (d)      [a Treaty Lender].                     (i)     [The New Lender confirms that it holds a passport under the HMRC DT                            Treaty Passport scheme (reference number [  ]) and is tax resident in [                              ], so that interest payable to it by borrowers is generally subject to full                            exemption from UK withholding tax and requests that the Parent notify:                             (A)      each Borrower which is a Party as a Borrower as at the                                     Transfer Date; and                             (B)      each Additional Borrower which becomes an Additional                                     Borrower after the Transfer Date,                              that it wishes that scheme to apply to the Facilities Agreement.]4   [7/8].   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.   [8/9]    This Agreement and any non contractual obligations arising out of or in connection with it           are governed by English law.                                                          4 Delete as applicable.   EH8227013.9                                                                               208   





 






                                                 [9/10]   This Agreement has been entered into on the date stated at the beginning of this           Agreement.   Note:   The execution of this Transfer Certificate may not transfer a proportionate share of  the Existing Lender's interest in the Transaction Security in all jurisdictions.  It is the  responsibility of the New Lender to ascertain whether any other documents or other  formalities are required to perfect a transfer of such a share in the Existing Lender's  Transaction Security in any jurisdiction and, if so, to arrange for execution of those  documents and completion of those formalities.                                            EH8227013.9                                                                               209   





 






                                                                                       THE SCHEDULE                       Commitment/rights and obligations to be transferred   [insert relevant details]   [Facility Office address, fax number and attention details for notices and account details for  payments,]   [Existing Lender]                            [New Lender]   By:                                          By:   This Agreement is accepted as a Transfer Certificate for the purposes of the Facilities Agreement by  the Agent and the Transfer Date is confirmed as [       ].   [Agent]   By:                                                       EH8227013.9                                                                               210   





 






                                                                                          SCHEDULE 6                                                                              FORM OF ASSIGNMENT AGREEMENT   To:     Lloyds Bank plc as Agent   From:   [the Existing Lender] (the "Existing Lender") and [the New Lender] (the "New Lender")   Dated:        Schuh Limited -  £25,250,000 and €7,200,000 Senior Facilities Agreement dated [      ] (the  "Facilities Agreement")   1.       We refer to the Facilities Agreement. This is an Assignment Agreement. This agreement           (the "Agreement") shall take effect as an Assignment Agreement for the purposes of the           Facilities Agreement. Terms defined in the Facilities Agreement have the same meaning in           this Agreement unless given a different meaning in this Agreement.   2.                         (a)      We refer to Clause 26.6 (Procedure for assignment) of the Facilities Agreement.            (b)      The Existing Lender assigns absolutely to the New Lender all the rights of the                    Existing Lender under the Facilities Agreement, the other Finance Documents                    and in respect of the Transaction Security which correspond to that portion of the                    Existing Lender's Commitment(s) and participations in Utilisations under the                    Facilities Agreement as specified in the Schedule.            (c)      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 Utilisations under the Facilities Agreement specified in the                    Schedule.            (d)      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                    (c) above.   3.       The proposed Transfer Date is [      ].   4.       On the Transfer Date the New Lender becomes:            (e)      Party to the Finance Documents as a Lender; and            (f)      Party to [other relevant agreements in other relevant capacity].   5.       The New Lender expressly acknowledges the limitations on the Existing Lender's           obligations set out in paragraph (c) of Clause 26.4 (Limitation of responsibility of Existing           Lenders).    EH8227013.9                                                                               211   





 






                                                 6.       The New Lender confirms, for the benefit of the Agent and without any liability to any           Obligor, that it is:            (a)      [a UK Qualifying Lender (other than a UK Treaty Lender);]            (b)      [a UK Treaty Lender;]            (c)      [an Irish Qualifying Lender (other than solely by reason of being an Irish Treaty                    Lender);]            (d)      [an Irish Treaty Lender;]            (e)      [not a Qualifying Lender].5   7.       The Facility Office and address, fax number and attention details for notices of the New           Lender for the purposes of Clause 34.2 (Addresses) of the Facilities Agreement are set out           in the Schedule.   8.       [The New Lender confirms that the person beneficially entitled to interest payable to that           Lender in respect of an advance under a Finance Document is either:            (a)      a company resident in the United Kingdom for United Kingdom tax purposes; or            (b)      a partnership each member of which is:                     (i)     a company so resident in the United Kingdom; or                     (ii)    a company not so resident in the United Kingdom which carries on a                            trade in the United Kingdom through a permanent establishment and                            which brings into account in computing its chargeable profits (within the                            meaning of section 19 of the CTA) the whole of any share of interest                            payable in respect of that advance that falls to it by reason of Part 17 of                            the CTA; or            (c)      a company not so resident in the United Kingdom which carries on a trade in the                    United Kingdom through a permanent establishment and which brings into                    account interest payable in respect of that advance in computing the chargeable                    profits (within the meaning of section 19 of the CTA) of that company; or]   [8/9].   [The New Lender confirms that it holds a passport under the HMRC DT Treaty Passport           scheme (reference number [  ]) and is tax resident in [   ], so that interest payable to it by           borrowers is generally subject to full exemption from UK withholding tax and requests that           the Parent notify:            (a)      each Borrower which is a Party as a Borrower as at the Transfer Date; and            (b)      each Additional Borrower which becomes an Additional Borrower after the                    Transfer Date,                                                         5 Delete as applicable.     EH8227013.9                                                                               212   





 






                                                          that it wishes that scheme to apply to the Facilities Agreement.]6   [9/10]   This Agreement acts as notice to the Agent (on behalf of each Finance Party) and, upon           delivery in accordance with Clause 26.7 (Copy of Transfer Certificate), to the Parent (on           behalf of each Obligor) of the assignment referred to in this Agreement. 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.   [9/10].  This Agreement and any non contractual obligations arising out of or in connection with it           is governed by English law.   [10/11]  This Agreement has been [executed and delivered as a deed] [entered into] on the date           stated at the beginning of this Assignment Agreement.   Note:   The execution of this Assignment Agreement may not transfer a proportionate share  of the Existing Lender's interest in the Transaction Security in all jurisdictions.  It is the  responsibility of the New Lender to ascertain whether any other documents or other  formalities are required to perfect a transfer of such a share in the Existing Lender's  Transaction Security in any jurisdiction and, if so, to arrange for execution of those  documents and completion of those formalities.                                                                                              6 Delete as applicable   EH8227013.9                                                                               213   





 






                                                                                       THE SCHEDULE    Commitment/rights and obligations to be transferred by assignment, release and accession   [insert relevant details]   [Facility office address, fax number and attention details for notices and account details for  payments]   [Existing Lender]                                           [New Lender]   By:                                                         By:   This Agreement is accepted as an Assignment Agreement for the purposes of the Facilities  Agreement by the Agent and the Transfer Date is confirmed as [    ].   [Signature of this Assignment Agreement by the Agent constitutes confirmation by the Agent of  receipt of notice of the assignment referred to in this Agreement, which notice the Agent receives on  behalf of each Finance Party.]   [Agent]   By:                                        EH8227013.9                                                                               214   





 






                                                                                          SCHEDULE 7                                                                                 FORM OF ACCESSION LETTER   To:     Lloyds Bank plc as Agent   From:   [Subsidiary] and [Parent]   Dated:   Dear Sirs   Schuh Limited – £25,250,000 and €7,200,000 Senior Facilities Agreement dated [           ] (the  "Facilities Agreement")   1.       We refer to the Facilities Agreement.  This letter (the "Accession Letter") shall take effect           as  an Accession Letter for the purposes of the Facilities Agreement.  Terms defined in the            Facilities Agreement have the same meaning in this Accession Letter unless given a           different meaning in this Accession Letter.   2.       [Subsidiary] agrees to become an Additional [Borrower]/[Guarantor] and to be bound by           the terms of the Facilities Agreement and the other Finance Documents as an Additional           [Borrower]/[Guarantor] pursuant to Clause [27.2  (Additional Borrowers)]/[Clause 27.4           (Additional Guarantors)] of the Facilities Agreement. [Subsidiary] is a company duly           incorporated under the laws of [name of relevant jurisdiction] and is a limited liability           company and registered number [                   ].   3.       [The Parent confirms that no Default is continuing or would occur as a result of [Subsidiary]           becoming an Additional Borrower].7    4.       [Subsidiary's] administrative details are as follows:            Address:                  Fax No.:                  Attention:       5.       This Accession Letter is governed by English law.            [This Accession Letter is entered into by deed.]            [Parent]      [Subsidiary]                                                                                 7 Include in the case of an Additional Borrower.    EH8227013.9                                                                               215   





 






                                                                                              SCHEDULE 8                                                                                FORM OF RESIGNATION LETTER   To:     Lloyds Bank plc as Agent   From:   [resigning Obligor] and [Parent]   Dated:     Dear Sirs   Schuh Limited - £25,250,000 and €7,200,000 Senior Facilities Agreement dated [             ] (the  "Facilities Agreement")   1.       We refer to the Facilities Agreement.  This is a Resignation Letter.  Terms defined in the           Facilities Agreement have the same meaning in this Resignation Letter unless given a           different meaning in this Resignation Letter.   2.       Pursuant to [Clause 27.3  (Resignation of a Borrower)]/[Clause 27.5 (Resignation of a           Guarantor)], we request that [resigning Obligor] be released from its obligations as a           [Borrower]/[Guarantor] under the Facilities Agreement and the Finance Documents.   3.       We confirm that:            (a)      no Default is continuing or would result from the acceptance of this request; and            (b)      *[[this request is given in relation to a Third Party Disposal of [resigning Obligor];            (c)      [the Disposal Proceeds have been or will be applied in accordance with Clause                    9.2 (Disposal and Insurance Proceeds);]**]            (d)      [             ]***   4.       This letter is governed by English law.            [Parent]                                   [resigning Obligor]            By:                                        By:   NOTES:   *       Insert where resignation only permitted in case of a Third Party Disposal.   **      Amend as appropriate, e.g. to reflect agreed procedure for payment of proceeds into a          specified account.   ***     Insert any other conditions required by the Facilities Agreement.   EH8227013.9                                                                               216   





 






                                                                                          SCHEDULE 9                                                                             FORM OF COMPLIANCE CERTIFICATE   To:     Lloyds Bank plc as Agent   From:   Schuh Limited as the Parent    Dated:     Dear Sirs   Schuh Limited - £25,250,000 and €7,200,000 Senior Facilities Agreement dated [             ] (the  "Facilities Agreement")   1.       We refer to the Facilities Agreement.  This is a Compliance Certificate.  Terms defined in           the Facilities Agreement have the same meaning when used in this Compliance Certificate           unless given a different meaning in this Compliance Certificate.   2.       We confirm that:   3.       [Insert details of covenants to be certified].   4.       [We confirm that no Default is continuing.]**      Signed         ..........................                    ..........................                 Director of [Company]         Director of [Company]                                               EH8227013.9                                                                               217   





 






                                                                                         SCHEDULE 10                                                                               FORM OF INCREASE CONFIRMATION   Not restated.                                      EH8227013.9                                                                               218   





 






                                                 THE PARENT   SCHUH LIMITED   By:               Address:       1 Neilson Square                 Deans Industrial Estate                 Livingston EH54 8RQ    Attention:     David Gillan Reid   Fax:           01506 460 250      THE BORROWERS      SCHUH LIMITED   By:               Address:       As above   Attention:     As above   Fax:           As above         SCHUH (ROI) LIMITED   By:               Address:       As above   Attention:     As above   Fax:           As above               EH8227013.9                                                                               219   





 






                                                 THE GUARANTORS   SCHUH LIMITED   By:               Address:       As above   Attention:     As above   Fax:           As above             SCHUH (ROI) LIMITED   By:               Address:       As above   Attention:     As above   Fax:           As above                                       EH8227013.9                                                                               220   





 






                                                 THE ARRANGER   LLOYDS BANK PLC   By:               Address:       1st Floor                 New Uberior House                 11 Earl Grey Street                 Edinburgh                 EH3 9QB    Fax:           0131 229 5198   Attention:     Andy Edwards      THE AGENT   LLOYDS BANK PLC    By:                              Address:       As above   Fax:           As above   Attention:     As above      THE SECURITY TRUSTEE   LLOYDS BANK PLC    By:               Address:       As above          Fax:           As above   Attention:     As above                                       EH8227013.9                                                                               221   





 






                                                 THE LENDER   LLOYDS BANK PLC    By:                              Address:       As above   Fax:           As above   Attention:     As above                                             EH8227013.9                                                                               222   





 






                                                            SIGNATURES TO SIXTH AMENDMENT AND RESTATEMENT AGREEMENT   THE PARENT & OBLIGORS' AGENT   SCHUH LIMITED   By:   Address:       1 Neilson Square                 Deans Industrial Estate                 Livingston    Fax:           01506 460250      THE BORROWERS      SCHUH LIMITED   By:   Address:       As above   Fax:           As above     GIVEN UNDER THE COMMON SEAL of                    SCHUH (ROI) LIMITED  and DELIVERED as a DEED                                                     Director                                                                                                      Director/Secretary                                                                                          EH8227013.9                                                                               223   





 






                                                 THE GUARANTORS      SCHUH LIMITED   By:   Address:       As above   Fax:           As above         GIVEN UNDER THE COMMON SEAL of                    SCHUH (ROI) LIMITED  and DELIVERED as a DEED                                                     Director                                                                                                      Director/Secretary                                                                                       EH8227013.9                                                                               224   





 






                                                                              EH8227013.9                                                                                                                                     225   





 






                                                 THE ARRANGER   LLOYDS BANK PLC   By:   Address:       1st Floor                 New Uberior House                 11 Earl Grey Street                 Edinburgh                 EH3 9QB    Fax:           0131 229 5198      THE AGENT   LLOYDS BANK PLC   By:   Address:       As above   Fax:           As above      THE ORIGINAL LENDER   LLOYDS BANK PLC   By:   Address:       As above   Fax:           As above                                       EH8227013.9                                                                               226   





 






                                                 THE SECURITY TRUSTEE   LLOYDS BANK PLC   By:   Address:       As above   Fax:           As above       EH8227013.9                                                                               227